Sunbelt Business Brokers
AGREEMENT TO PURCHASE
April 18th, 2014
1. Xxx Xxxxxxxxx (the "Buyer") agrees to purchase from Oakridge Holdings Inc.
(the "Seller") all of the issued and outstanding stock of Xxxxxx Corporation
(hereafter, "Business") located at: 0000 Xxxxxx Xxxxxxxx Xxxxxxx, Xx. Xxxx, XX
which is held by the Seller (the "Stock").
2. The Purchase Price of $3,800,000 shall be paid as follows:
a. $20,000 Deposit on the date of this Agreement, included in Cash at
Closing to be deposited in the trust account of Broker within
3 business days of the offer acceptance by Seller.
b. __________ Additional deposit upon acceptance by Seller, included in
Cash at Closing.
c. $3,780,000 Balance of Cash at Closing paid at Closing in cash or
certified check.
$3,800,000 Total Cash at closing
d. __________ Additional terms:
$3,800,000 Total Purchase Price
3. The Closing shall take place on or before 4:00 p.m. on June 30th, 2014, at
the office of Sunbelt Business Brokers (hereafter, "Broker"). Closing costs
shall be shared equally by Buyer and Seller.
4. Seller warrants that at the time physical possession is delivered to
Buyer, all equipment will be in working order and that the premises will pass
all inspections necessary to conduct such business.
5. Sales tax, if applicable, will be paid for by the Buyer.
6. The Buyer and Seller agree to execute all documents necessary to
consummate this transaction.
7. This Agreement contains the entire understanding of the parties and there
are no organ agreements, understandings or representations relied upon by the
parties.
It may be modified only in writing and signed by both thte buyer
and Seller.
8. The Seller represents and warrants that it holds of record the Stock and
will deliver the shares representing the Stock free and clear of any liens,
claims or encumbrances on the closing date. Buyer will assume short term
liabilities arising from any work in process. Seller will assume all long
term liabilities. Seller will provide an updated balance sheet 10 days prior
to closing.
9. The following adjustments and pro-rations shall be made at Closing: rent,
utilities, prepaid expenses.
10. In case any litigation is instituted to collect any sum due Broker, the
Seller agrees to pay the expenses incurred by the Broker in connection with
such suit, including attorney's fees.
11. Seller shall indemnify and hold harmless Buyer from any claims,
liabilities, or obligations arising out of conduct of the Business prior
to Closing.
12. Buyer shall indemnify and hold harmless Seller from any claims,
liabilities, or obligations arising out of conduct of the Business after
closing.
13. If the Buyer and Seller fail to accept this Agreement by 3:00 P.M,
May 9th 2014, then this Agreement is null and void and the Buyer's Deposit
will be refunded.
14. Both Buyer and Seller agree that any information provided by Broker has
not been verified by Broker and both parties shall rely solely on their own
due diligence and hold Broker harmless from all claims regarding this
transaction.
15. Buyer agrees that if it should fail or refuse to complete this
transaction within fourteen days after the Closing date (#3, above) unless
amended in writing, then any funds on Deposit with the Broker will be
forfeited without notice to Buyer.
16. Conditions of Closing: Seller shall deliver to Buyer at, or prior to,
Closing the following: a) Consents necessary to assign to Buyer, or assume
by Buyer, any property leases the Business is party to. b) All licenses,
permits and franchise agreements necessary to operate or acquire the Business
shall be obtained by the Buyer or transferred to the Buyer by the Seller.
17. Contingencies:
Buyer review and approve financials.
The above Contingencies shall expire and the Deposit shall become
non-refundable without notice to the Buyer at 3:00 PM on May 15th, 2014
("Contingency Expiration Date"). The Deposit shall be refunded to the Buyer
upon Buyer's notification to the Seller in writing, via Broker, prior to said
date, that the Buyer is canceling this Agreement. The Business shall remain
on the market until the Deposit becomes non-refundable; however, Buyer may
notify Seller, in writing, via Broker, that the Deposit is non-refundable
prior to the Contingency Expiration Date. In such event, the Business shall
be removed from the market until the Contingency Expiration Date, after
which the Business may again be marketed. In the event that the Seller
receives an offer from another buyer prior to the Deposit becoming
non-refundable, that the Seller wishes to accept, Seller shall notify Buyer
in writing, via Broker, of said other offers. From the date of said
notification, Buyer shall have the earlier of 3 business days or the
Contingency Expiration Date above, to notify Seller in writing, via Broker,
that the Deposit is non-refundable or this Agreement to Purchase shall become
null and void and Deposit shall be fully refunded to Buyer.
18. Severability: The invalidity, illegality, or enforceability of any
obligation or provision under this agreement shall not affect or impair the
enforceability or legality of any remaining provision or obligation under
this agreement.
19. Buyer and Seller individually acknowledge receipt of a copy of this
Agreement.
NOTICE
THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY.
IF YOU DO NOT UNDERSTAND IT, CONSULT AN ATTORNEY.
BROKER IS NOT AUTHORIZED TO GIVE LEGAL ADVICE.
BROKER AND ALL OF BROKER'S AGENTS REPRESENT THE SELLER,
NOT THE BUYER, IN THIS AGREEMENT.
BUYER hereby agrees to buy on the terms set forth above.
Dated: 4/30/2014
BUYER NAME: Xxxxxx X. Xxxxxxxxx
BUYER SIGNATURE: /s/ Xxxxxx X. Xxxxxxxxx
Address: 2209 Samantha St. #15
City: De Pere State: WI Zip: 54115
The SELLER agrees to sell on the terms set forth above.
Dated: 5/9/2014
SELLER (Business Name): Xxxxxx XX, Inc.
SELLER SIGNATURE: /s/ XX Xxxxxx
Address: 0000 Xxxxxx Xxxxxxxx Xxx.
City: St. Xxxx State: MN Zip: 55121
