EXHIBIT 99.1
AGREEMENT OF PURCHASE AND SALE
This Agreement of Purchase and Sale (this "Agreement") is made to be effective
on April 4, 2003 (the "Effective Date"), by and between IceGators Professional
Hockey LLC, a Delaware limited liability company ("Seller"), and Gator Play LLC,
a Louisiana limited liability company ("Buyer"). This Agreement contemplates a
transaction in which the Buyer will purchase certain of the assets and assume
certain of the liabilities of Seller in return for the consideration set forth
herein. In consideration of the mutual promises, agreements and covenants set
forth in this Agreement, Buyer and Seller hereby agree as follows:
ARTICLE I - SALE AND PURCHASE OF ASSETS
1.1 Sale and Purchase of Assets. Subject to, and upon the terms and
conditions hereof, and on the basis of the agreements, representations and
covenants contained in this Agreement, Seller shall sell, transfer, assign,
convey, set over and deliver to Buyer, and Buyer shall purchase and acquire from
Seller at the Closing all of the following assets of Seller (hereinafter
collectively referred to as the "Assets") used in the operation of a
professional ice hockey team known as the "Louisiana IceGators" and located in
Lafayette, Louisiana (the "Business"):
1.1.1 League Membership. All of Seller's right, title and membership
interest in and to the East Coast Hockey League (the "League").
1.1.2 Equipment. All of Seller's sport and training equipment and
uniforms.
1.1.3 Inventory. All of Seller's inventory of souvenir and licensed
merchandise relating to the Business (the "Inventory").
1.1.4 Personal Property. All of Seller's furniture, furnishings,
supplies and other tangible personal property listed on the attached Exhibit
1.1.4.
1.1.5 Contracts. The agreements listed on the attached Exhibit 1.1.5
(the "Contracts").
1.1.6 Intellectual Property. All of Seller's rights (if any) in and to
all trademarks, trade names, service marks and logos related to or used in
connection with the Business.
1.1.7 Documents. All copies and tangible embodiments of : all ticket
holder lists, mailing lists, sponsor lists, business records, correspondences,
sales and marketing records and literature.
1.2 Excluded Assets. Anything contained in this Agreement to the contrary
notwithstanding, cash, cash equivalents, security deposits, vendor deposits and
bank deposits existing on or before the Closing Date pertaining to the Assets
and operation of the Business and any and all notes, accounts receivable and
vendor receivables due Seller in connection with the operation of the Business
prior to the Closing Date, shall be retained by Seller and shall not be included
in the Assets (the "Excluded Assets").
ARTICLE II - CLOSING AND PURCHASE PRICE
2.1 The Closing. Subject to the satisfaction of the condition set forth in
Article III, the closing of the transactions contemplated by this Agreement (the
"Closing") shall take place ten business days following the last game played by
the IceGators professional hockey team during the 2002-2003 season (the "Closing
Date"), at the time mutually agreed to by Buyer and Seller, such time to be
during normal business hours based on Louisiana time, in Lafayette, Louisiana.
2.2 Consideration/Purchase Price. In consideration of the transfer of the
Assets and the other undertakings of Seller hereunder, Buyer shall assume all of
Seller's accrued and unpaid obligations under that certain Promissory Note,
dated July 31, 2002 in the original principal amount of $600,000 executed by The
Orlando Predators Entertainment, Inc. to the order of PNW Interests, L.L.C. and
Entertainment Venture Associates, L.L.C., Louisiana limited liability companies
(the "Carryback Note") pursuant to an Assignment, Assumption and Novation
Agreement substantially in the form of Exhibit 2.2 attached hereo (the "Novation
Agreement").
2.3 Assumption of Contracts. Upon Closing and subject to the terms and
conditions of this Agreement, Buyer agrees to assume and become responsible for
all of the liabilities and obligations which arise after the Closing under the
Contracts (the "Assumed Liabilities").
2.4 Delivery of Instruments at Closing. At the Closing, Seller shall
execute and deliver to Buyer a xxxx of sale, the Novation Agreement, an
assignment and assumption of Contracts, and such other instruments and documents
reasonably satisfactory in form and substance to the parties and their counsel
as shall be effective to vest in Buyer on the Closing Date good title to the
Assets, subject to no lien, charge, security interest or other claim, right,
interest or encumbrance, other than those which constitute the Permitted
Encumbrances (as that term is defined in Section 4.1.5 below). Buyer shall
execute and deliver to Seller the Novation Agreement and such other assignment
and assumption agreements (pursuant to which Buyer shall have assumed the
obligations of Seller in respect of the Assumed Liabilities), and other
instruments and documents reasonably satisfactory in form and substance to the
parties and their counsel.
ARTICLE III - CONDITION TO CLOSING
3.1 Conditions to Obligation. The obligation of Seller and Buyer under this
Agreement are subject to Buyer and Seller, obtaining, on or before the Closing
Date, the required consents and approvals of the League (and in connection
therewith, Buyer and Seller each covenant and agree to use commercially
reasonable efforts to obtain such consents and approvals) to transfer of the
Assets, including the membership in the League. Buyer shall pay all fees owing
to the League in connection with the transfer of Seller's interest in the League
and shall promptly post all letters of credit required by the League.
3.2 Failure to Meet a Condition. In the event that the condition set forth
in Section 3.1 above is not timely satisfied then this Agreement shall be void
and of no further force or effect and neither party shall have any further duty
or obligation to the other under this Agreement.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Seller. In order to induce Buyer to
enter into this Agreement, Seller hereby makes the following representations and
warranties to Buyer each of which, except as hereinafter provided, shall be
deemed to be material:
4.1.1 Organization of Seller. Seller is a limited liability company
duly organized, validly existing and in good standing under the laws of
Louisiana.
4.1.2 Authority. Seller has all necessary limited liability company
power and authority to own the Assets and has the right, power and authority to
assign and transfer the Assets, in accordance with the terms and conditions
hereof. Seller has all necessary power and authority to execute, deliver and
perform this Agreement. This Agreement has been duly and validly authorized,
executed and delivered by, and is the valid and binding obligation of, Seller
enforceable in accordance with its terms.
4.1.3 No Consents. Except for any required consent by the League, no
consents, approvals, orders or authorizations are required for the execution and
delivery of this Agreement by Seller, for the transfer and assignment of the
Assets, or for the consummation by Seller of the transactions contemplated
hereby.
4.1.4 Financial Statements. Seller has delivered to Buyer the
following financial Statements (the "Financial Statements"): (i) the unaudited
balance sheet of Seller for the fiscal year ended as of September 30, 2002 and
the related profit and loss statement; and (ii) an interim unaudited balance
sheet as of February 28, 2003 and the related profit and loss statement. Except
as set forth therein or in the notes thereto, the Financial Statements have been
prepared in conformity with generally accepted accounting principles
consistently applied and present fairly the Seller's consolidated financial
position and results of operations of the Seller as of the date and for the
respective period covered thereby, except with respect to interim Financial
Statements, subject to normal year end adjustments.
4.1.5 Title to the Assets. Seller is the owner of the Assets to be
conveyed pursuant hereto and has good title to the Assets subject to the
following (the "Permitted Encumbrances"): (a) liens for taxes and other
governmental charges and assessments which are not yet due and payable, (b)
liens of landlords and liens of carriers, warehousemen, mechanics and
materialmen and other like liens arising in the ordinary course of business for
sums not yet due and payable, (c) the Assumed Liabilities, and (d) other liens
or imperfections on property which are not material in amount or do not
materially detract from the value of or materially impair the existing use of
the property affected by such lien or imperfection. Seller shall convey to Buyer
at the Closing the Assets, free and clear of any and all liens or encumbrances
whatsoever except the Permitted Encumbrances.
4.1.6 Taxes. Seller has filed all tax returns which are required to be
filed and has paid all any federal, state, local or foreign net income,
alternative or add-on minimum, gross income, gross receipts, property,
franchise, sales, use, transfer, gains, license, excise, employment, payroll,
withholding or minimum tax, or any other tax, custom, duty, governmental fee or
other like assessment or charge of any kind whatsoever, together with any
interest or any penalty, addition to tax or additional amount imposed by any
governmental body (collectively "Taxes") which have become due prior to the
Closing Date. All monies required to be withheld by Seller from employees of the
Seller for income Taxes and social security and other payroll Taxes have been
collected or withheld, and either paid to the respective governmental bodies,
set aside in accounts for such purpose, or accrued, reserved against and entered
upon the books of the Seller.
4.1.7 Labor and Employment Matters. To Seller's knowledge, Seller has
complied in all material respects with all requirements of law which relate to
employment, prices, wages, hours, discrimination in employment and collective
bargaining. Seller: (i) has paid, if and when due, and until the Closing Date
will pay if and when due, all salaries, bonuses, commissions and compensation
for all periods prior to the Closing Date due to all employees, consultants,
players, coaches and contractors of Seller; and (ii) has withheld and paid over,
and until the Closing Date will withhold and pay over if and when due, to the
proper tax receiving offices, all taxes (including state and federal income,
FICA and FUTA taxes), required to be withheld from or paid with respect to such
payments for all periods prior to the Closing Date.
4.1.8 No Finder. Neither Seller nor any person acting on its behalf
has paid or become obligated to pay any fee or commission to any broker, finder
or intermediary for or on account of the transactions contemplated by this
Agreement.
4.1.9 Accounts Payable. All accrued and unpaid accounts payable
attributable to the 2002-2003 season ("Accounts Payable") shall remain the
obligations of Seller and Buyer shall have no liability therefor. The list of
the Accounts Payable attached hereto as Exhibit 4.1.9 contains an accurate list,
to Seller's knowledge, of the Accounts Payable through April 7, 2003. Seller
shall provide to Buyer an updated list of Accounts Payable on the Closing Date.
Seller shall pay (without discount) the Accounts Payable on the Closing Date by
delivering to Buyer certified checks payable to each payee for the full amount
of the applicable Account Payable. Buyer covenants and agrees to promptly
(within one business day following the Closing Date) deliver the certified
checks to the appropriate payee. Seller shall also deliver on the Closing Date
to the law offices of Xxxxx Xxxxxx ("Xxxxxx") the sum of $15,000 to be held in
Xxxxxx' trust account (the "Escrowed Funds"). The Escrowed Funds will be used to
pay any Account Payable which has not been paid in full by Seller as of the
Closing Date; two business days prior to making any payments from the Escrowed
Funds, Xxxxxx shall notify Seller of payee and the claimed amount. Any unused
Escrowed Funds shall be paid to Seller on the earlier to occur of the receipt by
Buyer of a written notice of full satisfaction from each of the Account Payable
payees or 60 days following the Closing Date. Buyer is hereby authorized to
contact, from and after the Closing Date, each payee to verify the outstanding
Account Payable. Buyer and Seller shall use commercially reasonable efforts to
obtain a written notice of full satisfaction from each of the payees as soon as
possible following the Closing Date.
4.2 Representations and Warranties of Buyer. In order to induce Seller to
enter into this Agreement, Buyer hereby makes the following representations and
warranties to Seller, each of which shall be deemed to be material.
4.2.1 Organization. Buyer is a Louisiana limited liability company,
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it was organized.
4.2.2 Authority. Each of the persons executing this Agreement on
behalf of Buyer is duly authorized to do so. Buyer has full right and authority
to enter into this Agreement and to consummate the transactions contemplated
herein. This Agreement constitutes the valid and legally binding obligation of
Buyer and is enforceable against Buyer in accordance with its terms.
4.2.3 No Finder. Neither Buyer nor any person acting on its behalf has
paid or become obligated to pay any fee or commission to any broker, finder or
intermediary for or on account of the transactions contemplated by this
Agreement.
4.3 Scope of Representations and Warranties, Limitations, Acknowledgments.
Other than as expressly provided in this Agreement and the Exhibits attached
hereto, neither Seller nor Buyer makes any other representation or warranty to
the other regarding the Assets or the Business. Except for the express
representations and warranties contained in this Agreement, Buyer acknowledge
that Seller does not make any express or implied representation or warranty with
respect to Seller, the Assets, the Business or otherwise or with respect to any
other information provided to Buyer. Except for liability resulting from breach
of express representations or warranties contained in this Agreement, neither
Seller nor any other person will have or be subject to any liability or
indemnification obligation to Buyer or any other person to the extent resulting
from the distribution to Buyer or Buyer's use of any information related to
Seller or the Assets or the Business. In connection with Buyer's investigation
of the Business, Buyer may have received or may receive from or on behalf of
Seller certain projections or forward looking statements, including projected
statements of operating revenues and income from operations. Buyer acknowledges
that there are uncertainties inherent in attempting to make such estimates,
projections and other forecasts and plans, and Buyer is taking full
responsibility for making its own evaluation of the adequacy and accuracy of all
estimates, projections and other forecasts and plans so furnished to Buyer
(including the reasonableness of the assumptions underlying such estimates,
projections and forecasts). Accordingly, Seller makes no representation or
warranty with respect to such estimates, projections, forward looking statements
and other forecasts and plans (including the reasonableness of the assumptions
underlying such estimates, projections and other forecasts and plans).
ARTICLE V - SURVIVAL AND INDEMNIFICATION
5.1 Survival. All representations, warrants, covenants and agreements of
Seller and Buyer contained in this Agreement shall survive the Closing Date and
the conveyance of the Assets for a period of nine months.
5.2 Seller's Indemnification.
(a) Seller shall indemnify and hold Buyer harmless from, and be liable
to Buyer for, any and all damages, liabilities, costs and expenses (collectively
"Losses") sustained by Buyer (including, without limitation, all reasonable
legal fees and costs), resulting from or attributable to the breach of any
covenant or any of the representations and warranties of Seller.
(b) From and after the Closing, Seller shall further indemnify and
hold Buyer harmless from, and be liable to Buyer for, any and all Losses that
may be sustained by Buyer (including, without limitation, reasonable legal fees
and costs) in respect of any liability or obligation of the Business arising
prior to the Closing Date that does not constitute a Permitted Encumbrance.
5.3 Buyer's Indemnification.
(a) Buyer shall indemnify and hold Seller harmless from, and be liable
to Seller for, any and all Losses sustained by Seller (including, without
limitation, all reasonable legal fees and costs), resulting from or attributable
to the breach of any covenant or any of the representations and warranties of
Buyer.
(b) From and after the Closing, Buyer shall further indemnify and hold
Seller harmless from, and be liable to Buyer for, any and all Losses that may be
sustained by Seller (including, without limitation, reasonable legal fees and
costs) in respect of: (a) the Carryback Note; (b) any Assumed Liability, and/or
(c) any liability or obligation of the Business arising after the Closing Date.
5.4 Defense of Claim. In case any claim, demand or deficiency (a "Claim")
is asserted or any action is commenced or notice is given of any administrative
or other proceeding against either party ("Indemnitee") in respect of which
indemnity properly may be sought against the other party ("Indemnitor") pursuant
to this Agreement, Indemnitee shall give prompt notice thereof in writing to
Indemnitor. Within 30 days after receipt of such notice (or prior to such
earlier date as any answer in any administrative or other proceeding is due),
Indemnitor may give Indemnitee written notice of its election to conduct the
defense of such Claim at its own expense (and any separate counsel engaged by
Indemnitee shall be at its expense). If Indemnitor has given Indemnitee such
notice of election to conduct the defense, Indemnitee shall nevertheless have
the right to participate in the defense thereof, but such participation shall be
solely at its expense. If Indemnitor shall not notify Indemnitee in writing
(within the time hereinabove provided) of its election to conduct the defense of
such Claim, Indemnitee may (but need not) conduct (at the expense of Indemnitor)
the defense of any Claim. The party assuming the defense of a Claim hereunder
(the "Defending Party") shall notify the other party of its intention to settle,
compromise or satisfy any such Claim and may make such settlement, compromise or
satisfaction unless such other party (the "Assuming Party") shall notify the
Defending Party in writing (within 30 days after receipt of such notice of
intention to settle, compromise or satisfy) of its election to assume (at its
sole expense) the defense of any such Claim and promptly thereafter take
appropriate action to implement such defense. The Assuming Party shall indemnify
the Defending Party and hold it harmless against any losses in excess of the
amount of losses the Defending Party would have incurred if the proposed
settlement had been agreed to. Indemnitee shall cooperate with Indemnitor in
such defense, at Indemnitor's cost, and Indemnitee shall provide reasonable
access to, and copies of, records requested by Indemnitor and shall provide the
reasonable assistance of Indemnitee's employees in connection with such defense.
ARTICLE VI - CONDUCT PRIOR TO CLOSING
6.1 Cooperation; Access to Records.
6.1.1 Preservation of Business. From and after the Effective Date
until the Closing Date, Seller shall use commercially reasonable efforts to
maintain and preserve its business organization intact and to maintain its
relationship with its players, coaches, ticket holders and sponsors. Buyer shall
be entitled to contact Seller's sponsors, coaches, players, employees and
consultants in cooperation with Seller's personnel, which personnel shall be
made reasonably available to Buyer for such purpose.
6.1.2 General Requirements. Neither Seller nor Buyer shall voluntarily
undertake any course of action inconsistent with satisfaction of the
requirements applicable to it as set forth in this Agreement, and each shall
promptly do all such acts and take all such measures as may be appropriate to
enable it to perform as early as practicable the obligations herein provided to
be performed by it. Buyer and Seller shall each promptly do all such
commercially reasonable acts required to insure the satisfaction of the
condition set forth in Article III.
6.2 Conduct of Business Pending Closing. Seller hereby agrees that, unless
it receives the prior written consent of Buyer from and after the date hereof
until the Closing Date, Seller shall not operate the Business otherwise than in
a manner consistent with past practices. Seller represents and warrants that it
has not and during the pendency of this Agreement will not collect or receive
any funds from advance ticket sales or sponsorship for the upcoming season and
covenants and agrees to hold any such funds it may receive in trust for Buyer
and to turn over such funds at the Closing. Seller acknowledges and agrees that
any funds from advance ticket sales or sponsorship for the upcoming season are
specifically NOT Excluded Assets.
ARTICLE VII - COSTS, TAXES AND ADJUSTMENTS
7.1 Sellers's Costs. At Closing, Seller shall pay (a) the costs of
releasing all monetary liens (except the Permitted Encumbrances) encumbering the
Assets as of the Closing Date, (b) any and all other expenses of, or to be paid
by, Seller under the other terms of this Agreement, and (c) Seller's own
attorneys' fees. Seller shall remain responsible for payment of all accrued and
unpaid wages and all related payroll taxes through the Closing Date. Payroll
taxes shall be paid by Seller in a timely manner.
7.2 Buyer's Costs. At Closing, Buyer shall pay (a) pay any transfer or
similar tax arising as a result of the consummation of the transactions
contemplated herein, (b) all expenses of, or to be paid by, Buyer under the
other terms of this Agreement, and (c) Buyer's own attorneys' fees. ARTICLE VIII
- DEFAULT
8.1 Buyer's Default. If Seller is ready, willing and able to tender to
Buyer the documents and other matters required of Seller at Closing but Buyer
fails to close in breach of the terms of this Agreement, then Seller shall have
the right, exercisable by giving notice to that effect to Buyer, to terminate
this Agreement, in which event Buyer shall be obligated to reimburse Seller for
its documented out of pocket expenses as Seller's sole remedy.
8.2 Seller's Default. If Buyer is ready, willing and able to tender to
Seller the documents and other matters required of Buyer at Closing but Seller
fails to close in breach of the terms of this Agreement, then Buyer shall have
the right, exercisable by giving notice to that effect to Seller to: (i)
terminate this Agreement prior to the Closing; or (ii) to file suit in any court
of appropriate jurisdiction for specific performance of the terms and provisions
of this Agreement; provided that Buyer must bring an action for specific
performance within sixty (60) days after the date of the Seller breach and if
Buyer fails to timely file such action, this remedy shall not be available to
Buyer and Buyer's sole remedy shall be as set forth in Section 8.2(i) above.
8.3 Attorneys' Fees. The losing party shall pay all attorneys' fees and
costs incurred by the prevailing party in any proceeding arising out of or to
enforce the provisions of this Agreement, whether the same are incurred in
preparation for or in pursuit of litigation, or both, all as equitably
determined by the applicable court.
ARTICLE IX - CONFIDENTIALITY
9.1 Confidentiality. All of the "Confidential Information" exchanged
between Buyer and Seller is confidential and is to be kept confidential by the
parties, who may, however, disclose same, on a "need-to-know" basis, to their
directors, officers, partners, employees, agents, advisors, attorneys,
accountants, consultants, bankers and financial advisors. Before disclosing any
such information to such representatives or authorizing them to receive any such
information, each party shall instruct them to keep that information
confidential in the same manner. Except with respect to any financial
information provided by one party to the other, the foregoing provisions of this
Article shall terminate at Closing if Buyer does in fact purchase the Assets.
The term "Confidential Information" means all information provided by a party
except information available in public records, information that is or becomes
generally available to the public because of release by the respective party or
information that must be released under applicable law or a valid, final
judicial or administrative order.
9.2 Remedies. The parties agree that any actual or threatened violation of
any of the provisions of Section 9.1 may be immediately restrained or enjoined
by any court of competent jurisdiction, and that a temporary restraining order
or emergency, preliminary or final injunction may be issued in any court of
competent jurisdiction, without notice and without bond. Notwithstanding
anything to the contrary contained in this Agreement, the provisions of this
Section shall survive the Closing.
ARTICLE X - NOTICES
10.1 Notice; Addresses. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given, delivered and
received (a) when delivered, if delivered personally by a commercial messenger
delivery service with verification of delivery, (b) four days after mailing,
when sent by registered or certified mail, return receipt requested and postage
prepaid, (c) one business day after delivery to a private courier service, when
delivered to a private courier service providing documented overnight service,
(d) on the date of delivery if delivered by facsimile and electronically
confirmed before 5:00 p.m. (local time) on any business day, or (e) on the next
business day if delivered by facsimile and electronically confirmed either after
5:00 p.m. (local time) or on a non-business day, in each case addressed as
follows:
If to Seller:
The Orlando Predators Entertainment, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxxx
with a copy to:
Xxxxxx & Short, P.C.
Two Renaissance Square
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
If to Buyer:
Gator Play LLC
0000 Xxx 00 Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention Xxxxx Xxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxx Xxxxxx
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
ARTICLE XI - MISCELLANEOUS
11.1 Right to Waive Conditions. Either party may waive any of the terms or
conditions of this Agreement made for such party's benefit provided that such
waiver is in a writing signed by the waiving party. No waiver by any party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
11.2 Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective heirs, legal
representatives, successors and permitted assigns.
11.3 Partial Invalidity. If any term, covenant or condition of this
Agreement, or the application thereof, to any person or circumstance shall be
invalid or unenforceable at any time or to any extent, then the remainder of
this Agreement, or the application of such term, covenant or condition to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby. Each term, covenant and condition
of this Agreement shall be valid and enforced to the fullest extent permitted by
law.
11.4 Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the Assets and there are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with respect
to the Assets, this Agreement, or the transaction described in this Agreement,
other than as set forth in this Agreement.
11.5 Modifications. This Agreement may not be modified orally or in any
manner, other than by an agreement in writing signed by all the parties or their
respective successors in interest.
11.6 Further Assurances. In addition to the respective obligations
required to be performed under this Agreement, Seller and Buyer shall each
perform, at Closing or from time to time thereafter, such other acts, and shall
execute, acknowledge and/or deliver such other instruments, documents and other
materials, as may be reasonably required in order to consummate the transaction
described in this Agreement, including, but not limited to, transferring all of
Seller's right, title and interest, if any, in and to any trademarks, trade
names, service marks and logos. It is understood and agreed, inter alia, that
the foregoing provisions shall not be deemed to require either party to perform
any of the obligations of the other.
11.7 No Third Party Beneficiaries. There shall be no third party
beneficiaries to this Agreement.
11.8 Headings. The headings used in this Agreement are for reference and
convenience only, and shall not enter into the interpretation of this Agreement.
11.9 Exhibits. All exhibits to this Agreement shall be considered
incorporated in this Agreement by reference and made a material part of this
Agreement unless otherwise stated.
11.10 Time of Essence. Time is of the essence of hereunder.
11.11 Assignment. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other party.
11.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
11.13 Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement.
11.14 Governing Law. This Agreement shall be governed by the laws of the
State of Louisiana.
[SIGNATURES BLOCKS CONTINUED ON NEXT PAGES]
SELLER'S
SIGNATURE PAGE
PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, Seller has signed and delivered this Agreement as its
own free act and deed.
SELLER
THE ICEGATORS PROFESSIONAL HOCKEY, LLC,
a Delaware limited liability company
By:________________________________________
Name:_______________________________________
Title:________________________________________
BUYER'S
SIGNATURE PAGE
PURCHASE AND SALE AGREEMENT
__________________________________
IN WITNESS WHEREOF, Buyer has signed and delivered this Agreement as its
own free act and deed.
BUYER:
Gator Play LLC, a Louisiana limited liability company
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
Exhibit 1.1.4
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List of Personal Property
Exhibit 1.1.5
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List of Contracts
1. Sponsorship Agreements for 2003-2004 Season: NONE
2. Coaches Agreements: Employment Agreement with Xxxxx Xxxxxxx, Head Coach,
dated August 1, 2002, with an annual salary of $66,000 plus bonuses.
3. Players Agreements: NONE
4. Personnel Contracts: Xxxxx Xxxxxxx only
5. Operating/Service Agreements:
X. Xxxxxx Xxxxx Equipment Lease
B. Vehicle Lease Agreement
6. Season Tickets: Two promotional seats (no consideration paid)
Exhibit 2.2
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Form of Novation Agreement
Exhibit 4.1.9
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List of Accounts Payable
