MEMORANDUM OF SALE
MEMORANDUM OF SALE made and entered into on December 31, 1996 (the
"Closing Date"), by and between XXXXXXX X. XXXXXX ("Seller") and XXXXX X. XXXXXX
("Buyer").
The parties hereby acknowledge and agree as follows:
1. TERMS OF PURCHASE AND SALE
1.01. Sale of the Stock. On the Closing Date, Seller sold to Buyer, and
Buyer purchased from Seller, for the consideration specified herein, 178,400
shares of the Class A Common Stock, par value $.01 per share, of Arista
Investors Corp., a Delaware corporation (the "Company" and such shares the
"Stock").
1.02. Purchase Price and Payment. The purchase price for the Stock was
$2.50 per share or $446,000.00 in the aggregate, payable by delivery of a
promissory note of Buyer of even date herewith in the principal amount of
$243,500.00 ("Note") and Buyer's assumption of Seller's indebtedness to Bank of
New York ("BONY") in the principal amount of $202,500.00 ("Indebtedness"), which
Indebtedness is secured by a pledge of the Stock.
1.03. Delivery. At the closing, Seller caused BONY to deliver to Buyer a
certificate for the Stock registered in the name of Seller together with a duly
executed stock power evidencing the transfer of ownership of the Stock to Buyer
which certificate Buyer had exchanged for a certificate registered in his name
and simultaneously therewith Buyer delivered to BONY a hypothecation agreement
confirming that the Stock was authorized to be pledged to BONY to secure
repayment of Indebtedness accompanied by the certificate for the Stock
registered in the name of Buyer together with a duly executed stock power.
1.04. Assumption. Buyer by his execution of this Memorandum of Sale
assumes the Indebtedness and agrees to pay and discharge the Indebtedness when
due in accordance with the terms.
2. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represented and warranted to the Buyer that Seller is the sole
record and beneficial owner of the Stock and that such ownership is free and
clear of all liens, security interests and other encumbrances, other than the
lien in favor of BONY to secure payment on the Indebtedness.
3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represented and warranted to Seller that Buyer is purchasing the
Stock for his own account, for investment purposes only and not with a view to
any resale or other distribution thereof in violation of any federal or state
securities laws, that Buyer has received, or has had access to, all information
which he considers necessary or advisable to enable him to make a decision
concerning his purchase of the Stock, that Buyer possesses such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of his investment therein and that Buyer understands that
the Stock may not be sold except pursuant to registration statement under the
Securities Act of 1933 or an exemption from the requirement for such
registration.
4. MISCELLANEOUS
4.01. Entire Agreement. This Memorandum of Sale constitutes the sole
understanding of the parties with respect to the matters provided for herein and
supersedes all previous agreements and understanding among the parties with
respect to the subject matter hereof. Any amendment, modification or alteration
of the terms of this Memorandum to be binding must be in writing and executed by
the parties hereto.
4.02. Successors and Assigns. This Memorandum of Sale shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto.
4.03. Headings. The headings of the Sections and paragraphs of this
Memorandum of Sale are included for convenience only and shall not be deemed to
constitute part of this Memorandum of Sale or to affect the construction hereof.
4.04. Governing Law. This Memorandum of Sale shall be construed in
accordance with and governed by the law of the State of New York applicable to
agreements made and to be performed in such jurisdiction.
4.05. Further Assurances. At any time or from time to time after the date
hereof, any party shall, at the request of any other party and at such other
party's expense, execute and deliver any further instruments or documents and
take all such further action as such party reasonably may request in order to
confirm the sale of the
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Stock referred to in this Memorandum of Sale and Buyer's assumption of the
Indebtedness.
4.06. Counterparts. This Memorandum of Sale may be executed in any number
of counterparts each of which when so executed and delivered shall be deemed an
original and all of which taken together shall constitute one agreement.
4.07. Survival. The representations and warranties and covenants of Seller
and Buyer shall survive the consummation of the transaction contemplated herein.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Memorandum of Sale on the date first above written.
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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