AGREEMENT OF PURCHASE AND SALE OF ASSETS
AGREEMENT dated July 1, 2002 by and among GOLDMAN ASSOCIATES OF NEW YORK, INC., a
New York corporation having its principal office at 2 Lambert Street, Roslyn Heights, New York 11577
("Seller"), and UNIVERSAL SUPPLY GROUP, INC., a New York corporation having its principal office at
275 Wagaraw Road, Hawthorne, New Jersey 07506 ("Purchaser").
W I T N E S S E T H:
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, the parties hereby agree
1. PURCHASE AND SALE.
(a) Subject to and upon the terms and conditions set forth in this Agreement, Seller will sell, transfer, convey,
assign and deliver to Purchaser, and Purchaser will purchase, at the Closing hereunder, the following assets
(hereinafter sometimes collectively called "Seller's Assets") of or relating to Seller's HVAC business in the
"Territory." The term "Territory" means New Jersey and the areas in New York that are indicated in the attached
map. The term "Business" means Seller's HVAC business in the Territory:
(i) Usable accessories (hereinafter collectively referred to as "Accessories") listed on Seller's disclosure schedule
dated as of this date (the "Disclosure Schedule");
(ii) The accounts receivable ("Receivables") related to HVAC and accessory sales in the Territory that are listed
in the Disclosure Schedule;
(iii) All customer orders with respect to the Business;
(iv) Supplier records and files;
(v) Customer records, lists and files, and purchase and sales history and pricing, in "software" form if possible,
and other customer property;
(vi) Employee lists, files, papers, books, records;
(vii) sales and advertising materials and records, sales and purchase correspondence; and
(viii) The goodwill of Seller relating to the Business.
(b) Seller's Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances.
2. PURCHASE PRICE; LIMITED ASSUMPTION OF LIABILITIES; RETURN OF CONSIGNED