EXHIBIT 7
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GENERAL XXXX OF SALE
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This General Xxxx of Sale is made effective as of the 26th day of June,
1998 from Hotels of Distinction, Inc., a Florida corporation ("Hotels") to Xxxx
Xxxxxxx ("Xxxxxxx").
W I T N E S S E T H:
WHEREAS, BFX Hospitality Group, Inc., a Delaware corporation and
ultimate parent company of Hotels, and Xxxxxxx are parties to that certain
Letter of Intent dated the 22nd day of July, 1998 (the "Agreement"); and
WHEREAS, this General Xxxx of Sale is being executed and delivered
incident to the closing of the transactions contemplated by the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Agreement, and for the purchase price of Ten Dollars
($10.00) paid and received, and for other good and valuable consideration, the
adequacy and receipt of which being hereby acknowledged, and subject to the
terms of the Agreement, Hotels does hereby sell, convey, assign, transfer and
deliver to Xxxxxxx, his successors and assigns, as of June 26, 1998, all of its
right, title and interest in, to and under the following:
A. The furniture and fixtures and other personal property located
in the Leased Premises, as that term is defined in that certain
Lease Agreement dated April 17, 1997, as amended, between
Hotels, as Tenant, and Xxxx Xxxxxxx, Trustee, as Lessor, which
Leased Premises is composed of approximately 1,503 square feet
located on the second floor of the building located at 000 Xxxxx
Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000.
B. The trade name "Hotels of Distinction."
TO HAVE AND TO HOLD all of the assets described in paragraphs A and B
(collectively the "Transferred Assets") hereby sold, assigned, transferred and
conveyed unto Xxxxxxx, his successors and assigns forever.
All warranties, express or implied, with respect to title, fitness for a
particular purpose, merchantability, and any warranty related to the trade name
"Hotels of Distinction" are hereby expressly disclaimed. All of the Transferred
Assets are being sold, conveyed, transferred, and assigned "AS IS" and "WITH ALL
FAULTS."
Hotels, on behalf of its successors and assigns, hereby agrees to
execute and deliver such other and further documents, conveyances, assignments,
transfers and consents and to take such other action as Xxxxxxx may reasonably
request for the more effective conveyance and transfer of the Transferred Assets
to Xxxxxxx, its successors and assigns.
This General Xxxx of Sale shall be governed in accordance with the laws
of the State of Texas.
EXECUTED this 26th day of June, 1998, but effective as of the date first
above written.
HOTELS OF DISTINCTION, INC.,
a Florida corporation
By: /s/ XXXXXX X. XXXXXX
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Title: Xxxxxx X. XxXxxx, President
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