PURCHASE AGREEMENT Ma Lan Wallach, Sole Member of 2400 Boswell, LLC, a California Limited Liability Company & AL International, Inc., a Delaware are Publicly Traded Corporation
Exhibit 10.30
PURCHASE AGREEMENT
Ma Xxx Xxxxxxx, Sole Member of 2400 Xxxxxxx, LLC,
a California Limited Liability Company &
AL International, Inc., a Delaware are Publicly Traded Corporation
THIS SALE AND PURCHASE AGREEMENT (hereinafter referred to as “Agreement”) is entered into as of the effective date of 15th day of March, by and between Ma Xxx Xxxxxxx, the sole member of 2400 Xxxxxxx, LLC, a California limited liability company (hereinafter referred to as “Seller”), and AL International, Inc., a Delaware publicly traded corporation with offices located at 0000 Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as “Buyer”).
WHEREAS, Seller has been doing business as 2400 Xxxxxxx, LLC, a single member California limited liability company since 2006; and
WHEREAS, 2400 Xxxxxxx, LLC, has as its only asset real property commonly known as 0000 Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx; and
WHEREAS, Seller has defaulted on a balloon payment required under the terms of the mortgage for the real property, 0000 Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx, which was due on or about November , 2011, and Buyer provided a loan to Seller to enable Seller to meet
requirements to cure the default and obtain a due date extension; and
WHEREAS, Seller desires to sell all interest in the limited liability company, 2400 Xxxxxxx, LLC, and its assets before the extended due date on or about June 2013; and
WHEREAS, Buyer desires to purchase 2400 Xxxxxxx, LLC, and its assets, including the goodwill of the business; now
THEREFORE, the parties hereby agree as follows:
I. SALE AND PURCHASE OF ASSETS
Subject to the terms and conditions set forth in this Agreement and contingent on the receipt of a Promissory Note made out to the benefit of Ma Xxx Xxxxxxx, Seller hereby sells, assigns, transfers, conveys, and delivers to Buyer, and Buyer hereby purchases all interest in 2400 Xxxxxxx, LLC, and its tangible and intangible assets, including all unknown and contingent rights.
II. PURCHASE PRICE AND PAYMENT
In consideration for the sale and transfer of said assets, Buyer hereby agrees to make the payment of an aggregate of Nine Hundred and Seventy Five Thousand Dollars ($975,000) in accordance with Appendix A.
A. As of the date of this Agreement, Buyer has delivered its Promissory Note to Ma Xxx Xxxxxxx in the amount of Three Hundred Ninety-Three Thousand Three Hundred Ninety- Three Dollars and Thirty-six Cents ($393,393,36), see Appendix B
B. Note receivable of $333,751.90, including principle and accrued interest owed by 0000 Xxxxxxx to AL International shall be credited against the purchase price. C. Cash payment of $247,854.70 shall be made by AL International.
III. LIABILITIES
It is understood that, except as otherwise expressly provided in this Agreement, Buyer is assuming the liabilities or obligations of 2400 Xxxxxxx, LLC, specifically the mortgage secured by the building.
IV. APPROVAL, AUTHORITY, AND OWNERSHIP
All approvals required for Seller to enter into this Agreement and sell its assets have been duly obtained, and Seller has full power, authority, and ownership to enter into this Agreement and to effectuate all of the transactions contemplated, without any conflict with any other restrictions or limitations, whether imposed by or contained in Seller’s Operating Agreement, or by any known legal requirement, agreement, or otherwise.
V. FINANCIAL STATEMENTS AND BUSINESS CONDUCT
The financial statements of Seller, as provided to and from Buyer, reasonably reflect the financial condition of Seller.
VI. ASSETS CONDITION
All of the fixed assets and equipment transferred under this Agreement, are in good condition and repair and are fit for the particular purposes for which they are intended to be used.
VII. SELLER’S KNOWLEDGE AND DISCLOSURE
Seller does not know, or have reason to know, of any matters, occurrences, or other information that has not been disclosed to Buyer and that would materially and adversely affect the assets purchased by Buyer or its conduct of the business involving such assets. Moreover, no representation or warranty by Seller in this Agreement, or any documents furnished to Buyer by Seller, contains or will contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained in these sources accurate.
VIII. SELLER COVENANTS
Seller agrees and covenants as follows: Seller agrees to cooperate with Buyer, and on Buyer’s reasonable request, to execute all documents and take all actions as necessary to perfect and implement Buyer’s full ownership of the assets of Seller purchased under this Agreement, to protect the good will transferred, and to prevent any disruption of Buyer’s business.
IX. BUYER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS
Buyer represents and warrants that it has full authority and approval to enter into this Agreement and to effect all of the transactions contemplated to be performed by Buyer in this Agreement, and covenants that it will make all payments and perform all such actions as required of it by this Agreement.
X. DEFAULT OR BANKRUPTCY
This Agreement shall be subject to termination by either party on default by the other party in performance of any of the terms, conditions or covenants of this Agreement and on failure to remedy such default within thirty (30) days after notice or demand.
XI. NOTICES
All notices or other communications shall be in writing and shall be personally delivered or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:
If to Seller:
Ma Xxx Xxxxxxx, 0000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000
If to Buyer:
AL International, Inc., 0000 Xxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000
Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail. If otherwise mailed, the notice shall be deemed given as of the earlier of the fourth business day after mailing or actual receipt.
XII. CONSTRUCTION
Except as otherwise provided, this Agreement:
A. Covers the entire understandings of the parties regarding its subject matter, superseding all prior agreements and understandings, and no modification or amendment of its terms or conditions shall be effective unless in writing and signed by the parties;
B. Inures to the benefit of, and is binding on, the respective successors, assigns, distributees, heirs, and personal representatives of the parties;
C. Shall not be interpreted by reference to any of its titles or headings, which are inserted for purposes of convenience only;
D. Is subject to the waiver and release of any of its requirements, as long as the waiver or release is in writing and signed by the party to be bound, but any such waiver or release shall be construed narrowly and shall not be considered a waiver or release of any further, similar, or related requirement or occurrence, unless expressly specified;
E. Is made in, and shall be construed under, the laws of the State of California. Any controversy or claim arising out of or relating to this agreement, or its breach, shall be settled in the Superior Court for the State of California, in San Diego County, Central Branch Court.
F. May be executed in one or more counterparts, all of which, together, shall be deemed to constitute one and the same Agreement.
IN WITNESS, the parties have executed this Agreement as of the effective day and year first written above:
FOR SELLER:
By: /s/ Ma Xxx Xxxxxxx
Ma Xxx Xxxxxxx, Managing Member
FOR BUYERS:
By: /s/ Xxxxxxx Xxxxxxx
