AGREEMENT AND XXXX OF SALE
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THIS AGREEMENT is made and entered into as of this ___ day of June, 2002,
by and between The Potato Sack, Inc., a Pennsylvania corporation, and Vector
Holdings Corporation, a Nevada corporation.
W I T N E S S E T H :
WHEREAS, Buyer desires to purchase, and Seller desires to sell certain
tangible and intangible personal property identified herein, pursuant to the
terms and conditions set forth herein;
WHEREAS, Seller is the lessee under a certain lease agreement with Aventura Mall
Venture for the property commonly known as Room No. 1413, Aventura Mall, 00000
Xxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxx 00000 (the APremises@);
WHEREAS, Buyer is going to execute its own lease for the same space with
Aventura Mall Venture;
NOW, THEREFORE, in consideration of premises and covenants contained herein, the
parties hereto, intending to be legally bound, do hereby mutually covenant and
agree as follows:
1. PURCHASE OF ASSETS. Seller hereby sells and transfers to Buyer for the
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price of $47,500.00 the following described tangible and intangible personal
property: all contents, including inventory, products and equipment located and
situate on the Premises, all other personal property identified in composite
Exhibit AA@ attached hereto, all accounts receivables, phone numbers, client
lists, vendor lists, logos and the name AThe Potato Sack@ (collectively, the
AAssets@).
1.
AGREEMENT AND XXXX OF SALE
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2. SELLER'S WARRANTIES AND REPRESENTATIONS. Seller warrants and represents
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that it has good title to all of the personal property described in & 1, full
authority to sell and transfer same and that said goods and chattels. The
Assets are being sold and transferred Aas is@ and Awhere is@ and Seller
disclaims any implied warranty of condition, merchantability or fitness for any
particular purpose.
3. SELLER'S INDEMNIFICATION. Seller, and Xxxxxx Xxxxxxx and Buzz Xxxxxxxx,
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individually, agree to indemnify Buyer, its successors and assigns, defend each
of them against and hold each of them harmless from any and all actions,
damages, lawsuits, liabilities, expenses, attorneys= fees and litigation
expenses paid, incurred and/or suffered by any of them which arise out of,
result from or are in any way connected with:
a. Any and all liabilities and obligations of Seller, whether accrued,
absolute, contingent or otherwise and whether known or unknown, due or which
become due prior to, on or after the date of this Agreement, except for the
obligations specifically assumed by Buyer as provided in this Agreement.
b. Any and liabilities or claims arising as a result of Buyer being the
purchaser of the Assets, but related to the time during which Seller was the
owner of the Assets.
Buyer, and Xxxxx Xxxxxxxxx, individually, shall similarly indemnify Seller
for Buyer=s
obligations from June 12, 2002 forward.
4. BUYER'S ASSUMPTION OF CERTAIN OBLIGATIONS. Buyer hereby agrees to only
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assume the rental payment to Aventura Mall Venture from June 12, 2002 - June 30,
2002 in the amount of $5,927.85. Simultaneously with the execution of this
Agreement, Buyer is entering into its own lease with the Aventura Mall and shall
be responsible for all expenses associated therewith from June 12, 2002 forward.
1.
5. NO ASSUMPTION OF OTHER LIABILITIES. Notwithstanding any provision
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contained in this Agreement to the contrary, this Agreement is intended as and
shall be deemed to be an agreement for the sale of assets and none of the
provisions hereof shall be deemed to create any obligation or liability of any
party to any person or entity that is not a party to this Agreement, whether
under a third-party beneficiary theory, laws relating to transferee liabilities
or otherwise. Except as otherwise expressly provided in this Agreement, Buyer
shall not assume and shall not discharge or be liable for any debts, liabilities
or obligations of Seller including, but not limited to, any (1) liabilities
or obligations of Seller to its creditors, shareholders or owners (including
transferee liabilities), (ii) liabilities or obligations of Seller with respect
to any acts, events or transactions occurring prior to, on or after the date of
this Agreement, (iii) liabilities or obligations of Seller for any federal,
state, county or local taxes applicable to or assessed against Seller=s Assets,
or (iv) any contingent liabilities or obligations of Seller, whether known or
unknown by Seller or Buyer, at or before the date of this Agreement. Except as
otherwise provided in this Agreement, Buyer shall have no duty whatsoever to
take any action or receive or make any payment or credit arising from or related
to any services provided or costs incurred in connection with the management and
operation of Seller=s business prior to the date of this Agreement.
6. ATTORNEYS= FEES. If any party shall retain or engage an attorney or
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attorneys to enforce or protect its interest with respect to this Agreement, the
prevailing party shall be entitled to receive payment of all costs and expenses
of enforcement or protection, including all attorneys= fees, whether or not suit
is brought.
1.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
day and year first written above.
SELLER BUYER.
THE POTATO SACK, VECTOR HOLDINGS CORPORATION,
a Pennsylvania corporation a Nevada corporation
By: _______________________________ By:______________________________
Name: ____________________________ Xxxxx X. Xxxxxxxxx, President
__________________________________ __________________________________
Xxxxxx Xxxxxxx, Individually Xxxxx X. Xxxxxxxxx, Individually
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Buzz Xxxxxxxx, Individually
