EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT made this 1st day of July 2008 by and between Xxxxxxx Xxxxx
("Xxxxx") located at 0000 XX 000xx Xxx. Xxxxxxxxxx, XX 00000, and Alpha Music
Mfg. Corp., a Florida Corp. ("Alpha") located at 0000 XX 00xx Xxx. Xxx "X"
Xxxxxxxxxx, XX 00000
In consideration of the mutual covenants contained herein, it is agreed by and
between the parties as follows:
1. Xxxxx shall sell and Alpha shall purchase, free and clear of all liens,
encumbrances and liabilities, those assets of Xxxxx'x business including but not
limited to good will, inventory, accounts receivable, furniture, fixtures and
equipment, all of which are more fully described and enumerated in Schedule A
which is attached and by this reference made a part hereof.
2. Alpha shall pay Xxxxx as the purchase price for the foregoing the sum of $
2,000 dollars. The total purchase price shall be payable in cash at closing.
3. Xxxxx shall sell, assign, transfer, and convey to Alpha the assets, free of
all liabilities.
4. All equipment included in the sale shall be in good working condition at the
time of sale. Alpha shall accept the assets "as is" without warranty as to their
condition and operation.
5. The actions to be taken by the parties hereto to close the transaction as
provided shall take place on July 1st 2008 at the office of Xxxxxxx Xxxxx,
Attorney at Law, located at 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxx 000 Xxxx Xxxxx, XX
00000 hereinafter referred to as the ("Closing Date"). At the closing, Xxxxx
shall deliver to Alpha possession of the assets, and good and sufficient
instruments of transfer, conveying and transferring the assets to Alpha. Such
delivery shall be made against payment and delivery to the Xxxxx of the price as
set forth herein above. The instruments of transfer shall contain covenants and
warranties that Xxxxx has good and marketable title in and to the assets.
6. Xxxxx covenants, warrants and represents:
(a) Xxxxx is not presently involved in any activity or outstanding dispute with
any taxing authority as to the amount of any property taxes due, nor has Xxxxx
received any notice of any deficiency, credit or other indication of deficiency
from any taxing authority.
(b) Xxxxx is the owner of and has good and marketable title to all of the assets
enumerated in the attached Schedule A, free from all encumbrances
(c) Xxxxx shall indemnify and hold harmless Alpha from any and all claims of its
creditors and such assets shall transfer to Alpha, free and clear of all liens
and encumbrances.
All representations and warranties made by Xxxxx shall survive the Closing.
7. Xxxxx hereby assumes all risk of loss, damage or destruction resulting from
fire or other casualty to the time of transfer of assets and Closing.
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8. This Agreement shall be binding upon the personal representatives, successors
and assignees of the parties. This Agreement and any accompanying instruments
and documents include the entire transaction between the parties and there are
no representations, warranties, covenants or conditions, except those specified
herein or in accompanying instruments and documents.
9. All covenants, warranties and representations herein shall survive this
Agreement and the Closing Date.
10. This Agreement shall be governed in all respects by the laws of the State of
Florida
IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date
and place first above written.
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx
Alpha Music Mfg. Corp
/s/ Xxxxxxx Xxxxx
-----------------
Xx. Xxxxxxx Xxxxx, President
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Schedule "A"
1. leasehold improvements at 0000 XX 00xx Xxx. Xxx "X" Xxxxxxxxxx, XX 00000
2. business and facsimile telephone number
3. website at xxx.xxxxxxxxxxxxxxx.xxx and related e-mail accounts
4. municipal and occupational licenses to the extent they are transferable
5. service marks, trademarks and trade names
6. 1 Lexmark Printer/Scanner
7. 1 Xxxxxx 5813
8. 1 Xxxxxx XX 020C
9. 2 Micro Boards Print Factory HP Inkjet CD Printers
10. 1 10 Drawer CD?DVD Burner
11. 1 7 Drawer CD?DVD Burner
12. 1 Hewlett Packard Computer HP Pavillion 9800
13. 2 JBL Speakers
14. 3 Media Form CD Burners
15. 1 Perforating Machine
16. 1 Versadine Slave Machine
17. 1 Concept Design Slave
18. 1 Scandia Automatic CD Over-Wrapper
19. 1 Allied Manual Shrink-Wrap Tunnel
20. 1 Apex Cassette Printer
21. 1 Manual Paper Cutter
22. 3 Xxxxxxxx 12" Automatic Presses
23. 2 Xxxxxxxx 7" Automatic Presses
24. 1 Record Xxxxxxx Forming Machine
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25. 1 Regrinding Machine
26. 1 Record Label Cutter
27. 30 HP Xxxxxx Fuel Boiler
28. 2 Air Compressors
29. 1 Automatic Record Shrink-Wrapping Machine
30. 1 Record Label Paper Drill
31. 1 GIMA CD 800 Packaging Machine
32. 1 Record Turn Table
33. 1 Pre-Amplifier
34. 1 Amplifier
35. 2 Record Label Dryers
36. 2 Water Machines
37. 1 E-Machine Office Computer
38. 1 HP LaserJet 1200 Series Printer
39. all other property owned and used by Seller in the business at the premises
40. inventory to include but not limited to:
A. 13 boxes of White 12" Record Jackets
B. 79 Rolls CD Overwrapping Film
C. 2 Rolls Shrink Wrap 10" wide
D. 4,000 7" White Sleeves
E. 6,000 12" White Sleeves
F. 300 12" White Jackets
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