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EXHIBIT 10.10
AGREEMENT TO PURCHASE BUSINESS DATED DECEMBER 16, 1996,
BETWEEN THE COMPANY AND CHIN X. XX
AGREEMENT TO PURCHASE BUSINESS
STATE OF GEORGIA )
) SALES CONTRACT
COUNTY OF RICHMOND )
THIS CONTRACT made and entered into this 16th day of December, 1996,
between Xxxxxxx & Co., Inc. (hereinafter referred to as the "Seller"), Chin
X. Xx, an individual (hereinafter referred to as the "Buyer"), and Xxxx X.
Xxxxxxx (hereinafter referred to as "Xxxxxxx");
W I T N E S S E T H:
WHEREAS, the Seller is the owner of certain equipment, fixtures and
personal property, both tangible and intangible (hereinafter referred to as
"assets"), being further set forth and identified in Exhibit "A" attached
hereto and by reference made a part hereof, said assets being used in the
operation of a computer software business being conducted under the name
"United Data Systems"; and
WHEREAS, the Seller is desirous of selling the assets of said business;
and
WHEREAS, Xxxxxxx is the major stockholder of Xxxxxxx & Co., Inc., and
the President of same and the owner of the real property upon which the
Seller operates said business; and
WHEREAS, the Buyer is desirous of purchasing said assets as set forth
above;
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
For and in consideration of Ten and 00/100 ($10.00) Dollars, and other
valuable consideration flowing to all parties, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:
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1. The buyer hereby agrees to purchase on or before December 16, 1996, all
the assets owned by the Seller used in the operation of the business
United Data System as set forth in Exhibit "A" attached hereto.
2. This sale and transfer shall be consummated on or before the date as set
forth above. Time is of the essence for this contract, and the Seller and
the Buyer agree that such papers as may be legal and necessary to carry
out the terms of this contract shall be executed and delivered by such
parties at the time the sale is consummated.
3. As consideration for the sale of these assets the Buyer agrees to do the
following:
a. Upon the execution of this contract pay to the Seller Ten Thousand and
00/100 ($10,000.00) Dollars as xxxxxxx money to be held in escrow with
said Ten Thousand and 00/100 ($10,000.00) Dollars to be applied toward
the sales price upon the closing of said sale. If said sale is not
consummated due to the fault of the Buyer, then and in that event,
said Ten Thousand and 00/100 ($10,000.00) Dollars shall be non-
refundable.
b. Pay Fifty-Five Thousand and 00/100 ($55,000.00) Dollars to the Seller
in a lump sum amount at closing.
c. Execute a promissory note in favor of the Seller in the amount of One
Hundred Twenty Thousand and 00/100 ($120,000.00) Dollars said note to
accrue interest on the unpaid principal at the rate of eight point
seven five (8.75%) percent annually, said note to be paid, payable in
twelve (12) quarterly installments beginning on April 15, 1997 and
further being secured by the assets conveyed herein.
4. The Seller expressly warrants ownership of all assets as set forth in
Exhibit "A", and expressly warrants that said assets are free and clear
from any liens and/or encumbrances. The Seller further warrants that on
the date of the closing of this sale it has no knowledge of any defect
present in any of said assets conveyed herein.
5. The Seller is to pay all liens, encumbrances, water charges and utility
charges and the like on said business existing at the time of the closing
and any and all transfer or other taxes, necessary to close this sale.
Rent, cost of cleaning, utility charges, licensing fees and
receptionist's salary shall be prorated as of the date of the closing.
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6. The Seller further transfers to the buyer all rights, title and interest
in and unto the trade names "United Data Systems" and the Seller hereby
permanently waives any and all rights to use or operate any business
under this name.
7. All leases, customer contracts, vendor contracts and similar ongoing
agreements related to the operation of this business are to be
transferred and assigned to the Buyer at or before closing.
8. The Buyer has not compelled compliance with the Bulk Sales Act of Georgia
O.C.G.A. Section 11-6-101, et seq. The Seller agrees to indemnify and
hold harmless the Buyer from any and all damages, suits, proceedings,
claims, demands or actions of any kind or nature, including, without
limitation, any and all attorney's fees and expenses incurred in
connection therewith, from anyone arising or growing out of or otherwise
connected with the Buyer's election not to compel compliance with the
provisions of said Bulk Sales Act. The Seller further agrees to furnish
the Buyer his affidavit containing a true, correct and full list of the
names and addresses of all creditors of the Seller for or on account of
the business (Exhibit "B" attached hereto) and a schedule of the property
transferred hereunder (Exhibit "A" attached hereto) as is required by the
Uniform Commercial Code Bulk Transfers of Georgia.
9. The Seller will indemnify and hold harmless and defend the Buyer from any
outstanding indebtedness owed by the Seller on the date of the closing of
the sale, including, but not limited to, claims that have matured or will
mature on that date, whether made by creditors, any government entity for
the payment of any taxes or other associated fees, withholding taxes,
employment taxes or any other related taxes. The Seller will also further
indemnify and hold harmless the Buyer from any claims made by any person,
firm, entity of their representatives arising out of any causes of
action, that occurred prior to the date of the closing of this sale in
any way connected or related to the seller's operation of "United Data
Systems", this indemnity to included any cost incurred by the Buyer in
the defense of any such claims or causes of action.
10. The Buyer further agrees, for a period of twenty (20) years from the date
the closing, to provide Seller with a copy of the United Data software
for Seller's own use and will provide Seller with all further releases of
the software at no charge. The Buyer
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agrees to provide normal support services as recognized in the industry
to the Seller at no charge during this period of time, but any additional
support service provided in excess of the normal support service will be
provided at the customary rate.
11. The Seller, for an additional payment of Twenty-Five Thousand and 00/100
($25,000.00) Dollars, further agrees, for a period of three years from
the date of this agreement, that it will not own or operate any business
that provides computer services or software support to any individual,
corporation or entity involved in the real estate industry within a
geographical area that encompasses the United States of America. The
payment of said Twenty-Five Thousand and 00/100 ($25,000.00) Dollars
shall be due and payable at the time of the closing of said sale as set
forth herein.
12. The Seller will maintain the confidentiality of and will not disclose to
anyone, other than the Buyer or anyone authorized by the Buyer to receive
said information, any trade secrets, trademarks, trade names, licenses,
processes, permits, slogans, advertising or promotional materials or
advertising lists involved in the Seller's operation of United Data
Systems
13. It is further agreed between the parties that the upstairs portion of the
building located at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000, which
is presently being occupied by United Data Systems, is to be sublet by
the Seller to the Buyer for a three (3) month period beginning on the
date of the closing. The rental of this space thereafter will be on a
month to month basis. The Buyer shall have the right to terminate the
lease at any time including the initial three (3) month period. Rent
shall be due at the beginning of each month in the amount of One Thousand
Three Hundred Sixty-Eight and 00/100 ($1,368.00) Dollars and non-
refundable. In addition to the rent, the Buyer agrees to pay the pro-rata
share of the cost of utilities, cleaning, and receptionist salary as
allocated by the existing allocation percentages to United Data Systems
until the Buyer relocates said business.
14. Xxxxxxx consents to the terms of said Sales Contract as to the lease of
the premises located at 000 Xxxxx Xxxxxx Road, and further agrees to be
subject to and bound by the covenant-not-to-compete as set forth herein.
The parties further agree that, although Xxxxxxx has individually signed
an Affidavit of Indebtedness as identified
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herein, the execution of this Affidavit will in no way impose any
liability on Xxxxxxx for any of the obligations and terms as set forth in
said sales contract.
15. The Seller shall have the right upon reasonable notification to receive
records material to performance under this agreement.
16. Excluding enforcement of the non-compete provision contained herein, all
disputes arising under this Contact or related to the sale (other than
claims in equity) shall be resolved by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.
Arbitration shall be by a single arbitrator experienced in the matter at
issue and selected by the Buyer and Seller. The arbitration shall be had
in such place in Augusta, Georgia, as may be specified by the arbitrator
(or any place agreed to by the arbitrator, Buyer and Seller). The
decision of the arbitrator shall be final and binding as to any matters
submitted under this Agreement; provided, however, if necessary, such
decision and satisfaction procedure may be enforced by either the Buyer
or Seller in any Court of Record having jurisdiction over the subject
matter or over any of the parties to this agreement. All cost and
expenses incurred in connection with such arbitration proceeding
(including reasonable attorney's fees) shall be borne by the party
against which the decision is rendered, or, if no decision is rendered,
such cost and expenses shall be borne equally by the Buyer as one party
and the Seller as the other party. If the arbitrator's decision is a
compromise, the determination of which party or parties bears the costs
and expenses incurred in connection with any such arbitration proceeding
shall be made by the arbitrator's assessment of the relative merits of
parties' positions.
17. It is further agreed between the parties that the Seller maintains a
commercial real estate brokerage business, a land development business,
Petersburg Racquet Club, Xxxx Homes, Inc., and Keystone Homes, Inc., and
none of the above are involved or contemplated in this Contract.
18. This Contract constitutes the sole and entire agreement between the
parties and no modification of this contract shall be binding unless
attached to this Contract and signed by all parties to the contract.
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21. No representations, promises or inducements not included in this contract
shall be binding upon any party hereto and the terms, warranties and
representations in this Contract will survive the closing and will be
enforceable in any court of law as the terms of a binding contract.
22. The parties agree that this Contract shall be governed by, construed and
enforced in accordance with the laws of the State of Georgia.
23. The parties agree that the failure of either party to insist upon strict
compliance with any of the provisions of this contract shall not be
considered to be a waiver of any subsequent default of the same or
similar nature.
24. The parties agree that in the event any provisions have been deemed
invalid or unenforceable for any reason, all other provisions shall
nevertheless remain in full force and effect.
25. The parties agree that this Contract will bind and enure to their heirs,
executors, administrators, successors and assigns. Seller hereby agrees
that Buyer shall have the right to assign this contract, at his option,
to a corporation which is now in existence or which will be formed in the
future.
26. The parties agree that this Contract shall be executed in triplicate and
each document shall be considered an original. IN WITNESS WHEREOF, the
parties have set their hands and seals hereto the day and year first
above written.
IN WITNESS WHEREOF, the parties have set their hands and sels
hereto the day and year first above written.
__________________________________ ) Seller:
WITNESS ) Xxxxxxx & Co., Inc.
) __________________________(L.S.)
__________________________________ ) BY:
NOTARY PUBLIC, ) As Its _________________________
Richmond County, Georgia )
My Commission Expires:____________ )
Individually:
Xxxx X. Xxxxxxx
__________________________(L.S.)
Buyer:
Chin X. Xx
__________________________(L.S.)
