EXHIBIT 10.81
AGREEMENT, made this 30 day of August, 2001, by and between
Floridino's, Inc. hereinafter referred to as the "SELLER", located at 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx and T.K.N. Corp., hereinafter referred to as the
"PURCHASER", with its principal place of business at 000 00xx Xxxxxx, Xxxxxxxx,
Xxx Xxxx 00000.
WITNESSETH
WHEREAS, the SELLER is the owner of restaurant
and the SELLER desires to sell same to PURCHASER, and the later is willing to
purchase the same, a restaurant business located at 000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx a/k/a 0 Xxxx 000X Xxxxxx, Xxx Xxxx, Xxx Xxxx
NOW, THEREFORE, IT IS MUTUALLY AGREED, AS FOLLOWS:
1. On the terms and conditions herein set forth, the SELLER will
sell and the PURCHASER will purchase, free and clear of
liabilities, liens and other encumbrances, except as
hereinafter set forth, the said chattels and equipment owned
by the SELLER at the store premises, the right to use of the
telephone number of said business (000) 000-0000, HOWEVER
SELLER IS NOT SELLING THE NAME TO THE PURCHASER OF FLORIDINO'S
so far as the SELLER can confer such right, and each and all
the chattels, fixtures, applications, equipment, furnishings
of said business and now in the said store premises, but
excluding the following chattels, which are not the property
of the SELLER:
2. The PURCHASE PRICE of the said properties and assets thereof
as aforesaid.................................... $336,000.00
(A) Inventories and stock in trade.............. $__________
(B) Chattels, fixtures & equipment.............. $__________
(C) Leasehold................................... $__________
(D) Restrictive Covenant........................ $__________
TOTAL PURCHASE PRICE: $336,000.00
3. THE PURCHASER shall pay to the SELLER the purchase price as
above set forth, in the manner as follows:
A. By Purchaser assuming the obligations and payments to RCI
General Contracting Inc., wherein the principal balance of
August 1st, 2001 is $277,960.63.
B. By Purchaser assuming the sum of $44,000.00 of the
outstanding tax liabilities due the Internal Revenue
Service or the New York State Department of Taxation and
Finance.
C. The balance of the purchaser price shall include
outstanding payable due from the Seller and shall be offset
in part by outstanding receivable due the Seller as well as
the transfer of the security deposition on the lease in the
sum of $45,000.00.
3. (a) At the closing of sale of this Agreement, the SELLER will
assign and transfer unto the PURCHASER, in recordable form,
the lease of the said store premises, together with SECURITY,
if any, deposited hereunder. The parties hereto will execute
and deliver such instruments as may be required by the terms
of the lease to effectuate the assignment thereof and the
PURCHASER will (i) accept such assignment and transfer and
(ii) without the execution of any further documents, assume
the performance and observance of each and all of the terms,
conditions and covenants of the lease and pay the rent and
other charges reserved thereby with the force and effect as if
the PURCHASER had signed the lease originally as the Tenant
named against all loses, costs and expenses or damages
suffered or incurred by the SELLER in consequences of a breach
by the PURCHASER of any of the terms, covenants and conditions
of the lease occurring after the closing of sale.
(b) If the said lease shall require the written consent of the
Landlord for the SELLERS' assignment and transfer thereof to
the PURCHASER and the SELLER shall fail or be unable to
deliver such consent at the closing of sale hereunder, then
this Agreement shall be deemed canceled and of no further
force and effect and the ESCROWEE shall pay over to the
PURCHASER THE DOWN PAYMENT held by the ESCROWEE, who shall
thereupon be discharged from all liability therefore, and the
rights of the parties hereto resulting from this Agreement
shall also terminate.
4. At the closing of sale under this Agreement the PURCHASER will
pay to the SELLER, in addition to the purchase price set forth
hereinabove, the New York State Sales tax on the portion of
the purchase price allocated for the chattels and fixtures of
the business to be sold hereunder. In the event that the State
of New York shall appraise the said chattels at an amount in
excess of the allocation herein made thereof, then the
PURCHASER will pay the sales tax on the amount of such excess,
and then the PURCHASER will reimburse the SELLER, on demand,
for such payment.
5.(a) In the event this agreement to sell is in fact closed, then
the SELLER, without exception of any further documents, will
pay, satisfy and/or discharge, and indemnify and save and hold
harmless the PURCHASER from and against all debt, liabilities,
obligations and commitments of the SELLER, of whatever nature
or character, whether absolute, contingent or otherwise,
accruing to, or existing at, the closing of sale under this
agreement and not expressly assumed by the PURCHASER,
including (but not limited to, except as aforesaid) any
account payable for goods, wares, merchandise, chattels and
fixtures sold and/or delivered to the SELLER any Federal,
State,
City or other governmental tax charged against, imposed or
assessed upon the SELLER, any unpaid employment contributions
due the State of New York, any claim of the employees of the
SELLER under any collective bargaining agreement between such
union and the SELLER; the SELLER will also pay, satisfy and/or
discharge an lien or other encumbrance upon the said property
thereof to be sold under this agreement filed, or recorded
prior to the delivery of the xxxx of sale to be delivered
hereunder and not expressly assumed by the PURCHASER, and
deliver to the PURCHASER satisfactions thereof in form for
filing or recording.
(b) The PURCHASER, without the execution of any further
documents, will pay, satisfy and/or discharge and indemnify
and save harmless the SELLER from and against all debts,
liabilities, obligations and commitments incurred by the
PURCHASER in consequence of his ownership of the chattels,
equipment and leasehold.
6.(a) At the closing of sale under this agreement the SELLER, in
lieu of compliance with the Uniform Commercial Code, shall
make and deliver to the PURCHASER his affidavit in which he
shall state, under oath, the names and addresses of his
creditors and the monies due each of them or an affidavit of
no creditors with respect to the business sold.
(b) To ensure the payment, satisfaction and/or discharge by
the SELLER of the creditors set forth by him in his said
affidavit and of the debts, liabilities, obligations, liens,
or encumbrances by him to be paid, satisfied and/or discharged
pursuant to Article 10, subd. (a), of this agreement, the
parties hereto and the ESCROWEE, at closing of sale under this
agreement, will enter into an agreement in writing by which
the SELLER shall deposit with the ESCROWEE in escrow, for a
period of ninety (90) days, from the date of closing the Sum
of $10,000.00, and then to be paid over to the SELLER if,
during said period, no claim in writing shall have been filed
with the ESCROWEE in respect to such debts, liabilities,
obligations, liens or encumbrances, and by which agreement the
SELLER shall deposit with the ESCROWEE the SUM of $10,000.00,
in note only to be held by the ESCROWEE in escrow until he
shall have delivered to the PURCHASER or his attorney, by
registered or certified mail return receipt requested, a photo
copy of the certification by the State of New York that all
sales taxes due to the State of New York for any period prior
to closing have been paid discharged and/or adjusted by the
SELLER and that all monies held in escrow to ensure such
payment, discharge and/or adjustment may be released there
from.
7. To induce the PURCHASER to purchase the said properties and to
pay the purchase price wherefore as above set forth, the
SELLER warrants and represents to the PURCHASER as follows:
a) That be is the sole and absolute owner of the chattels,
equipment and leasehold to be sold hereunder and that he has a
good and marketable title to such and all of the assets free
from any liens or other encumbrances.
b) That there are no judgments of any court of record in the
State of New York of the United States against him in any way
a lien upon the assets hereby sold, nor has any petition in
bankruptcy or other insolvency proceeding been filed by or
against him, nor has he made any assignment for the benefit of
creditors.
c) That there are no actions or proceedings in law or in equity
pending against him in any court, nor has he any knowledge of
any threatened actions against him.
d) That there are no violations noted in, or issued by, any
governmental authority to the best of his knowledge, fully
complied with all the laws, ordinances, rulings and
regulations of all constituted governmental authorities having
jurisdiction.
e) That he has not mortgaged or otherwise encumbered the lease of
the said store premises to be sold and assigned hereunder or
the prepaid rent, deposits hereunder, that the rent or other
charges payable under the lease have been fully paid to date;
that he is nor in default of any of the terms, covenants, and
conditions of lease, and that his interest as a tenant under
the lease is a valid interest with which is now in full force
and effect.
8. In the event that this agreement to sell is in fact closed,
then the PURCHASER, without the execution of any further
documents, will be bound by, and assume the following
contracts heretofore entered into by the seller in the conduct
of the business with the same force and effect as if the
PURCHASER were a signatory thereto originally.
9. Pending the closing of sale under this agreement, the SELLER
(a) will not violate the terms of the lease of the said store
premises and (b) will not enter into any contract or
agreement, written or oral binding the PURCHASER after the
transfer of the assets to him.
10. At the closing of sale under this agreement, adjustments shall
be made for the following: rent and pre-paid rent and other
charges fixed in the lease of the store premises, water,
premiums on transferable insurance policies. The net amount of
these adjustments shall be added to or subtracted from the
balance payable an account of the purchase price pursuant to
Article 3. subd. (b) of this agreement, Rent Security.
11. At the closing of sale under this agreement, the SELLER,
FLORIDINO'S, INC., will execute and deliver to the PURCHASER,
T.K.N. CORP., an agreement in writing by which FLORIDINO'S.
INC., and its principals will covenant, and agree to, and with
the PURCHASER not to establish, open or be engaged or in any
manner become interested, directly or indirectly, either as
owner, partner, agent, employee, or as a stockholder, officer
or director of a
corporation, or otherwise, in any restaurant/bar business for
a period of three (-3-) years from the date of closing within
the following area;
ONE SQUARE BLOCKS RADIUS OF THE PREMISES SOLD XXXXXX,
00. No oral statement or prior written matter shall have any force
or effect. The PURCHASER was inspected and is familiar with
the physical condition of the chattels, fixtures, equipment
and furnishings and she hereby declares and agrees that she is
purchasing voluntarily and on his own judgment and not upon
any representation made by the SELLER or by anyone acting in
his behalf as to the character, condition or quality of said
chatters, fixtures equipment and, furnishings, other than
those outlined in this agreement.
13. The parties agree that NO BROKER was instrumental in bringing
about this sale.
14. Each and all of the terms, conditions, covenants, provisions,
agreements, warranties and representations herein contained
shall survive the closing of sale and shall not be deemed as
merged in the transfer of title of the said business and
property or in the payment of the consideration therefore.
15. The closing of sale under this agreement shall be held at:
Xxxxxxxx & Katsorhis, P.C., 00-00 Xxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxx 00000 on or about October 2nd, 2001 at 5:00, P.M.
At closing, the keys to said premises and all other indicia of possessions shall
be delivered to the PURCHASER the xxxx of sale (containing the usual warranties
and affidavit of title) and all other instruments of sale, conveyance of
assignment required under this agreement, or that may otherwise be required, for
the proper transfer of the assets thereof; the monies held in escrow hereunder
shall be paid over and all monies and documents required hereunder to be
thereafter held in escrow shall, accordingly, to be delivered to the ESCROWEE
herein named. The parties shall otherwise execute and deliver any and all other
instruments as may be required to carry out the terms the terms of this
agreement. Upon completion of the transfer and the payment of the purchase price
above set forth, the PURCHASER shall have title to, and possession of the said
business, and the SELLER will thereafter and forever defend the PURCHASER
against any claim of any kind or description affecting the PURCHASER'S ownership
of the said assets or his rights to the possession thereof.
16. Every notice or other communication authorized or required by
trugthis agreement shall not be effective unless given or
served in writing and sent by United States registered or
Certified mail, return receipt requested, directed to the
address of the respective parties as aforesaid, or such other
address as either party may designate any notice from time to
time.
17. The SELLERS are represented by:
Xxxxx Xxxx Katsorhis, Esq.
Ginsbera & Katsorhis, P .c. 00-00 Xxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000 (718) 591.6900
FAX (000) 000.0000
The PURCHASERS are represented by:
Xxxxx Xxxxxxx, Esq.
0 Xxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the day and
year first above written.
FLORIDINO'S,INC.
By_________________________Pres.
XXXX XXXXXXXXX
T.K.N. CORP.
By________________________Pres.
XXXXX XXXXXX
