CONTRACT FOR SALE OF EQUIPMENT
This Contract for Sale of Equipment (the "Contract") is made and entered
into by and between Boston Financial & Equity Corporation ("Seller") and
Tanisys Operations, LP ("Purchaser") as of December 9, 1999 (the "Effective
Date").
WHEREAS, Seller entered into a certain Master Equipment Lease with Tanisys
Technology, Inc. ("TTI"). Pursuant to said Master Equipment Lease Seller
entered into Schedule 1 which was dated on March 25, 1999, and Schedule 2 dated
August 12, 1999, which schedules described the equipment covered by the Master
Equipment Lease (the equipment as described on the two Schedules is hereinafter
referred to as the "Equipment" and the Master Equipment Lease and the two
schedules are collectively referred to as the "Lease"); and
WHEREAS, TTI subsequently defaulted under the terms of the Lease and
simultaneously herewith is entering into a Settlement Agreement with Seller
and, as part of the Settlement Agreement, TTI has requested that Seller sell
the Equipment to Purchaser pursuant to the terms of this Contract; and
WHEREAS, Purchaser wishes to purchase the Equipment from Seller subject to
the terms, conditions, and agreements hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser agree as follows:
1. Seller hereby agrees to sell, assign, transfer and convey to
Purchaser all of Seller's rights in the Equipment and Purchaser agrees to
acquire and purchase from Seller all of Seller's rights in the Equipment,
subject to the terms and conditions of this Contract.
2. The purchase price for Seller's rights in the Equipment shall be
$975,000.00 to be paid by Purchaser to Seller by wire transfer per wiring
instructions as follows:
Bank Boston
Account No. 561-27775
ABA No. 000000000.
3. Upon receipt of the purchase price by Seller, Seller will fax an
executed Xxxx of Sale to Purchaser in the form attached hereto as EXHIBIT A and
incorporated herein and will Federal Express the original of the Xxxx of Sale
for next day delivery to Purchaser.
4. Purchaser understands and agrees that the Equipment was leased to TTI
and has been in TTI's possession and under its control.
5. Purchaser has conducted whatever inspections or investigations that
it deems necessary or appropriate with respect to the condition and location of
the Equipment and agrees that it shall acquire all of Seller's rights and
interest in the Equipment, in its current existing condition and its
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current location and that Seller is not making any warranties or
representations with respect to the Equipment, either expressed or implied, and
Purchaser hereby waives any representations or warranties with respect to the
Equipment, whether expressed or implied, including, without limiting the
generality of the foregoing, any implied warranty of merchantability or fitness
or adequacy for a particular purpose or use or of quality, quantity,
productiveness, or capacity.
6. Purchaser understands that it shall be responsible for obtaining
possession of the Equipment from TTI or whatever party has physical possession
of the Equipment and that Seller has no responsibility with respect thereto
other than to confirm to whoever has possession of any or all of the Equipment
that Seller has conveyed all of its rights and interests thereto to Purchaser.
7. In connection with the conveyance of its rights and interest in the
Equipment, Seller hereby agrees to release Purchaser of and from any claims,
causes of action or liability arising under or related to the Lease or any
claims, causes of action or liability which Seller has asserted or may assert
against TTI in connection with the Lease or the Equipment.
8. This Contract is being executed in conjunction with a Settlement
Agreement being entered into by and between Seller and TTI and Seller's
obligations to convey the Equipment are contingent upon the execution by TTI of
the Settlement Agreement, the execution of the Note called for thereunder, and
payment of the $24,000.00 in cash called for thereunder.
9. The parties agree that this Contract may be executed in several
counterparts, each of which shall be fully effective as an original and all of
which together shall constitute one and the same instrument.
10. This Contract shall be binding upon and inure to the benefit of the
Seller and Purchaser and their respective successors and assigns.
11. This Contract shall be governed by, construed, and interpreted, and
the rights of the parties determined in accordance with, the laws of the
Commonwealth of Massachusetts.
PURCHASER: SELLER:
Tanisys Operations, LP, a Texas BOSTON FINANCIAL & EQUITY CORPORATION
Limited Partnership By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: President
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By: Tanisys Acquisition GP, Inc.,
a Texas Corporation, as general partner
By: /s/Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: President
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