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EXHIBIT 10.10
AGREEMENT FOR SALE OF SHARES BY SHAREHOLDERS
Agreement made on NOVEMBER 15, 1996 between XXXXX XXXXXX DEL XXXXX and
XXXX XXXXXX, herein referred to as sellers-shareholders, and AMBASSA HOLDINGS,
INC., a Delaware Corporation duly licensed to do business in the State of
Florida, with its principal offices at 0000 Xxxxxxx Xxx., Xxxxx 000, Xxxxx
Xxxxx, Xxxxxxx 00000 herein referred to as buyer.
RECITALS
(1) Sellers-shareholders own 55% (fifty five percent) of the
outstanding shares of common stock of the corporation known as Xxxxx & Cesar's
Food Service, Inc., a corporation formed under the laws of the State of Florida
with its principal place of business located at 0000 XX 000xx Xxx., Xxxxx, Xxxx
Xxxxxx, Xxxxxxx 00000, herein after referred to as the corporation. Three
hundred shares of the corporation have been issued as follows: Xxxxxxxx
Xxxxxxx-Xxxxx 135 shares; Xxxx Xxxxxx 75 shares; Xxxxx Xxxxxx del Busto 90
shares. (2) the corporation is engaged in the business of a grilled chicken
restaurant.
(3) Buyer desires to acquire the majority of the stock of the
corporation and to manage the business through such persons as it may designate
and, to this end, desires to acquire all of the shares of common stock of the
corporation owned by sellers-shareholders on the terms and conditions herein set
forth.
Now, therefore, in consideration of the above, and of the mutual
covenants herein contained and other good and valuable consideration, it is
agreed as follows:
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SECTION ONE
SALE OF STOCK
Upon the terms and subject to the conditions set forth in this
agreement, sellers-shareholders agree to sell, transfer, assign and deliver to
buyer, and buyer agrees to purchase, all of the outstanding shares of common
stock of the corporation owned by sellers-shareholders, consisting of 90 shares
of common stock of the par value of One Dollar ($1.00) per share owned, by Xxxxx
Xxxxxx del Xxxxx and 75 shares of common stock of the par value of One Dollar
($1.00) per share owned by Xxxx Xxxxxx.
Attached hereto is a copy of the Articles of Incorporation and By-Laws
of the corporation and any agreement covering the shares.
SECTION TWO
CONSIDERATION FOR STOCK
Upon the terms and subject to the conditions set forth in this
agreement, buyer agrees to pay to sellers-shareholders, as the purchase price
of such shares of capital stock of seller-corporation, the sum of ONE
HUNDRED SEVENTY THOUSAND Dollars ($170,000.00) and other good and valuable
consideration as set forth in SECTION THREE hereof. An xxxxxxx money deposit of
(FIFTEEN THOUSAND dollars ($15,000.00) provided by buyer and held in trust by
Xxxxxxxx, Xxxxxxxx & Wald shall, upon closing, be applied to the total purchase
price. The purchase price shall be due and payable upon closing, which shall
take place no later than December 31, 1996. If buyer fails to complete the
purchase within the specified time, sellers-shareholders shall be entitled to
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retain the xxxxxxx money deposit as liquidated damages for the failure of buyer
to perform under this agreement and this shall be seller-shareholders' sole and
exclusive remedy for buyer's, unjustified failure to close. In the event the
closing does not take place as due to failure of a closing condition or
seller-shareholder's breach of any terms and conditions herein, then, in that
event, such xxxxxxx money deposit shall be promptly returned to buyer.
SECTION THREE
ADDITIONAL CONSIDERATION
ASSUMPTION OF LIABILITIES
In addition to the purchase price specified in SECTION TWO and as
additional consideration for the transfer of the stock, buyer shall assume and
indemnify sellers-shareholders from personal liability sellers-shareholders may
be subject to as a result of the following: that certain Promissory Note and
Security Agreement executed by Xxxxx Xxxxxx del Xxxxx in favor of Xxxxxxxx
Xxxxxxx in the principal amount of TWENTY TWO THOUSAND NINETY THREE AND 75/100
Dollars ($22,093.75); that certain personal guarantee given by Xxxxx Xxxxxx del
Xxxxx to Xxxxx'x Chicken Grill, Inc. up to an amount not to exceed TWENTY FIVE
THOUSAND AND 00/100 ($25,000.00); and all taxes, penalties or fines imposed by
any governmental unit as a result of the operation of the business of the
corporation after the closing herein, and any and all other attempts to collect
from sellers-shareholders any amounts arising out of operation of
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the business of the corporation after transfer of the sharers pursuant to this
agreement. Buyer's liability for any such obligations arising prior to transfer
of the shares shall be limited to those in Exhibit A attached hereto and
substantially the same amounts listed therein. Buyer shall be required to
provide documentation acceptable to sellers-shareholders' counsel, including
general releases, evidencing the fact that the obligors have accepted the
assumption of liabilities by buyer. Buyer agrees to indemnify
sellers-shareholders for any amounts paid by them, whether directly or for
expenses and attorney's fees incurred to defend themselves from suit, which may
arise from buyer's failure to satisfy obligations set forth in Schedule A.
Sellers represent that to the best of their knowledge the obligations listed in
the schedules of the Chapter 11 Bankruptcy Case of the debtor, Case No.
96-16128-BKC-RAM are all of the liabilities of the corporation.
SECTION FOUR
CONDUCT OF BUSINESS BEFORE CLOSING
Sellers-shareholders covenant and agree that, from the date hereof
until the time of closing hereunder, the corporation will at all times conduct,
its business in the usual and ordinary course and will not, without the
written consent of buyer, (a) purchase, sell, or otherwise dispose of any
property or services of any kind whatsoever, other than purchases, and sales in
the ordinary course of business; (b) mortgage, pledge, create security interests
in or otherwise encumber any of its properties or assets; (c) make or incur any
capital commitment or expenditure or any unusual or long
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term commitment; (d) grant any increase in salary or other increased
compensation to any of its employees; (e) declare or pay any dividend or make
any other distribution to shareholders; reveal to third persons any trade
secrets, customer lists or other confidential or proprietary information, or act
otherwise in any manner which may adversely affect its rights, interest, assets,
or business; or (g) issue or sell any additional stock or other securities, or
grant any rights to subscribe for or to purchase, or any options or warrants for
the purchase of, any additional stock or other securities. Sellers-shareholders
shall deliver to buyer at time of closing an estoppel letter from the landlord
stating that all amounts due and owing have been paid, or a court order
approving assumptions of the lease on behalf of the corporation. Buyer shall
have a continuing right of inspection from the date of execution of this
agreement to the date of closing, including on premises tax returns and books
and records. Buyer will be provided with debtor-in possession reports at the
same time they are provided to the Bankruptcy Court. At the closing, all bills,
taxes and debts incurred between the filing of the bankruptcy petition and day
of closing will be paid by the corporation and rent and utilities will be paid
through the closing date. All inventory will be fully paid for and in good
condition and at normal levels.
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SECTION FIVE
CLOSING
The closing of the purchase and sale provided for herein shall take
place at 0000 X. Xxxxx Xxxxxxx, Xxxxx 000, Xxxx of Coral Gables, County of Dade,
State of Florida, at _______ ___.m., on ________, 19____, or at such other time
and place as may be mutually agreed upon by the parties hereto, such time and
date being herein referred to as the closing date. At the closing, the
sellers-shareholders shall deliver to buyer all share certificates free and
clear of all liens and encumbrances. Buyer will provide funding at the closing
to pay that certain lien held by Xxxxxxxx Xxxxxxx in the amount of $22,093.75
secured by the shares of Xxxxx Xxxxxx del Xxxxx. Sellers-shareholders will
execute all assignments and other instruments which may be necessary, desirable
or appropriate in order to transfer and assign to buyer all of the outstanding
shares of the corporation owned by them, all in form and substance satisfactory
to buyer.
SECTION SIX
DISCLAIMER OF WARRANTIES
Sellers-shareholders make no warranties regarding any property or
equipment owned by the corporation or used in its operation. Buyer acknowledges
that all assets of the corporation are in as-is condition and that no warranties
or representations are made by sellers-shareholders regarding the fitness of any
property for its use or for a particular purpose.
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SECTION SEVEN
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to and agrees with the
seller-corporation and the seller-shareholder as follows:
(1) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
(2) The execution, delivery and performance of this agreement by
buyer has been duly authorized by its board of directors, and will not result in
any breach of or violate or constitute a default under the articles of
incorporation or bylaws of the buyer or any indenture, mortgage or other
agreement or instrument to which it is a party.
SECTION EIGHT
PENDING COURT AND ARBITRATION PROCEEDINGS
Sellers-shareholders hereby disclose and buyer hereby acknowledges
that there is pending a Chapter 11 case, In re Xxxxx & Patty's Food Service,
Inc., Case No. 96-16128-BXC-RAM in which the corporation is the
debtor-in-possession. Buyer agrees it will assume responsibility for the defense
and/or prosecution of the Chapter 11 case and any proceeding therein and assume
responsibility for all legal fees incurred in connection with the Chapter 11
case arising after the closing herein.
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SECTION NINE
CHOICE OF LAW
This agreement shall, be construed according to the laws of the
State of Florida.
SECTION TEN
ENTIRE AGREEMENT
This instrument constitutes the entire agreement of the parties. The
parties agree that no party is entitled to rely on any verbal representation,
agreement or understanding regarding the subject matter of this transaction. No
supplement, modification, or amendment of any term, provision or condition of
this agreement shall be binding or enforceable unless executed in writing by the
parties hereto.
SECTION ELEVEN
ATTORNEYS' FEES
In the event of any litigation to construe or enforce the terms of
this agreement, the prevailing party or parties shall be entitled to recover
court costs, including reasonable attorneys' fees incurred in connection
herewith at the trial and appellate levels.
SECTION TWELVE
CONDITIONS OF SELLERS' OBLIGATION
At the closing the sellers-shareholders shall release the corporation
from any claims except as set forth in Schedule A and as provided for in this
agreement. Set forth in Schedule C is a
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true and correct sales report of the corporation for each of the 80 days prior
to the date hereof.
In witness whereof, the parties have executed this agreement at
___________________ on the date first above written.
/s/ Xxxxx Xxxxxx del Xxxxx
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Xxxxx Xxxxxx del Busto
Seller-Shareholder
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Xxxx Xxxxxx
Seller-Shareholder
AMBASSA HOLDINGS INC., Buyer
By: /s/ Attest: /s/ 11/15/96
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President Secretary
(corporate seal)
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EXHIBIT A
1. Personal guaranty of Xxxxx Xxxxxx del Busto of that certain Franchise
Agreement between Starr's Chicken Grill, Inc. and Xxxxx & Cesar's Food Service,
Inc. dated November 28, 1994 in an amount not to exceed $25,000.00.
2. Florida Department of Revenue Sales and Use Tax in the amount of $13,574.07.
3. State of Florida Department of Labor & Employment Security, Division of
Unemployment Compensation, unemployment taxes in the amount of $2,325.13.
4. Obligation of Xxxxx Xxxxxx del Busto to Xxxxxxxx Xxxxxxx-Xxxxx in the
principal amount of $22,093.75 as evidenced by that certain Secured Note, Escrow
Agreement and Security Agreement dated March 11, 1996.
5. Obligations to the Internal Revenue Service for payroll taxes in the amount
of approximately $8,000.00.
