EXHIBIT 10.14
AGREEMENT
AGREEMENT made and entered into this 20th day of December, 1999, by and
between CNJ Distributing Corp., a Montana corporation, 0000 Xxxx 00xx Xxxxxx,
Xxxxx Xxxxx, Xxxxx Xxxxxx ("Seller") and Founders Food & Xxxxxxx Ltd., a
Minnesota corporation, 0000 Xxxxx Xxxx Xxxx, Xx. Xxxxx Xxxx, Xxxxxxxxx 00000
("Purchaser").
R E C I T A L S:
WHEREAS, Seller is the owner of a City of Sioux Falls, South Dakota,
On-sale Liquor License No. RL5959 (the "License"), permitting to the sale of
alcoholic beverages at 0000 Xxxx 00xx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx; and
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the
License on the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. SALE AND PURCHASE OF LICENSE. Seller hereby agrees to sell, and
Purchaser hereby agrees to purchase, the License. Seller is not selling, and
Purchaser is not purchasing, any of Seller's inventory.
2. PURCHASE PRICE; CLOSING. The purchase price for the License shall be
$162,500, payable as follows:
(i) $10,000 in the form of an xxxxxxx money deposit paid to Seller
herewith; and
(ii) $152,500 in cash payable at Closing.
The purchase price shall be paid at the closing of this transaction (the
"Closing") which shall take place at 9:00 am at the offices of Xxxxx, Xxxxx &
Xxxxxx, PC, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxx Xxxxxx
00000, or at such other place as the parties may mutually agree, on a date
specified by Purchaser, but in no event later than the date specified in Section
3(a)(i)(b).
3. CONDITIONS TO PURCHASE; DEFAULT.
(a) The respective conditions of the parties to performance of their
obligations under this Agreement are as follows:
(i) The conditions to Seller's obligation to sell the License are as
follows:
(a) Performance by Purchaser of Purchaser's obligations under
this Agreement; and
(b) Approval of a conditional use permit and the transfer of the
License to Purchaser by the City of Sioux Falls on or before the one
hundred-twentieth (120th) day following the date hereof; provided,
however, that if the 120th day after the date hereof is a Saturday,
Sunday or legal holiday, such date shall be extended to and through
11:59 o'clock P.M. on the next business day.
(ii) The conditions to Purchaser's obligation to purchase the License
are as follows:
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(a) Performance by Seller of its obligations under this
Agreement; and
(b) Approval of the transfer of the License to Purchaser by the
City of Sioux Falls, on or before the 120th day following the date of
this Agreement; provided, however, that if the 120th day after the
date hereof is a Saturday, Sunday or holiday, such date shall be
extended to and through 11:59 o'clock P.M. on the next business day.
(b) If Purchaser fails to pay the balance of the purchase price for the
License on or before the time period prescribed in Section 3(a)(i)(b) above, for
any reason other than the failure to obtain approval of the transfer of the
License by Seller to Purchaser, Seller shall retain, as liquidated damages, the
$10,000 xxxxxxx money payment paid upon execution of this Agreement. If the City
of Sioux Falls fails to approve the transfer of the License from Seller to
Purchaser, Seller shall refund said xxxxxxx money to Purchaser, without
interest. If the City of Sioux Falls approves the transfer of the License from
Seller to Purchaser, and Seller fails or refuses to transfer the License,
Purchaser shall be entitled to pursue against Seller all available legal and
equitable remedies.
4. SELLER REPRESENTATIONS AND COVENANTS. Seller represents and covenants
the following:
(i) Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Montana and has the requisite
corporate power and authority to enter into and perform its obligations
under this Agreement;
(ii) The License is not subject to any lien, security interest or
other similar restriction and Seller has good right and title thereto; and
upon the transfer of the License to Purchaser, Seller will convey to
Purchaser good title thereto, free of any liens, security interests or
encumbrances.
(iii) Seller will take all reasonable action necessary or required by
Purchaser, and fully cooperate with Purchaser and its representatives, to
facilitate the transfer of the License to Purchaser; and will execute and
deliver such documents and instruments, including any transfer notices,
affidavits of bulk sale, assignments or applications, as may be required by
the City of Sioux Falls, to complete the transfer of the License to
Purchaser.
5. REPRESENTATIONS AND COVENANTS OF PURCHASER. Purchaser represents and
covenants the following:
(i) Purchaser is a corporation duly organized, validly existing and in
good standing under the laws of the State of Minnesota and has the
requisite corporate power and authority to enter into and perform its
obligations under this Agreement.
(ii) Purchaser will use its best commercially reasonable efforts to
promptly apply for and facilitate the transfer of the License from Seller
to Purchaser, including the execution of all documents necessary or
required in connection therewith, and the payment of all fees and charges
related thereto.
6. MISCELLANEOUS.
(a) ADDITIONAL DOCUMENTS. The parties hereto agree to execute
additional documents, applications and instruments which may be reasonably
necessary to consummate the transactions contemplated by this Agreement, or
which may be reasonably requested by any party hereto in connection
therewith, whether before or after the Closing.
(b) AMENDMENTS, WAIVERS, ETC. Neither this Agreement nor any provision
thereof may be changed, amended or terminated other than in a written
document signed by each party.
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(c) NOTICES. All notices, requests, demands and other communications
given pursuant to this Agreement shall be in writing and shall be duly
given when personally delivered or delivered to the U.S. Postal Service, as
certified or registered mail, postage pre-paid, return receipt requested,
or sent by overnight courier, to a party at the address appearing in the
initial paragraph of this Agreement, or to such other address as a party
shall provide to the other in writing.
(d) BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns.
(e) COUNTERPARTS. This Agreement may be signed by the parties hereto
in two or more identical counterparts each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument.
(f) ATTORNEYS' FEES. In the event a party shall be required to
commence a legal action to enforce its rights under this Agreement, a court
of competent jurisdiction shall award a prevailing party its costs,
expenses and reasonable attorneys' fees.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective the date first above written.
CNJ DISTRIBUTION CORP.
By /s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx, President
FOUNDERS FOOD & XXXXXXX LTD.
By /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
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