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
(Trussville Site) deed attached as Exhibit A.
| 4. |
Purchase
Price: $750,000.
|
| 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) |
Buyer
requires no survey, environmental inspection or other
inspections.
|
| (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)
|
Seller
will warrant good and marketable title to the assets being purchased
at
closing
subject to the other terms hereof.
|
|
(h)
|
As
a condition precedent, this option is void if Buyer fails to close
on the
Xxxxxxx Site, also owned by Automotive Services Group, LLC and currently
under contract.
|
| 6. |
Deposit:
Within
5 days of closing on the Xxxxxxx Car Wash, Buyer 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
. 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: None
|
| 8. |
Escrow:
Within
5 business days after closing of the Xxxxxxx Site, Buyer shall deposit
with the law firm of Xxxxxxx, Arant, et al. buyer's
deposit.
|
| 9. |
Additional
Terms:
|
|
(a)
|
Seller
shall not have the right to seek and enter into back-up transactions
during the Contract
Period.
|
| (b) |
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 Buyer
deposits funds into Escrow.
|
|
(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)
|
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")
