Exhibit 2.4
ASSET PURCHASE AGREEMENT
This Agreement by and between Integrity Credit Services, Inc. of St
Petersburg, Florida, a corporation organized and existing pursuant to the laws
of the state of Delaware, d/b/a/Intrepid Travel and or Goldmark Travel
(hereinafter referred to as the "Seller"), and Affinity International Travel
Services, Inc. (hereinafter referred to as the "Buyer");
WITNESSETH
Whereas Seller owns and operates a series of Travel Agencies located in
Seminole and St. Petersburg Florida, and desires to sell the assets of the
business hereinafter listed to the Buyer; and Whereas the Buyer desires to
purchase selected assets of Seller upon the terms and conditions hereinafter
stated; and
Whereas this purchase and sale is limited to the assets hereinafter
specifically set forth, and it is the intention of the parties that Buyer shall
not assume any liabilities of the Seller other than those identified on Appendix
B attached.
NOW, THEREFORE, the parties hereto in consideration of the mutual
covenants, agreement undertakings hereinafter set forth, do hereby agree as
follows:
1. Sate of Selected Assets
Seller agrees to sell and Buyer agrees to purchase (a) all of the right,
title, interest, and goodwill of the assets of the Travel Agencies located at
0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 [Intrepid Travel] and at
0000 Xxx Xxxxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 [Goldmark Travel]; (b) The
right to use the Seller's names. Seller shall transfer or change names to effect
use of name by Buyer; (c) Fixtures and equipment, including the telephone system
and fax machine; (d) Goodwill, Intangible assets and covenant not to compete;
(e) Client records, materials, supplies, leasehold improvements, transferable
licenses, and telephone numbers. This Asset Purchase Agreement does not include
the following: Operating cash, Account Receivables, Certificate of Deposits
required for ARC Bond, and any deposits.
2. Landlord's Consent Requirements
This Contract is contingent upon Buyer obtaining the landlord's consent
for assignment of the leases at 0000 Xxxxxxxx Xxxx, Xxxxx 000 [Intrepid Travel]
and 0000 Xxx Xxxxxxxxx [Goldmark Travel].
3. Covenant Not to Compete and Employment Agreement
Seller covenants that after the closing date of this Agreement, he shall
not solely or jointly with any other person, firm, or corporation, either
directly or indirectly, carry on, engage in, or be interested in any manner in a
Travel business within Pinellas County or adjacent counties for a period of 3
years. In addition, Buyer will enter into an Employment Agreement with Xxxx X.
Xxxxxxx for a period of three (3) years at closing.
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4. Representations by Seller
Seller covenants and represents:
(a) That Seller is the owner of, and has good and marketable title to, all
of the assets specifically enumerated in Appendix A of this Agreement, free and
clear of all defects and encumbrances, and said assets shall be enjoyed by Buyer
free and clear of all encumbrances.
(b) That Seller has entered into no contracts related to its business,
such as union agreements, other than the utility bills accruing in the ordinary
course of business.
(c) That there are presently and will be at the time of closing, no liens
or security interests against the property and assets being transferred herein.
(d) That all of the equipment and fixtures to be transferred are now are
and at the closing date will be located at either 0000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxx and or 0000 Xxx Xxxxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx and will
not be removed therefrom without the written consent of the Buyer.
(e) Consents. No consent from or other approval of a governmental entity
or other person is necessary in connection with the execution of the Agreement
or the consummation by Seller of the business of Seller by Buyer in the manner
previously conducted by Seller.
(f) Litigation. There are no actions, suits, proceedings, or
investigations pending or, to the knowledge of the Seller, threatened against or
involving Seller or brought by Seller or affecting any of the property before or
by any federal, state, municipal, or other governmental department, commission,
board, agency, or instrumentality, domestic or foreign. Seller is not operating
its business under or subject to, or in default with respect to, any order,
writ, injunction, or decree of any court of federal, state, municipal, or
governmental department, commission, board, agency, or instrumentality, domestic
or foreign.
(g) Compliance with Laws. To the best of its knowledge, Seller has
complied with and is operating its business in compliance with all laws,
regulations, and orders applicable to the business conducted by it, and the
present uses by the Seller of the purchased property do not violate any such
laws, regulations, and orders.
(h) Liabilities. Seller has as of the purchase date and shall have on the
closing date no liabilities of any kind whatsoever, contingent or otherwise.
5. Indemnification Provisions
It is agreed by and between the parties that the Seller shall indemnify
and hold Buyer and its assigns harmless from any and all claims of any nature
whatsoever, including without limitation any creditor claims; and any claims for
wages, vacation, sick pay, or fringe benefits claimed by Seller's employees for
periods prior to the closing date. Seller shall furnish Buyer with a list of all
Seller's employees, full- and part-time, their current rate of compensation and
fringe benefits.
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6. Allocation of Purchase Price
Seller and Buyer agree that the Asset Purchase Price will be allocated as
follows: Accounts Receivable $ 0; Fixed Assets $69,264; Goodwill and Cover ant
not to compete $130,736; TOTAL $ 200,000.
7. Covenants of Seller
The Seller covenants with the Buyer as follows:
(a) The Xxxx of Sale to be delivered at the closing date will transfer all
the assets enumerated in the attached appendices free and clear of all
encumbrances and will contain the usual warranties;
(b) The business will be conducted up to the closing date in substantially
the same manner as it has been conducted in the past and in accordance with all
applicable laws and regulations.
8. Conditions Precedent of Buyer
The obligations of the Buyer hereunder are subject to the condition that
on or prior to the closing date:
(a) Representations and Warranties True at Closing. The representations
and warranties of the Seller contained in the Agreement or any certificate or
document delivered pursuant to the provisions hereof or in connection with the
transactions contemplated hereby shall be true on and as of the closing date as
though such representations and warranties were made at and as of such date,
except if such representations and warranties were made as of a specified date
and such representations and warranties shall be tree as of such date.
(b) Seller's Compliance with Agreement. The Seller shall have performed
and complied with all Agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the closing of the Agreement.
(c) Resolutions and Seller's Certificate. The Seller shall have delivered
to the Buyer copies of the resolutions of the board of directors of the Seller
authorizing the transactions contemplated herein, with such resolutions to be
certified to be true and correct by its secretary or assistant secretary,
together with a certificate of an officer of the Seller, dated the closing date,
certifying in such detail as the Buyer may request to the fulfillment of the
conditions specified in subparagraphs (a) and (b) above.
(d) Injunction. On the closing date, there shall be no effective
injunction, writ, preliminary restraining order, or any order of any nature
issued by a court of competent jurisdiction directing that the transactions
provided for herein or any of them not be consummated as herein provided.
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(e) Approval of Proceedings. All actions, proceedings, instruments, and
documents required to carry out this Agreement, or incidental thereto, and all
other related legal matters shall have been approved by counsel for the Buyer.
(f) Casualty. The purchased property or any substantial portion thereof
shall not have been adversely affected in any material way as a result of any
fire, accident, flood, or other casualty or act of God or the public enemy, nor
shall any substantial portion of the purchased property have been stolen, taken
by eminent domain, or subject to condemnation. If the closing occurs hereunder
despite such casualty as a result of the waiver of this condition by Buyer, the
Seller shall assign or pay over to the Buyer the proceeds of any insurance or
any condemnation proceeds with respect to any casualty involving the purchased
property that occurs after the date hereof.
9. Closing Date
This Agreement shall be closed on July 5, 1999, and the consideration to
be received by Seller from Buyer as presented on Appendix C will then be made.
At the closing, the Seller shall deliver to Buyer an appropriate Xxxx of Sale of
the assets specified to be sold and the keys to the premises in return for
payment as called for herein.
10. Miscellaneous
(a) This Agreement supersedes all prior agreements between the parties and
may not be changed orally.
(b) The terms and conditions of the Agreement shall be binding upon the
representatives, successors, and assigns of the respective parties.
(c) This Agreement shall be construed pursuant to the laws of the State of
Florida.
(d) This Agreement may be executed in two (2) or more counterparts, each
of which shall be deemed to be an original and all of which shall constitute a
single instrument, and the signature of any party of any counterpart shall be
deemed a signature to any and may be appended to any other counterpart.
11. Entire Agreement/Modification
This Agreement contains the entire agreement between the parties hereto
with respect to the transactions contemplated herein and no representation,
promise, inducement, or statement of intention relating to the transactions
contemplated by this Agreement has been made by any party that is not set forth
in the Agreement. This Agreement shall not be modified or amended except by an
instrument in writing signed by or on behalf of the parties hereto.
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For Seller, Integrity Credit Services, Inc.
/s/ Xxxx X. Xxxxxxx
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Date
July 15, 1999
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For Buyer, Affinity International Travel Services, Inc.
/s/ Xxxxxx Xxxxxxxx
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Date
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Appendix A - Assets to be Acquired
Refer to attached listing.
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Xxxxxxxx X - Liabilities to be assumed by Buyer
1. Lease between Integrity Credit Services, Inc. and Bluffs Retail
Associates, LP, for office space of Intrepid Travel, located at 0000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx.
2. Lease between Bayway Goldmark Travel Services, Inc. and EBK Properties,
Inc. for office space of Goldmark Travel, located at 0000 Xxx Xxxxxxxxx,
Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx.
3. Contract between Intrepid Travel and System One Amadeus, L.L.C.
4. Contract between Bayway Goldmark Travel Services, Inc., and System One
Amadeus, L.L.C.
5. Contract between Integrity Credit Service Inc., d/b/a/ Intrepid Travel and
Goldmark Travel and the Airlines Reporting Corporation.
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Appendix C - Consideration
140,00 shares of Common Stock of Affinity International Travel Services, Inc.
Symbol "AFFT"
Employment Agreement dated July 1, 1999 between Xxxx X. Xxxxxxx and Affinity
International Travel Services, Inc.
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Resolution
All of the Shareholders and Directors named in the Articles of Incorporation for
Integrity Credit Service, Inc. being present, upon motion duly being made and
carried it is:
Resolved that the sale of selected Assets of Integrity Credit Services, Inc.,
d/b/a/ Intrepid Travel and Goldmark Travel, located at 0000 Xxxxxxxx Xxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxx [Intrepid] and 0000 Xxx Xxxxxxxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, Xxxxxxx, is hereby ratified and approved. It is further
Resolved that Xxxx X. Xxxxxxx shall be designated to sign all documents on
behalf of Integrity Credit Services, Inc., to effectuate the sale of selected
assets of Integrity Credit Services, Inc.
Dated this 5th day of July, 1999
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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ABSOLUTE XXXX OF SALE
Know all men these present, that Integrity Credit Service, Inc., a Delaware
Corporation, 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000, ("Seller"),
for and in consideration of the sum identified on Appendix A of the attached
Asset Purchase Agreement, and Affinity International Travel Services, Inc., a
Florida Corporation ("Buyer"), the receipt whereof is hereby acknowledged by
Seller, has granted, bargained, sold, transferred and delivered, and by these
presents does grant, bargain, sell, transfer and deliver unto Buyer, the
following:
All equipment identified and appearing on Appendix A attached hereto.
Seller makes no warranty of merchantability or fitness for a particular purpose
in respect of any of the assets conveyed herein, and the same are conveyed in an
"as is, where is" condition, with all faults. By acceptance of delivery of this
absolute Xxxx of Sale, Buyer affirms that it has not relied on Seller's skill or
judgement to select or furnish the assets for any particular purpose, and the
Seller makes no warranty that the assets are fit for any particular purpose and
that there are not representations or warranties, expressed, implied or
statutory, with respect to any of the assets. Seller is the lawful owner of the
assets identified on Schedule A attached hereto, and Seller has the good right
to sell all of the assets identified on Schedule A attached hereto.
For Seller, Integrity Credit Services, Inc.
/s/ Xxxx X. Xxxxxxx
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Date
July 15, 1999
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For Buyer, Affinity International Travel Services, Inc.
/s/ Xxxxxx Xxxxxxxx
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Date
July 15, 1999
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ACCOUNTS RECEIVABLE AGREEMENT
Integrity Credit Services, Inc., a Delaware Corporation, 0000 Xxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 ("Seller"), and Affinity International Travel
Services, Inc., a Florida Corporation ("Buyer"), the parties to a Asset Purchase
Agreement dated ________________, 1999 agree that:
1. All Accounts Receivable arising from any invoices generated by Seller
through and including June 30, 1999 shall be the sole and exclusive
property of Integrity Credit Services, Inc. These include all invoices
generated by Intrepid Travel and Goldmark Travel.
2. All payments received by Buyer for invoices generated by Seller and
including June 30, 1999 shall be forwarded to Seller at 0000 Xxxxxxxxxxxx
Xxxx. XX., Xx. Xxxxxxxxxx, Xxxxxxx 00000 within ten (10) days of receipt.
For Seller, Integrity Credit Services, Inc.
/s/ Xxxx X. Xxxxxxx
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Date
July 15, 1999
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For Buyer, Affinity International Travel Services, Inc.
/s/ Xxxxxx Xxxxxxxx
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Date
July 15, 1999
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