EXHIBIT 10.38
NORTH CAROLINA
BUNCOMBE COUNTY
AGREEMENT
This Agreement made this 1st day of October, 2001, by and between
Asheville Packing Company, Inc., hereinafter referred to as APC, Xxxxxxxx X.
Xxxxxx, hereinafter referred to as CHC, Xxxxx X. Xxxxxx, hereinafter referred to
as REC, and Xxxxx Xxxxxx Xxxxxx, hereinafter referred to as LBC, Sellers, and
Momentum Food Service, Inc., hereinafter referred to as MFS, Buyer.
WITNESSETH:
The Seller, APC, is the owner of real property located in Buncombe
County, North Carolina as set forth on Schedule "A" hereto attached and various
tangible and intangible assets as shown on the books of the corporation.
The Sellers, CHC, REC and LBC, are the owners of various tracts of real
property in Buncombe County, North Carolina as set forth on Schedule "A" hereto
attached.
The Sellers wish to sell and the Buyer wishes to purchase said assets
of APC and the real property described on Schedule "A" upon the terms and
conditions hereinafter set forth.
Now, therefore, in consideration of the premises and other good and
valuable considerations, receipts of which is acknowledged, it is hereby agreed
as follows:
1. The Closing
The closing shall take place on October 1, 2001.
2. The Purchase Price and Obligation of Sellers and Buyer.
The Purchase Price shall be $ 1,600,000.00 and payable as follows:
A. At the closing, Buyer shall place the sum of $10,000.00 in
escrow and to be held in the trust account of Xxxxxxx, Best,
Xxxxx and XxXxxxxxx, P.A.
B. At the closing, APC shall deliver a Xxxx of Sale to Buyer for
the tangible and intangible assets of APC.
C. At the closing, APC, CHC, REC and LBC shall place executed
warranty deeds for the real property listed on Schedule "A" in
escrow and to be held by Xxxxxxx, Best, Xxxxx and XxXxxxxxx,
P.A. until Buyer has secured the funds, as hereinafter set
forth, to complete the transaction. At the completion of the
transaction the deeds shall be delivered to Buyer for
recording. The completion date shall be on or before December
3, 2001.
D. The purchase price shall be paid on the completion date as
follows:
(i) The escrow funds of $10,000.00
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(ii) $1,190,000.00 cash from the proceeds of a loan to be
secured by Buyer from a lender of its choosing upon
such terms and conditions as said lender commits to;
(iii) A purchase money promissory note and deed of trust on
the real property transferred to Buyer payable to APC
in the amount of $400,000.00 at an interest rate of
8% per annum amortized over a 15 year period payable
in consecutive monthly installments for 35 months
with a balloon payment on the 36th month. Monthly
payments shall begin 30 days from the completion
date. If the amount of lender's loan shall be less
than $1,200,000.00, Sellers agree to increase the
amount of the purchase money loan by the amount of
the decrease from $1,200,000.00. Within one year from
the completion date, the principal amount of the Note
shall, at Seller's option, be convertible into
shares of Floridino's International Holdings, Inc.
common stock under Rule 144(c) based upon a per share
price of $2.00 which such shares shall be subject to
a right of first refusal by the Buyer. The
re-purchase price shall be at the then market value
of the common stock.
(iv) The Buyer shall immediately following the closing
apply for the lender loan and use its best efforts to
obtain a loan in the amount of $1,200,000.00.
E. The real property taxes and personal property taxes for the
year 2001 on the property sold shall be prorated as of October
1,2001 and paid on the completion date.
F. The tangible and intangible personal property conveyed to
Buyer by APC shall not include the following assets shown on
the August 31, 2001 balance sheet of APC:
(i) a 1993 Buick Roadmaster;
(ii) a 1999 Ford Expedition subject to a loan from
Asheville Savings Bank and all payments on this loan
are to be made by REC beginning on 10/1/01 and said
loan shall be paid in full on December 3, 2001 by
REC;
(iii) two life insurance policies on the lives of CHC and
REC; the cash value thereof which is subject to loans
thereon;
(iv) Shareholder loan in the amount of $ 130,243.04 to CHC
and REC with any promissory notes evidencing said
indebtedness;
G. The tangible and intangible personal property conveyed to
Buyer by APC shall include but not be limited to the
following:
(i) The inventory as of October 1, 2001;
(ii) The accounts receivable as of October 1, 2001 less
the stockholder loans in F (iv);
(iii) The accounts payable as of October 1, 2001 less the
Asheville Savings Bank loan less the items set forth
in J below;
(iv) Cash on hand and cash in the bank as shown on the
September 30, 2001 balance sheet less funds needed to
pay the items in J below;
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H. The name, Asheville Packing Company, shall be transferred to
Buyer and APC shall change its corporate name promptly
following the closing. The USDA number will be transferred to
Buyer.
I. At the closing, Buyer shall enter into a two year consulting
agreement with REC, the terms of which shall include (i)
strict non-compete provisions during the term and continuing
for one year thereafter, (ii) consulting fees of $2,000.00 per
month during the employment term, and (iii) a performance
based bonus of 50,000 shares of Buyer per year for each year
of the term upon mutually acceptable terms and conditions.
J. At the closing, APC shall issue a check payable to Buyer in
the amount of cash in bank as shown on its balance sheet as of
September 30,2001 less the amount APC owes for North Carolina
and Federal Income Tax Withheld from employees' pay, PICA
taxes due, Federal and North Carolina Unemployment taxes due
and North Carolina Sales taxes due.
K. Buyer may assume APC's North Carolina Unemployment Insurance
(NCUI) rating as of closing.
L. Buyer will receive all the business records of Seller on hand
at the closing and give Seller access to said records if
requested by APC.
M. APC warrants that all equipment transferred to Buyer at
closing is in good mechanical working condition. No further
warranty is made thereafter regarding the equipment purchased.
N. The Selling Parties shall have the authority to allocate the
purchase price among the assets transferred at the closing as
of the completion date.
O. Buyer shall have the right to assume the present telephone
number of APC and the yellow pages advertising.
3. Survival of the Agreement After Closing
The terms and provisions of this Agreement shall survive the closing on
October 1, 2001 thru the completion date.
4. Warranties of Sellers
A. All of the Selling Parties warrant that each has full
authority and legal capacity to execute this agreement and any
documents related thereto and carry out the terms and
provisions thereof, that there are no legal actions pending or
threatened against any party hereto, that there are no
employment contracts in existence with any employee of APC and
that there are no liabilities of any party hereto against the
assets transferred other than shown on APC's balance sheets.
Further, there are no liens or mortgages outstanding against
any of the real property or personal property to be
transferred except property taxes which are to be prorated at
the completion date.
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B. Authority; Execution and Delivery; Requisite Consents,
Nonviolation Sellers have all requisite power and authority to
execute, deliver and perform this Agreement and each other
document or instrument executed by any of them, or any of its
officers, in connection herewith or therewith or pursuant
hereto or thereto and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary action on the part of
the Sellers. This Agreement is duly executed and delivered by
the Sellers and the legal, valid and binding obligation of the
Sellers, enforceable against Sellers in accordance with its
terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium or other similar laws
affecting the enforceability of creditors' rights in general
or by general principles of equity.
5. Maintenance Contracts
Buyer assumption of maintenance contracts, if any, of APC on tangible
assets transferred to Buyer as of October 1, 2001.
6. Representations and Warranties of Buyer
Buyer hereby represents and warrants to, and agrees with, the Seller as
follows:
A. Organization, Good Standing and Qualification
The Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Florida.
It has all requisite power and authority to carry on its
business as now conducted and as proposed to be conducted.
Buyer has all requisite power and authority to enter into and
perform this Agreement and the transactions contemplated
hereby.
B. Authority; Execution and Delivery; Requisite Consents
Nonviolation Buyer has all requisite power and authority to
execute, deliver and perform this Agreement and each other
document or instrument executed by any of them, or any of its
officers, in connection herewith or therewith or pursuant
hereto or thereto and to consummate the transactions
contemplated hereby and thereby. The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary action on the part of
the Buyer. This Agreement is duly executed and delivered by
the Buyer and the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its terms,
except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium or other similar laws
affecting the enforceability of creditors' rights in general
or by general principles of equity.
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7. Default on Obligation to Perform
A. In the event Sellers default and fail to complete their
respective obligations under this Agreement, the deposit
monies shall be returned to Buyer, the deeds in escrow shall
be returned to Sellers and the assets of APC shall be returned
to the successor corporation of APC less normal wear and tear.
The return of such properties shall not be deemed a waiver of
any rights and remedies to which Buyer may be entitled to.
B. In the event Buyer defaults and fails to complete its
obligations under this Agreement, the return of properties as
set forth in paragraph 7A shall be followed. The return of
such properties shall not be deemed a waiver of any rights and
remedies to which Seller may be entitled to.
8. Counterparts
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
9. Governing Law
This Agreement shall be governed by and construed and enforced in
accordance with, the laws of the State of North Carolina without regard
to conflicts of law principles. Any disputes with respect to the
interpretation of this Agreement or the rights and obligations of the
parties hereto shall be brought in the state and Federal courts of the
State of North Carolina. Each of the parties waives any right to object
to the jurisdiction or venue of either of such courts or to claim that
such courts are an inconvenient forum.
10. Successors
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and assigns. Any
assignees or successors shall take any such assignment(s) subject to
all obligations of the assigning or original party and subject to any
and all defenses. Nothing herein shall relieve an assigning party of
its obligations under this Agreement.
11. Entire Agreement
This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior oral or
written communications, understandings and agreements, oral or written
and cannot be changed except by an instrument in writing signed by the
parties hereto.
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12. Headings
The headings in this Agreement are for convenience of reference only,
are not a part hereto and shall not affect the interpretation or
construction hereof.
13. Notices
Any notice required or permitted hereunder shall be in writing, and
shall be delivered personally or sent by certified mail, return receipt
required, or confirmed facsimile transmission as follows:
If to Seller: Xx. Xxxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxxx,XX 00000
with copy to: Xxxxxxx X. Xxxxx
XX Xxx 0000
Xxxxxxxxx, XX 00000
If to Buyer: Floridino's International Holdings, Inc.
0000 Xxxxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
with copy to: Xxxxxxxx Xxxxxxx Xxxx, Esquire
000 Xxxxxxxxx Xxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
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In Witness Whereof, the parties have duly executed this agreement as of
the date first above written.
Sellers Buyers
Asheville Packing Company, Inc. Momentum Food Service, Inc.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxxx
----------------------- ------------------------
President Title CHAIRMAN
/s/ Xxxxx X. Xxxxxx
---------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxx
---------------------------
Xxxxxxxx X. Xxxxxx
Xxxxx Xxxxxx Xxxxxx
BY: Xxxxxxxx X. Xxxxxx
-----------------------
Attorney-in-fact
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Schedule "A"
Asheville Packing Company, Inc. - Real Property
PIN: 9648.13-04-4999 and 9648.13-04-4326
Xxxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx - Real Property
PIN: 9648.13-04-4120, 9648.13-04-4159, 9648.13-04-4155 and 9648.13-04-5120
Xxxxx Xxxxxx Xxxxxx - Real Property
9648.13-04-4246
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NORTH CAROLINA CONTRACT TO SELL REAL PROPERTY
BUNCOMBE COUNTY
This contract to sell real property made this 1st day of October, 2001,
by and between Asheville Packing Company, Inc., a North Carolina corporation
("APC"), Xxxxxxxx X. Xxxxxx ("CHC"), Xxxxx X. Xxxxxx ("REC") and Xxxxx Xxxxxx
Xxxxxx ("LBC"), hereinafter referred to as "Sellers" and Momentum Food Services,
Inc. ("Buyer") hereinafter referred to as Buyer.
WITNESSETH:
For and in consideration of the terms and conditions hereinafter set
forth, the sellers agree to sell and convey the real property hereinafter
described to Buyer by North Carolina form general warranty deeds and Buyer
agrees to pay Sellers with valuable considerations as hereinafter set forth.
1. The real property to be conveyed (sometimes called the property or
"property" herein) are those parcels of land and the buildings and improvements
situated thereon, located in the City of Asheville, Buncombe County, North
Carolina and described as PIN 9648.13-04-4999, 9648.09-05-5120, 9648.09-05-4155,
9648.09-05-4159, 9648.09-05-4246, 9648.09-05-4120 and 9648.09-05-4326 and/or PIN
# 9648.09-05-4120, 4194, 4246 and 4326 as described in Deed Books 1198 page
247; 2610 page 635; 1843 page 491; 2136 page 548; 1246 page 442 and 1311 page
409, Buncombe County Registry. The legal descriptions are hereto attached.
2. The purchase price for said real property shall be paid as follows:
a) Buyer, by and through its parent company, Floridino's
International Holdings, Inc., has deposited the sum of $ 1
0,000.00 with the law firm of Xxxxxxx, Best, Xxxxx and
XxXxxxxxx, PA. Upon closing, the deposit shall be returned to
said parent company by said law firm.
b) Buyer, by and through its parent company, Floridino's
International Holdings, Inc., shall transfer 800,000 shares of
common stock of Floridino's International Holdings, Inc., to
Seller. Such common stock shall be purchased from Seller
pursuant to a certain Common Stock Purchase Agreement of even
date herewith ("the Stock Agreement"). Buyer shall execute and
deliver to sellers a purchase
money deed of trust in the amount of $1,400,000.00 as security
for the guaranty of the obligations of Gaby Holdings II LLC,
as set forth in said Stock Agreement, pursuant to a Guaranty
Agreement of even date herewith ("the Guaranty Agreement").
Foreclosure proceeding under the terms of said Deed of Trust
may be commenced only upon a default in the payment schedule
by Gaby Holdings II LLC under the terms of said Stock
Agreement and after notice has been given as provided for in
said Deed of Trust, Stock Agreement and/or Guaranty Agreement
and any applicable cure period has expired.
3. Sellers warrant that there are no liens against said real property
or government laws or regulations that would prevent Buyer from the reasonable
use of the property as it was used by sellers.
4. Real property taxes are to be prorated at closing.
5. The closing, of this sale shall be held on or before December
1,2001. Sellers shall pay for deed preparation, their attorney fees, documentary
stamps and any other transfer taxes in connection with the conveyance of said
real property. Buyer shall pay for all recording costs, its attorney fees,
survey, title insurance premium and hazard insurance premium.
6. Buyer shall name Sellers as a loss payee on any hazard insurance
policy it obtains on the real property to be conveyed.
7. Buyer and Sellers each warrant to the other that it and they have
not dealt with any real estate broker in connection with this transaction, but
if any claim is made by any realtor, the party which dealt with such realtor
shall pay the commission due without loss to other party.
8. TITLE EXAMINATION AND OBJECTIONS. Title to the Property at the
Closing shall be marketable fee simple and good of record and in fact. At the
Closing, Seller shall convey marketable title to the Property in fee simple by
means of a general warranty deed, free and clear of any and all liens,
mortgages, deeds of trust, security instruments, leases, tenancies and
occupancies, covenants, conditions, restrictions, easements, rights-of-way,
licenses, encroachments, judgments or encumbrances of any kind except:
(i) the lien of real estate taxes not yet due and payable; and
(ii) zoning and building restrictions and other laws, ordinances and
regulations of governmental bodies having jurisdiction over the
Property, easements, rights-of-way and
2
other matters that would be disclosed by an accurate survey, and which
are acceptable to Purchaser.
9. Sellers have not received any notice of nor are they aware of any
pending, threatened or contemplated action by any governmental authority or
agency having the power of eminent domain which might result in any part of the
Property being taken by condemnation or conveyed in lieu thereof. Further,
Sellers are not aware of any action, suit or proceeding pending or threatened
which would affect the Property or title thereto. Sellers further represent and
warrant that to the best of Sellers' knowledge (i) the Property is not in
violation of any laws or ordinances or any regulations, orders or other
requirements of any governmental authority having jurisdiction over the
Property, including without limitation any of the foregoing which relate to
public health and safety, worker health and safety, or pollution or protection
of the environment, including those relating to the presence, use, production,
generation, handling, transportation, treatment, storage, disposal,
distribution, discharge, release, control or cleanup of any hazardous substance,
noise, radiation, emission or condition (ii) no consent or approval of any third
party is necessary for the conveyance of the Property pursuant to this
Agreement, (iii) there are no leases, tenancies or occupancies or options to
acquire or lease any interest in the Property, (iv) there are no building
service agreements affecting the Property except as may be set forth on Schedule
A attached hereto, (iv) all utilities necessary for the conduct of business
operations on the Property as is being conducted by APC on the Property as of
the date of this Agreement are available and sufficient for such business
operations, (v) the improvements necessary for the conduct of business
operations on the Property as is being conducted by APC on the Property as of
the date of this Agreement are in working order and condition as of the date of
this Agreement and (vi) a valid certificate of occupancy for the improvements on
the Property is in effect and permits the use of the improvements as they are
being used as of the date of this Agreement. Sellers will bring all of Sellers'
representations and warranties contained in this Agreement current to the date
of closing by delivery of an appropriate certificate at closing. Such
representations and warranties will survive the closing for a period of three
years.
10. Sellers will deliver to Purchaser at closing, an affidavit in a
form reasonably satisfactory to Purchaser stating that Sellers are not "foreign"
persons" as that term is used in Section 1445 of the Internal Revenue Code.
Sellers will furnish at closing lien waivers showing
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no mortgage or liens against the Property and any other documents required by
Buyer's title insurance company to insure Buyer's title to the Property subject
to the matters to which Buyer has agreed to accept title, pursuant to Paragraph
8 of this contract.
11. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of North Carolina.
12. FURTHER ASSURANCES. The parties hereto agree that they will each
take steps and execute such documents as may be reasonably required by the other
party or parties to carry out the intents and purposes of this Agreement.
13. SEVERABILITY. In the event any provision or portion of this
Agreement is held by any court of competent jurisdiction to be invalid or
unenforceable, such holding will not affect the remainder hereof, and the
remaining provisions shall continue in full force and effect to the same extent
as would have been the case had such invalid or unenforceable provision or
portion never been a part hereof.
14. AUTHORITY. Seller and Purchaser hereby represent, covenant and
warrant that all actions necessary by their respective Board of Directors,
shareholders, partners or member/managers will have been obtained and that they
will have been specifically authorized to enter into this Agreement and that no
additional action will be necessary by them in order to make this Agreement
legally binding upon them in all respects. Purchaser and Seller covenant to
provide written evidence of compliance with this Section prior to Closing.
15. NO SURVIVAL. Closing shall constitute acceptance of performance of
all obligations hereunder unless, by its clear and express terms a provision
provides for performance after closing. The provisions of Paragraph 9 of this
Contract shall survive the closing for the period provided for therein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.
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Sellers Buyer
Momentum Food Services, Inc.
/s/ Xxxxx X. Xxxxxx By /s/ Xxxx Xxxxxxxxx
--------------------------- --------------------------
Xxxxx X. Xxxxxx Xxxx Xxxxxxxxx, President
/s/ Xxxxxxxx X. Xxxxxx
---------------------------
Xxxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx Xxxxxx
By /s/ Xxxxxxxx X. Xxxxxx
Asheville Packing Company, Inc.
By /s/ Xxxxx X. Xxxxxx
---------------------------
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EXHIBIT "A"
Assets of Asheville Packing Company, Inc. transferred
to Momentum Food Service, Inc.
1. Inventory on hand as of October 1, 2001.
2. Accounts receivable as of October 1, 2001, less stockholder loans due
from Xxxxxxxx X. Canon and Xxxxx X. Xxxxxx.
3. Accounts Payable as of October 1, 2001 less
(a) North Carolina and Federal Income Taxes withheld from
employees' pay;
(b) FICA taxes due Internal Revenue Service;
(c) North Carolina Unemployment Taxes due as of September 30,
2001;
(d) North Carolina Sales Taxes due as of September 30, 2001;
(e) Promissory Note due Asheville Savings Bank on 1999 Ford
Expedition.
4. The name Asheville Packing Company.
5. The telephone number 000-000-0000.
6. Cash on hand and in the bank as of October 1, 2001 less items a, b, c
and d in item 3 above.
7. North Carolina Unemployment Insurance (NCUI) Rating.
8. Deed to Real Property owned by Asheville Packing Company, Inc. to be
held in escrow until completion date.
9. The USDA number held by Asheville Packing Company, Inc.
SCHEDULE A
Building Service Agreements
None
EXHIBIT "A"
Beginning at an unmarked point which is located where the Eastern
margin of the right of way of Depot Street intersects with the Southern margin
of the right of way of Xxxxxxxx Street; and runs thence with the said Southern
margin, North 84 degrees 27' East 100 feet to a point where said Southern margin
intersects with the Western margin of the right of way of Xxxxx Street; thence
with said Western margin the following 7 courses and distances: South 22
degrees 45' East 79.56 feet, South 23 degrees 0' 16" East 43.57 feet, South
22 degrees 40' 53" East 50.06 feet, South 23 degrees 55' 06" East 31.86 feet,
South 22 degrees 45' East 65.95 feet, South 39 degrees 39' 39" East 10.32 feet,
South 37 degrees 49' 56" East 79.88 feet and South 36 degrees 14' 57" East 56.91
feet to an iron pipe at the intersection of said Western margin with the
Northern margin of an alley; thence with said margin of said alley, South
42 degrees 15' West 278.95 feet to an iron pin in the Eastern margin of the
right of way of Depot Street; thence with said Eastern margin the following 2
courses and distances: North 47 degrees 46' West 77 feet and North 5 degrees
33' West 170 feet to an iron pin; thence leaving said margin; North 82 degrees
12' 24" East 104,52 feet to an iron pin; thence North 5 degrees 56' 30" West
20.79 feet to an iron pin; thence South 82 degrees 14' 52" West 104.38 feet to a
point in said Eastern margin; thence with said Eastern margin, North 5 degrees
33' West 323.13 feet to the beginning, containing 2.049 acres, more or less. The
above described property is shown on a survey by J. Xxxxx Xxxxxx, RLS, dated
11/19/01 (B-5628) entitled survey for Momentum Food Services, Inc. and being all
of Lots 1,2,3,4,5,6,7,8,9, 10, 11, 12,14, and 15 and a portion of Lot 13 of
Block F as shown on a plat recorded in Plat Book 16 page 44, Buncombe County, NC
Registry reference to which is hereby made.
Being all the real property conveyed by deeds recorded in said Registry
in Book 1198 page 247, Book 2610 page 635, Book 1843 page 491, Book 2136 page
548, Book 1246 page 442 and Book 1311 page 469 reference to which is hereby
made.
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE XXXX OF SALE
In consideration of the sum of $10.00 and other good and valuable
considerations, the receipt of which is hereby acknowledged Asheville Packing
Company, Inc., a North Carolina corporation, hereinafter referred to as "Seller"
hereby grants, sells, bargains, conveys and delivers unto Momentum Food Service,
Inc. hereinafter referred to as "Purchaser" all those items of personal property
shown and described on the attached Exhibit "A", used in connection with its
business at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000. This Xxxx of Sale is made
pursuant to a Purchase Agreement entered into between Seller and Buyer dated
October 1, 2001, ("the Contract").
Seller warrants that it is the legal owner of all such personal
property above described and that said personal property is free from all liens
and encumbrances.
In WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed
by its duly authorized officer and its corporate seal to be hereunto affixed,
this 1st day of October, 2001.
ASHEVILLE PACKING COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
President
ATTEST:
/s/ Xxxxxxxx X. Xxxxxx
---------------------------
Secretary
EXHIBIT "A"
Assets of Asheville Packing Company, Inc. transferred
to Momentum Food Service, Inc.
1. Inventory on hand as of October 1, 2001.
2. Accounts receivable as of October 1, 2001, less stockholder loans due
from Xxxxxxxx X. Canon and Xxxxx X. Xxxxxx.
3. Accounts Payable as of October 1, 2001 less
(a) North Carolina and Federal Income Taxes withheld from
employees' pay;
(b) FICA taxes due Internal Revenue Service;
(c) North Carolina Unemployment Taxes due as of September 30,
2001;
(d) North Carolina Sales Taxes due as of September 30, 2001;
(e) Promissory Note due Asheville Savings Bank on 1999 Ford
Expedition.
4. The name Asheville Packing Company:
5. The telephone number 000-000-0000.
6. Cash on hand and in the bank as of October 1, 2001 less items
a, b, c and d in item 3 above.
7. North Carolina Unemployment Insurance (NCUI) Rating.
8. Deed to Real Property owned by Asheville Packing Company, Inc.
to be held in escrow until completion date.
9. The USDA number held by Asheville Packing Company, Inc.
