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Exhibit 10.3.2
AGREEMENT FOR THE PURCHASE AND SALE OF A VESSEL
AND BUSINESS ASSETS
This AGREEMENT FOR THE PURCHASE AND SALE OF A VESSEL AND BUSINESS
ASSETS (hereafter "Agreement") is made and entered into as of the 30th day of
December, 1999, by and between EUROPA CRUISES OF FLORIDA 2, INC., a Delaware
corporation (hereinafter referred to as "Seller"), and STARDANCER CASINO, INC.,
a South Carolina corporation, (hereinafter referred to as the "Buyer" or
"Purchaser").
WITNESSETH:
WHEREAS, the Seller and/or its parent company, Europa Cruises
Corporation, and/or its subsidiaries, own, inter alia, three vessels and other
property and operate gaming businesses in various locations in Florida; and
WHEREAS, the Seller desires to sell a single vessel, Panamanian IMO
Number 7807471, known as the M/V Europa Sun (the "Vessel") which currently
operates out of Miami Beach, Florida, together with certain equipment and
assets which are owned by Seller and used in association with said Vessel only,
subject to the terms, conditions and provisions contained herein; and
WHEREAS, the Seller desires to sell whatever lease rights it may have
at or about the dock and premises at which the M/V Europa Sun currently operates
at or about 0000 0xx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx 00000; and
WHEREAS, the Buyer has leased the Vessel since March, 1999 and desires
to purchase the Vessel and that equipment on the Vessel or in the ticket booth
which is owned by Europa subject to the terms, conditions and provisions
contained herein.
NOW, THEREFORE, for and in consideration of the mutual covenants
herein contained, together with other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto do
agree as follows:
1. RECITALS. The above recitals are true and correct and are incorporated
herein by reference.
2. PURCHASE AND SALE OF VESSEL
(a) Seller agrees to sell, transfer, convey and deliver to Buyer,
and Buyer agrees to purchase from Seller, that Vessel commonly known as the M/V
Europa Sun and any equipment thereon owned by Seller upon payment in full of
the Purchase Price (as hereinafter defined) for the consideration set forth in
this Agreement.
3. PURCHASE AND SALE OF ASSETS
(a) Seller agrees to sell, transfer, convey and deliver to Buyer,
and Buyer agrees to purchase from Seller, those assets used by Purchaser in the
operation of the Vessel only, including all assets,
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goodwill, inventory and personal property used in the operation of the Vessel
upon payment in full of the Purchase Price (as hereinafter defined) for the
consideration set forth in this Agreement.
(b) Seller agrees to sell, transfer, convey and deliver to Buyer,
and Buyer agrees to purchase from Seller, those assets used by Purchaser in the
operation of the ticket booth and offices used by Purchaser, including all
inventory and personal property owned by Seller and used in the ticket booth
and accompanying offices upon payment in full of the Purchase Price (as
hereinafter defined) for the consideration set forth in this Agreement.
Casinos Austria Gaming Equipment
The parties acknowledge that Seller leases and does not hold title to
certain slot machines previously leased with the Vessel. The parties agree that
the slot machines leased with the Vessel are leased by Seller from Casinos
Austria Liegenschaftsverwaltung-Und Leasing, Gesmbh. ("Casinos Austria"). Upon
the receipt of the Cash Portion of the Purchase Price, Seller shall use the
proceeds of the Purchase Price paid by Buyer to purchase such slot machines
from Casinos Austria. Title to the slot machines shall be conveyed to Buyer as
soon after Closing as is reasonably possible, by execution and delivery of a
Xxxx of Sale in the form attached hereto as Exhibit B.
Other Vessels, Assets or Equipment Not Being Conveyed
It is understood and agreed by the parties that Seller is not selling
or conveying to Buyer any other vessel, business or assets owned or used by
Seller, by its parent, Europa Cruises Corporation, or by any affiliate or
subsidiary of Seller and/or its parent. It is understood and agreed by the
parties that Seller is not selling or conveying to Buyer any real property
pursuant to this Agreement.
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4. PURCHASE AND SALE OF LEASE RIGHTS
Europa agrees, subject to the Landlord's consent, to assign to Purchaser any
and all lease rights it may have to the premises and boat slip currently leased
by Europa pursuant to that Lease dated February 10, 1995 between Tallahassee
Building Corp. and Europa Cruises of Florida 2, Inc. (hereafter the "Lease") and
any amendments thereto. The Purchaser agrees to assume all of Europa's
obligations under the Lease and any amendments thereto.
Purchaser acknowledges and agrees that it has previously been provided with a
copy of the Lease dated February 10, 1995, the Amendments to Lease Between
Tallahassee Building Corp. ("Landlord") and Europa Cruises of Florida 2, Inc.
("Tenant") dated February 10, 1995, and that letter dated January 31, 1997 from
Xxxxxx Xxxxxxx to the Landlord, relating to an extension of the Lease under the
terms of Article 35 of the Lease.
The Purchaser understands that Europa's original Lease for the Miami Beach port
is dated February 10, 1995 and is for an initial term of five years. The
Purchaser further understands that under the Lease, it appears that Europa, but
not any assignee or subtenant of Europa has an option to extend the term of the
lease for one additional term of two years. The parties further agree that it
appears from Xx. Xxxxxxx'x letter dated January 31, 1997, that Xx. Xxxxxxx, the
prior President of Europa, exercised Europa's right to extend the term of the
lease for two years. The parties agree that assuming this is the case, the
lease may have been extended to on or about February 10, 2002.
The parties acknowledge that they have met with the Landlord on or about
February 15, 1999 and that the Landlord has agreed to negotiate a further
extension of the Lease in good faith. However, the parties understand and
acknowledge that there can be no assurance that the Landlord will agree to an
extension of the Lease beyond on or about February 10, 2002.
The Purchaser represents that it has been informed by the Landlord that the
Landlord will agree to the assignment of the Lease. However, the parties
understand and acknowledge that there can be no assurance that the Landlord
will agree to an assignment of the Lease. The Purchaser agrees to meet with the
Landlord within thirty business days to obtain an assignment of the Lease
releasing Europa from any further liability under the Lease.
The parties understand and agree that in the event the Landlord will not agree
to the assignment of the Lease or the release of Europa from further liability
under the Lease, that this Agreement will remain in full force and effect and
that the Purchaser will be required to pay the full Purchase Price due under
this Agreement. Any allocation of the Purchase Price towards the Marina Lease
will, instead, be allocated to the cost of the Vessel. The parties further
agree that in the event the Landlord refuses to consent to the assignment of
the Lease that the Purchaser will continue to make the rental payments due to
the Landlord under the lease.
The parties agree, in the event the Landlord refuses to consent to assignment
of the Lease, to cooperate fully with each other in any litigation brought by
Seller or Purchaser to force the Landlord to assign the Lease and release
Europa from any further liability thereunder.
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5. ASSUMED LIABILITIES.
Assumption of Vendor-Related Contracts by Buyer. Upon Closing, Buyer
may, if it elects to do so, assume all rights, obligations and liabilities of
the Seller under vendor-related contracts entered into by Seller in the regular
course of business that remain executory with respect to the Vessel or ticket
booth. (For example, Com-Check ATM machine, copier machines, ice machines,
repair contracts, etc).
Assumption of Vessel and Business Liabilities. Upon Closing, Buyer
will assume all rights, obligations and liabilities arising out of or relating
to Buyer's ownership and/or operation of the Vessel since March 1, 1999 subject
to (i) the Seller's agreement to indemnify the Buyer against pre-leasing
obligations and liabilities incurred prior to March 1, 1999, and (ii) the
Buyer's agreement to indemnify the Seller against post-leasing obligations and
liabilities incurred since March 1, 1999.
6. PURCHASE PRICE AND TERMS.
(a) The purchase shall be upon the following terms:
(i) TOTAL PURCHASE PRICE $ 4,650,000
(b) The purchase price will be allocated as follows:
(i) M/V Europa Sun $ 3,800,000
(ii) Furniture, Fixtures, Equipment
and Inventory $ 450,000
(iii) Marina Lease $ 350,000
(iv) Goodwill $ 50,000
TOTAL PURCHASE PRICE: $ 4,650,000
The parties agree to use the above allocation for purposes of filing their
local, state and federal income tax returns.
The parties understand that the Seller entered into a Promissory Note on or
about October 30, 1996 with debis Financial Services, Inc., a Delaware
Corporation (hereafter "Debis") and that "Debis" holds a first mortgage on the
Europa Sun. The parties understand that there is a balance due on the
Promissory Note of $1,786,057.47. The parties agree that the Purchaser will pay
the balance due to Debis under the terms of the Promissory Note in the amount
of $1,786,057.47 as part of the Total Purchase Price. The remainder of the
Total Purchase Price is computed as follows:
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Total Purchase Price: $ 4,650,000.00
Minus Debis Balance: - 1,786,057.47
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Cash Purchase Price: $ 2,863,942.53
(c) Payment of Purchase Price. The full amount of the Purchase
Price less that amount owed to debis Financial Services, Inc. shall be paid to
the Seller, in cash or good certified check in the amount of Two Million, Eight
Hundred, Sixty-Three Thousand, Nine Hundred and Forty Two Dollars and Fifty
Three Cents ( $2,863,942.53) as follows:
At Closing: $ 950,000
1-31-2000: $ 950,000
3-1-2000: $963,942.53
The Purchaser represents that a nonrefundable deposit in the amount of
$950,000 has been deposited in escrow with Coastal Passenger Vessels, LTD.
LETTER OF CREDIT
The Purchaser will provide the Seller at Closing with an irrevocable
Letter of Credit on terms acceptable to the Seller in the amount of
$1,786,057.47, to secure payment of the full amount due Debis. The Letter of
Credit will be returned to the issuer of the Letter of Credit upon payment of
the $1,786,057.47 due to Debis.
ASSUMPTION OF DEBIS PROMISSORY NOTE
The Purchaser has the option to satisfy the requirements of Debis for
the assumption of the Debis Promissory Note at the earliest possible time.
Until this occurs, the Purchaser agrees to continue making payments to Debis as
required under the terms of the Debis Promissory Note. Assuming Debis permits
the Purchaser to assume Europa's obligations under the Promissory Note and
further assuming that Debis releases Europa from any liability for payment
under the Promissory Note and releases any liens it may have against Europa or
its assets for payment of same, Europa will return to the Issuer that Letter of
Credit received by Europa at Closing to secure the payment of the balance due
Debis.
DEFAULT: That in the event a payment to be made to Sellers on
1/31/2000 and 3/1/2000 as stated in paragraph (c) above is not received when
due, the Purchaser shall be deemed to be in default. In the event the default
is not cured within ten calendar days, the Seller will, without further notice,
present the Letter of Credit for payment. In the event the Seller realizes any
problem collecting the amount due under the Letter of Credit, the Vessel shall
be returned to Europa but Europa shall be entitled to all sums due pursuant to
the Agreement, pursuant to the Letter of Credit, and attorneys fees and costs
incident to collection of any sums payable under this Agreement or Letter of
Credit.
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That in the event a payment to be made to Debis is not received when
due, the Purchaser shall be deemed to be in default. Provided that Seller has
given the Buyer ten days written notice that Buyer is in default, in the event
the default is not cured within thirty calendar days from the date of default,
the Seller may, without further notice, present the Letter of Credit for
payment. In the event the Seller realizes any problem collecting the amount due
under the Letter of Credit, the Vessel shall be returned to Europa but Europa
shall be entitled to all sums due pursuant to the Agreement, pursuant to the
Letter of Credit, and attorneys fees and costs incident to collection of any
sums payable under this Agreement or Letter of Credit.
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7. OFFSETS/CREDITS/REFUNDS
The parties agree that they are entitled to no other offsets, credits
or refunds arising out of any prior transaction, including that Charter
Agreement pursuant to which the Buyer operated the Europa Sun.
8. ASSOCIATION FOR DISABLED AMERICANS, INC., XXXXXX XXXX AND XXXXX XXXX
XXXXXXXXX V. EUROPA CRUISES OF FLORIDA 2, INC. AND EUROPA CRUISES CORPORATION
(United States District Court for the Southern District of Florida, Miami
Division, Civil Action No. 98-1836)
The Buyer understands that on or about July 31, 1998, the Association
for Disabled Americans, Inc., Xxxxxx Xxxx and Xxxxx Xxxx Xxxxxxxxx filed suit
against Europa Cruises of Florida 2, Inc. and Europa Cruises Corporation
("Europa") for injunctive relief pursuant to the Americans With Disabilities
Act. The Plaintiffs claim, in part, that Europa has discriminated against them
by denying them access to and full and equal enjoyment of services, facilities,
accommodations, the vessel (the Europa Sun), and the premises and that the
Company has failed to remove architectural barriers and erect certain
architecturally required improvements. The Plaintiffs have requested that the
Court issue a permanent injunction enjoining Europa from continuing its alleged
discriminatory practices, ordering Europa to alter the subject vessel and
premises, close the subject vessel and premises until the alleged required
modifications are completed and to award Plaintiffs attorneys' fees, costs and
expenses incurred.
The Buyer understands that Europa is in settlement discussions to
resolve this matter. The parties agree that Europa will continue to handle this
litigation at Europa's expense. The parties agree that the Purchaser will
cooperate with Europa when requested to do so by Europa or its attorneys to
resolve this matter or, should it become necessary, to litigate this matter.
The Purchaser understands that Europa, its attorney, and its expert witness
have held a conference call with the Plaintiff's attorney and Plaintiff's
expert witness to resolve this matter. The Purchaser understands that the
parties have discussed a tentative settlement agreement but that resolution of
this matter will require the Purchaser to make certain adaptations to the
Vessel, to provide handicapped ramps, signage and other things, to require the
landlord to conform the parking lot to the requirements of the Act and to
educate its employees (this can be done via a film to be provided). The parties
agree that Europa will pay the cost of any adaptations to the Vessel agreed to
in the Settlement Agreement which Europa negotiates. The Purchaser agrees to
abide by the Settlement Agreement and to sign the Settlement Agreement when
completed.
9. Inspection Period
The parties agree that, inasmuch as the Purchaser has been operating
the Vessel since March 1, 1999 and is in possession of the Vessel and is aware
of its condition, that there is no need for any pre-closing inspection period
prior to Closing.
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The parties agree that, inasmuch as the Purchaser has been in
possession of the assets and equipment which is the subject of this Agreement
since March 1, 1999 and is aware of its condition, that there is no need for
any pre-closing inspection period prior to Closing.
10. CLOSING.
(a) Financing. The Buyer has represented to Seller that it has
obtained financing on terms acceptable to Buyer.
(b) Closing.
(i) Closing Date. The closing of this transaction (the
"Closing") shall occur on December 30, 1999 (the "Closing Date"), unless
otherwise agreed by the parties, at the office of Xxxxxx White at 000 X.
Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxx 00000. Closing shall be effective
as of 12:01 a.m. on the Closing Date. In the event that Buyer fails for any
reason to close on the Closing Date, Seller shall be entitled to sell the
Vessel, assets and/or lease rights which are the subject of this Agreement, to
any other Purchaser without further obligation or notice to the Buyer.
(ii) Deliveries at Closing.
A. TITLE NOT to be Conveyed at Closing. It is
understood that the Seller shall NOT convey title to the Vessel, assets or
other rights being sold to Purchaser until the entire Purchase Price has been
paid in full including the full amount due to Debis.
B. Closing Documents. Seller and Buyer agree
to execute all documents as may reasonably be required to transfer the Vessel,
assets and rights being sold by Europa in accordance with the provisions hereof
including, without limitation:
1. a Xxxx of Sale for the Vessel, in
the form of Exhibit A attached
hereto.
2. Such other documents and
instruments as may be necessary or
appropriate for the consummation
of the transaction contemplated
herein.
(c) Risk of Loss. The parties agree that any risk of loss or
destruction shall pass to Buyer on December 30, 1999, at midnight. Buyer will
be deemed to have taken possession of the Vessel and other assets and equipment
for purposes of this Agreement at the Vessel's then location on December 30,
1999, at midnight.
(d) Hired Employees. On or before December 30, 1999, Buyer agrees
to offer employment to at least two-thirds of Seller's employees (the "Hired
Employees") for a minimum of
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sixty (60) days commencing on the Closing Date, during which period Buyer shall
evaluate the feasibility of the continued employment of the Hired Employees.
Seller shall terminate the Hired Employees as of December 30, 1999. Seller
shall pay the cost of any compensation, severance or other benefits which may
be payable through the December 30,1999 to Seller's employees, including the
Hired Employees, or to such other persons as shall claim compensation,
severance or other benefits in connection with the consummation of the
transactions contemplated hereunder. Buyer shall pay the cost of any
compensation, severance or other benefits which may be payable after the
December 30, 1999 to the Hired Employees.
11. POST-CLOSING OBLIGATIONS.
(a) Transfer of Licenses. Seller shall cooperate with Buyer and,
upon Buyer's written request, agrees to take all reasonable steps to assist
with the transfer to Buyer of all transferable licenses and permits necessary
for the operation of the Vessel.
(b) Buyer to Pay Taxes on Purchase Price. The purchase price of
the Vessel and the Acquired Assets does not include any sales or use tax. Buyer
acknowledges that payment of these taxes is Buyer's obligation and that all
required tax returns will be filed and all taxes due, if any, will be remitted
to the appropriate tax authority when due. Buyer will indemnify and hold Seller
harmless from any liability for sales or use tax arising out of this purchase
and sale transaction and for any and all expenses incurred by Seller, including
attorneys' fees, should Buyer fail to pay taxes when due.
(c) Seller to Pay Broker's Commissions. The Seller warrants to
Buyer that Seller has not engaged or retained the services of a broker
regarding this Agreement except as follows and that in the event a broker shall
claim a commission due with regard to this Agreement on account of the Seller,
Seller shall protect, save harmless and indemnify Buyer from and against any
claim brought by said broker, whether founded or unfounded:
(i) The Seller has agreed to pay a commission equal to
three percent of the Purchase Price (3% of $4,650,000) or a total
commission in the amount of $139,500 upon receipt of the full purchase
price at and subsequent to Closing to:
Coastal Passenger Vessels, LTD., LLP
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
The commission will be paid upon receipt of each payment made by Purchaser to
Seller. With respect to amounts paid to Debis by Purchaser, the commission will
be paid upon receipt by Seller of a copy of the check which has been forwarded
to Debis for payment. The Purchaser agrees to forward a copy of the check
showing payment to Debis to the Seller immediately upon forwarding same to
Debis.
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The Buyer warrants to Seller that Buyer has not engaged or retained
the services of a broker regarding this Agreement and that in the event a
broker shall claim a commission due with regard to this Agreement on account of
the Buyer, Buyer shall protect, hold harmless and indemnify Seller from and
against any claim brought by said broker, whether founded or unfounded.
12. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. The Seller
represents, warrants and covenants to the Buyer the following:
(a) Authority. Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Delaware. This
Agreement and the transactions contemplated hereunder have been duly authorized
by the Board of Directors of the sole shareholder of the Seller, Europa Cruises
Corporation, and constitute the valid and binding obligation of the Seller.
(b) Sole Ownership. Seller is the sole owner of the Vessel and
has the full right and power to sell and transfer it.
(c) No Suits, Judgments, Etc. Seller has no knowledge of any
unsatisfied judgments against the Vessel nor does Seller have any knowledge of
any suits pending against the Vessel other than the suit referred to above.
13. BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Buyer represents
and warrants to the Seller that:
(a) Authority. Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of South Carolina.
This Agreement and the transactions contemplated hereunder have been duly
authorized by all necessary action of the Purchaser, and constitute the valid
and binding obligation of the Purchaser.
(b) No Reliance. Seller has not made any representations to the
condition of the Vessel or as to the past or present earnings or the prospects
of future earnings of the Vessel or port and Buyer has not relied upon any such
representations by Seller or others.
(c) Adequate Opportunity for Inspection. Prior to signing this
agreement, Buyer has been afforded adequate opportunity to inspect the Vessel
and all equipment, fixtures, assets and inventory conveyed and has had the
opportunity to ascertain to its satisfaction the physical condition of the
Vessel and equipment thereon and the acquired assets.
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14. INDEMNIFICATION.
(a) Seller's Indemnification. Seller agrees to indemnify Buyer,
its shareholders, officers and directors and their respective successors, heirs
and assigns, and hold Buyer and them harmless from and against claims of any
nature relating to Seller's operation of the Vessel or use of the premises
prior to leasing the Vessel to Purchaser or its predecessor in interest on
March 1, 1999.
(b) Buyer's Indemnification. Buyer agrees to indemnify Seller,
its shareholders, officers and directors and their respective successors, heirs
and assigns, and hold Seller and them harmless from and against claims of any
nature relating to the Vessel and/or operation of the Vessel or use of the
premises beginning March 1, 1999.
15. ASSIGNMENT
The Purchaser shall have no right whatsoever to assign this Agreement until the
full Purchase Price has been paid, including the amount due Debis, without the
express, written consent of the Seller. It is understood that the Seller may
withhold consent for any reason whatsoever and that consent may be unreasonably
withheld.
The Purchaser shall have the right to assign this Agreement following payment
of the full Purchase Price, including the amount due Debis.
On the other hand, it is understood and agreed that Europa shall have the
absolute right to assign this Agreement.
16. WAIVER
No waiver of any breach of or default under this Agreement by any party shall
be considered to be a waiver of any other breach or default under this
Agreement.
17. OWNERSHIP
The parties agree that, while the Seller shall retain title to the Vessel as
security until the full Purchase Price has been paid, the Purchaser shall be
deemed the Owner of the Vessel and assets and equipment which is the subject of
this Agreement for all purposes.
18. TAXES
Although Europa will retain title to the Vessel until payment of the full
Purchase Price, the Purchaser shall be deemed the Owner of the Vessel for all
purposes and shall pay all taxes and assessments of any nature that may be
assessed against the title holder or owner of the Vessel or the Vessel in
connection with the use of the Vessel including but not limited to, admissions
taxes, sales taxes, special county taxes, use taxes, federal excise taxes,
registration fees, personal property taxes,
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liquor taxes, penalties and interest thereon, and any attorneys fees incurred
in connection with the collection thereof and shall indemnify Europa against
any claims, liens and collection efforts in connection therewith.
19. INSURANCE
The parties understand that Europa currently carries insurance on all of its
vessels, including the Europa Sun. It is agreed that Purchaser will maintain,
at a minimum, the same insurance coverage now being carried on the Vessel. The
Purchaser will pay all insurance premiums on the Vessel. The Purchaser shall
name Europa as an insured under all policies of insurance and shall furnish
proof of all insurance to be carried on the Vessel until the full Purchase
Price, including the amount due Debis, has been paid in full.
20. MISCELLANEOUS.
(a) Time is of the Essence. Time is of the essence of this
agreement.
(b) Condition of the Vessel. The Buyer acknowledges that Seller
has made no representations or claims as to the condition of the Vessel or
equipment or acquired assets which are the subject of this agreement.
SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AND
ANY WARRANTIES AS TO THE PHYSICAL OR MECHANICAL CONDITION OF THE VESSEL. BUYER
ACKNOWLEDGES THAT BUYER IS PURCHASING THE VESSEL "AS IS." ALL IMPLIED
WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. IT IS EXPRESSLY UNDERSTOOD THAT THE
VESSEL IS SOLD "AS IS."
(c) Expenses of Sale. Each party shall be responsible for its own
closing costs. Seller's expenses shall include preparation of the bills of
sale, preparation of Seller's instruments for the transfer of the Vessel and
attorney's fees. Buyer's expenses shall include all financing and closing
costs, all costs of registering the Xxxx of Sale or other documents required to
be registered, preparation of any notes and liens hereunder, preparation of
Buyer's instruments for the transfer of the Vessel and Buyer's attorney's fees.
(d) Default. If either the Buyer or Seller refuses to complete
the transaction at the time and place set for Closing, the aggrieved party
shall be entitled to all remedies provided under this Agreement and to seek all
relief available to it in law or equity or both.
(e) Notice. Any and all notices required or contemplated
hereunder shall be provided by delivery via Federal Express AND via facsimile
to the following:
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As to Seller:
Europa Cruises of Florida 2, Inc.
c/o Xxxxxxx X. Xxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
and to:
Xxxxxxx X. Xxxxxx, President
Europa Cruises of Florida 2, Inc.
000-000xx Xxxxxx
Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Tel: 000-000-0000
Fax: 000-000-0000
As to Buyer:
Xxx Xxxx, President
Stardancer Casino, Inc.
0000 Xxxxxxx 00
Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
Tel: 000-000-0000
Facsimile: 000-000-0000
(f) Governing Law. This Agreement shall be governed by the laws
of the State of Florida and shall be enforced only in a court of competent
jurisdiction in Pinellas County, Florida.
(g) Severance. The invalidity or unenforceability of any portion
of this Agreement shall in no way affect the remaining provisions and portions
hereof.
(h) Binding Effect. This agreement shall bind the successors,
heirs and assigns of the parties hereto.
(i) Captions. The paragraph captions used throughout this
agreement are for the purpose of reference only and are not to be considered in
the construction of this agreement or in the interpretation of the rights or
obligations of the parties hereto.
(j) Entire Agreement. This Agreement supersedes all prior
agreements and oral discussions and constitutes the entire agreement between
the parties as to the matters herein
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contained and the agreement shall not be modified in any respect except by an
amendment in writing signed by all parties hereto.
(k) Representation as to Authority to Act. The undersigned
represent and warrant that they are duly empowered and authorized to execute
this Agreement on behalf of their respective principals.
(1) Effective Date. This Agreement shall be effective
December 30, 1999.
IN WITNESS WHEREOF the parties have caused this instrument to be
executed as of the date first above written.
SELLER:
EUROPA STARDANCER CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Date: December 30, 1999
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BUYER:
STARDANCER CASINO, INC.
By: /s/ Xxx Xxxx
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Xxx Xxxx, President
Date: December 30, 1999
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