TERM SHEET
TERM
SHEET
| 1. |
Seller:
Automotive
Services Group, LLC, an Alabama limited liability company
("Seller") .
|
| 2. |
Xxxxxx:
Xxxxxxx
X. Xxxxxxxxx and X.X. Xxxxxxxx, Xx., or their assignee, subject
to the terms hereof (collectively,
"Buyer").
|
| 3. |
Property
to be Sold:
|
Birmingham
(Xxxxxxx) express car wash and real estate;
| 4. |
Purchase
Price: $1,500,000.
|
| 5. |
Terms:
|
|
(a)
|
Birmingham
real property to be sold free and clear of all real estate mortgages
and all other real estate liens and encumbrances except taxes and
assessments
not yet due.
|
|
(b)
|
Birmingham
express car wash to be sold subject to all equipment leases and contracts;
Buyer shall assume the same at closing and hold Seller harmless from
all
known
liabilities thereunder thru and after
closing.
|
|
(c)
|
Real
estate taxes and assessments to be pro-rated as of
closing.
|
| (d) |
Escrow
fees and all costs of the transaction to be paid one-half by Seller
and
one-half by
Xxxxx except as otherwise provided.
|
|
(e)
|
Buyer
to pay at closing the entire amount of any sales or use tax respecting
the
transaction.
|
| (f) |
All
other costs and attorney's fees of the transaction shall be borne
by the
party incurring
the same.
|
|
(g)
|
The
Birmingham express car wash business is sold "as-is, how-is" and
in its
condition
at closing without warranty or representation of any kind or nature,
express or implied from Seller except as provided herein. To the
extent
transferable, Seller shall assign to Buyer at closing any manufacturer's
warranties on equipment or
fixtures.
|
| (h) |
Seller
will warrant good and marketable title to the assets being purchased
at
closing subject
to the other terms hereof.
|
| 6. |
Deposit:
Concurrently
with the delivery of both balance sheets and 2006 tax returns, Xxxxx
shall
deliver to escrow a deposit of $50,000 subject to the terms hereof,
as
follows:
|
| (a) |
The
deposit shall be non-refundable except upon Seller's breach hereof
or
failure of property
to pass inspection or appraisal. In the event that Buyer breaches
this
Term Sheet or any subsequent agreement respecting this transaction,
the
deposit shall be treated
as Seller's liquidated damages, shall be released from escrow to
Seller
and shall
be Seller's sole remedy for Buyer's
breach.
|
|
7.
|
Buver's
Contingencies: Property
must passes phase one environmental inspection
and appraisal of $1,500,000 or more. Lender shall order both at Xxxxx's
expense.
|
|
8.
|
Escrow:
Upon
delivery of the documents described in 6 above, the Buyer shall
deposit
with the law firm of Sirotte & Xxxxxxx, P.C. buyer's
deposit.
|
|
9.
|
Additional
Terms:
|
| (a) |
Seller
shall not have the right to seek and enter into back-up
transactions.
|
| (b) |
The
employment agreements of Buyer with Seller shall terminate by mutual
agreement
of the parties without liability to either party upon
closing.
|
| (c) |
The
stock options heretofore granted to X. X. Xxxxxxxx in Patient Safety
Technologies,Inc.,
an affiliate of Seller, shall terminate upon
closing.
|
| (d) |
This
Term Sheet is intended to be binding upon the parties. This Term
Sheet
shall likewise constitute a part of the escrow instructions of the
parties.
|
| (e) |
Time
is expressly of the essence
hereunder.
|
| (f) |
Closing
of the transaction described herein shall take place no later than
30 days
after Seller
delivers documents listed above in item six (6) to Buyer and Buyer
receipts same.
|
|
(g)
|
Any
disputes respecting this Term Sheet, any subsequent agreement and
the
transaction described herein shall be resolved by the judicial reference
procedure described in the Alabama Code of Civil Procedure. The prevailing
party shall be entitled
to an award of attorney's fees.
|
| (h) |
This
Term Sheet, any subsequent agreement and the transaction described
herein
shall
be governed by and construed in accordance with the laws of the State
of
Alabama.
|
|
(i)
|
This
Term Sheet and any subsequent agreement contemplated hereby shall
be
binding upon
and inure to the benefit of the successors and assigns of the parties
hereto. Any assignment by Xxxxx hereto shall include the assumption
of
Buyer's obligations hereunder
and shall not release Buyer from any liability
hereunder.
|
| (j) |
This
Term Sheet constitutes the entire agreement of the parties with respect
to
the subject
matter
hereof and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. This Term Sheet
may be
modified only in writing
when signed by the person sought to be
charged.
|
|
(k)
|
This
Term Sheet may be executed in counterparts and all counterparts so
executed shall constitute
but one agreement.
|
| (l) |
Buyer,
as operator of the car wash, shall not prepay any liabilities associated
therewith;obligations
of the express car wash shall be paid only in the historic normal
course
of business."
|
| (m) |
Notices
hereunder shall be given in writing by facsimile or certified mail,
return
receipt
requested as follows:
|
| (1) |
If
to Seller:
|
Fax
no.:
With
a
copy to:
Fax
no.:
| (2) |
If
to Buyer:
|
PO
Box
130836
Birmingham,
AL
35213
Fax
no.:
866-496-
0339
Dated:
Automotive
Services Group, LLC
By:
Title: ("Seller")
Dated:
Xxxxxxx
X. Xxxxxxxxx
X.X.
Xxxxxxxx ("Buyer")
