PERSONAL PROPERTY SALES AGREEMENT
Exhibit 10.3
THIS
AGREEMENT is made this 21st day of September, 2005, by and among Steak
n
Shake Operations, Inc., an Indiana corporation ("Seller") and Xxxxxxxx
Enterprises Emory, LLC
,an
Indiana limited liability company, and Xxxxxxxx
Enterprises Wild Geese, LLC, an
Indiana limited liability company, both having their principal offices at 0000
Xxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 or its assigns (collectively the
"Purchaser").
RECITALS
| A. |
Seller
and Purchaser have entered into that Multiple Unit Franchise Agreement
whereby Purchaser will become a franchisee of Seller and Seller will
transfer its interest in certain real and personal property located
in the
Knoxville, Tennessee metropolitan area to
Purchaser.
|
| B. |
The
Seller and Purchaser have entered into a separate agreement for the
sale
of the Real Estate located at 000 Xxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx
(the "Knoxville Real Estate"); and
|
| C. |
Seller
and Purchaser have entered into a separate Assignment and Assumption
Agreement whereby Purchaser will assume Seller’s leasehold interest in the
real property located at 000 X. Xxxxx Xxxx, Xxxxxx, Xxxxxxxxx (the
"Powell
Real Estate") (collectively Knoxville Real Estate and Powell Real
Estate
referred to as the "Real Estate").
|
| D. |
In
addition to transferring the Real Estate, Purchaser is desirous of
buying
and Seller is willing to sell all of the good will, inventory, equipment,
furniture and fixtures associated with the operation of its restaurants
on
the Real Estate under the terms and conditions set for
herein;
|
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants,
promises and agreements herein set forth, receipt and sufficiency of which
is
hereby acknowledged, Seller and Purchaser mutually agree as
follows:
1. PURCHASE
OF ALL PERSONAL PROPERTY ON PREMISES
Purchaser
agrees to purchase and Seller agrees to sell all good will, together with the
inventory (including food and beverage inventory), equipment, furniture and
fixtures listed on Schedule 1, attached hereto and incorporated by reference,
located in and on the Real Estate (the "Personal Property"). The parties
acknowledge that expressly excluded from the assets sold hereunder are the
following items: cash, accounts receivable, Third-Party owned
equipment.
| 2. |
CONTINGENCIES
|
The
Parties’ obligations to purchase the personal property sold hereunder is
contingent upon the consummation of the sale of the Knoxville Real Estate and
the assignment and assumption of the Lease for the Powell Real Estate by
Purchaser and the commencement of the franchise contemplated by the Multiple
Unit Franchise Agreement.
| 3. |
PURCHASE
PRICE
|
The
purchase price for the Personal Property will be allocated as follows:
Personal
Property located at the Knoxville Real Estate: $440,000
Personal
Property located at the Emory Real Estate: $140,000
The
purchase price shall be paid in cash to Seller at closing.
| 4. |
WARRANT
TITLE
|
Seller
warrants that it is the owner of all of the personal property sold hereunder
free and clear of any liens or encumbrances and that to the best of Seller’s
actual knowledge, there are no restrictions that prevent or prohibit Seller
from
transferring title to all such personal property to Purchaser at
closing.
| 5. |
USE
PENDING CLOSING
|
Seller
shall not sell or transfer any of the Personal Property except for inventory
in
the normal course of business.
| 6. |
INSPECTION
|
The
parties shall conduct a walk-through inspection prior to closing to verify
the
conditions and status of all Personal Property on the Real Estate. If Personal
Property is not at the Real Estate, Purchaser shall deduct the value of said
items, as reasonably determined by the Purchaser, from the Purchase
Price.
| 7. |
XXXX
OF SALE
|
At
closing, the Seller shall tender a Xxxx of Sale transferring all personal
property on the premises to Purchaser, and assigning all
warranties.
| 8. |
CLOSING
|
Closing
shall take place simultaneously with the transactions for the transfer of
Seller’s interest in the Real Estate, at a mutually agreed upon location unless
extended by mutual agreement of the parties. Seller shall surrender possession
of the Personal Property at closing.
EXECUTED
on this, the 21st day of September, 2005, by Purchaser.
|
Xxxxxxxx
Enterprises Emory, LLC
an
Indiana limited liability company
|
By:
__/s/ Xxxx X. Reinwald____________________________
Title:_Member_______________________________
|
Xxxxxxxx
Enterprises Wild Geese, LLC
an
Indiana limited liability company
|
By:
_/s/ Xxxx X. Reinwald__________________________
Title:_Member_____________________________
EXECUTED
on this, the 21st day of September, 2005, by Seller.
STEAK
N
SHAKE OPERATIONS, INC., an Indiana corporation
By:
_/s/ Steak n Shake Operations,
Inc._________________________________
Name:
_/s/
Xxxxx X. Milne___________________________________
Title:
_General Cousel, Corporate Secretary_____________________
SCHEDULE
1
EQUIPMENT,
FURNITURE AND FIXTURE LIST
(To
be
compiled during the inspection period)
