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Memorandum Of Understanding

Purchase and Sale Agreement

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Date: 6/29/2005
Industry: Computer Peripherals    

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Exhibit 2.2


     This Memorandum of Understanding (this “ Agreement ”) is entered into as of this 28 th day of June, 2005, by and between McRae Industries, Inc., a Delaware corporation (“ Buyer ”) and Texas Boot, Inc., a Delaware corporation (“ Seller ”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

Statement of Purpose

     Buyer and Seller have entered into that certain Asset Purchase Agreement (the “ Purchase Agreement ”) dated as of May 18, 2005, pursuant to which Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer, the Purchased Assets. Buyer’s obligation to perform the Transactions contemplated in the Purchase Agreement is subject to closing conditions contained therein, as well as the approval of the Bankruptcy Court. Buyer and Seller have reached a further understanding regarding certain closing conditions, as well as the fact that Dan Post Boot Company, a Tennessee Corporation and wholly-owned subsidiary of Buyer (“ Dan Post Boot Company ”), will be named in the bill of sale instead of the Buyer with respect to the Transactions. Additionally, the Bankruptcy Court entered an Approval Order (the “ Order ”) on June 24, 2005.

     The purpose of this Agreement is to set forth the understanding between Buyer and Seller with respect to revisions to certain closing deliverables, the substitution of Dan Post Boot Company for the Buyer in the bill of sale with respect to the Transactions, and confirm certain final terms of the Transactions approved by the Order of the Bankruptcy Court.

      NOW THEREFORE , the Buyer and Seller agree as follows:

     1.  Revisions to Closing Date Deliverables .

     (a) Prior to or on July 1, 2005, the Seller shall coordinate with Todd Hurley of the Buyer (phone: 910-439-6147) and complete all actions required to transfer to Buyer all registrations corresponding to the Domain names as required by Section 6.1(d)(ii) in the Purchase Agreement.

     (b) Prior to or on July 7, 2005, the Seller shall

          (i) deliver to Kennedy Covington Lobdell & Hickman, L.L.P. (214 N. Tryon Street, 47 th Floor, Charlotte, North Carolina 28202, Attention: Myra Askins-Sullivan) copies of all registration and application materials relating to, as well as any written documentation

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