1
EXHIBIT 10.1
V 82 Contract for Sale of Business, Inc. or Corp. 1984 By Xxxxxx Xxxxxxxx, Inc.
(Uniform Commercial Code-Bulk Transfer) 12-89 Publisher, NYC 10013
AGREEMENT, made the 30th day of September 1997 in the State of New
York between ACE VENTURE, INC., whose address is 000 Xxxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxx, Xxx Xxxx 00000 hereinafter called the Transferor, and GENERAL CREDIT
CORP. whose address is 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, N.Y. 10017
hereinafter called the Transferee.
SUBJECT 1. The Transferor agrees to sell to the Transferee and the
MATTER OF Transferee agrees to buy the following described business:
SALE check cashing business located at 000 Xxxxxxx Xxxxxx, Xxxxx
000, Xxx Xxxx, X.X. 10018 Including the stock in trade,
fixtures, equipment, contract rights, lease, good will,
licenses, rights under any contract for telephone service or
other rental, maintenance or use of equipment, machinery and
fixtures at the said premises, more particularly described in
Schedule A hereto attached, free and clear of any debts,
mortgages, security interests or other liens or encumbrances
except as herein stated. Title shall be closed on the 30th
closing date day of September 1997 at 10 A.M. at the office of Xxxxxx X.
Xxx, Esq., 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
PURCHASE 2. The purchase price to be paid by Transferee is $480,000.00
PRICE
TERMS OF 3. The terms of payment are as follows:
PAYMENT
Upon execution of this agreement
By cash or certified check, receipt of which is
hereby acknowledged $100,000.00
Upon execution and delivery of Xxxx of Sale
By cash or certified check $
By execution and delivery of two promissory note of
the following tenor, to be secured by a security
interest in the goods and chattels and all other
personal property mentioned in Schedule A hereof and
all other personal property, goods and chattels
thereafter acquired used in connection with the
aforesaid business; together will all proceeds
thereof and all increases, substitutions,
replacements, additions and accessions thereto. $380,000.00
$380,000.00 payable in 72 equal monthly
installments with 10% interest per annum, the first
of which shall be due Nov. 15, 1997 and thereafter
on the 1st day of each and every succeeding month
until fully amortized.*
Transferee agrees to perfect such security interest
by executing and delivering to Transferor a Security
Agreement and a Financing Statement, in accordance
with the provisions of the Uniform Commercial Code,
and all other instruments or documents as may
* The purchaser shall execute two promissory notes, one
payable to the order of Dong Xxxx Xxxx in the
principal amount of $230,000 and the other payable to
the order of Xxx Xx in the principal amount of
$150,000.
2
be required by the Transferor. The filing fees
thereof shall be paid by the Transferee.
By taking title subject to and assuming payment of
the sum of $
Secured by a now a lien affecting the business and
assets or a portion thereof and paying same
according to the terms thereof.
ADJUSTMENTS 4. At the closing the following adjustments shall be made:
rents, insurance premiums, taxes, electricity, gas, fuel,
water, interest on mortgages or other liens.
CREDITORS LIST 7. Transferor shall furnish Transferee with a list of
Transferor's existing creditors, containing the names and
business addresses of all creditors of the Transferor, with
the amounts owed to each and also the names of all persons
who are known to the Transferor to assert claims against the
Transferor even though such claims are disputed. Such list
shall be signed and sworn to or affirmed by the Transferor or
his agent and, unless such list is appended hereto, it shall
be delivered to Transferee at least 15 days before the
closing date; provided that if Transferee takes possession of
the goods or pays for them before that date such list shall
be furnished at least 15 days before the happening of either
event.
PRESERVATION 8. Transferee shall preserve the list of creditors
OF LIST AND aforementioned as well as the schedule of property (Schedule
SCHEDULE A hereof) for a period of 6 months next following the date of
transfer of title and shall permit inspection of either or
both and copying therefrom at all reasonable hours by any
creditor of the Transferor; in lieu thereof, Transferee may
file such list and schedule in the Office of the Secretary
(Department)of State.
NOTICE TO 9. Transferee shall give notice to creditors of the transfer
CREDITORS at least 10 days before taking possession of the goods or
paying for them, whichever happens first. Notice shall be
given in the form and manner as provided in the Uniform
Commercial Code.
RESTRICTIVE 10. The xxxx of sale shall contain a covenant by the
COVENANT Transferor and all other persons heretofore active in the
said business or in any way interested therein with the
Transferor, not to reestablish, re-open, be engaged in, nor
in any manner whatsoever become interested, directly or
indirectly, either as employee, as owner, as partner, as
agent, or as stockholder, director or officer of a
corporation, or otherwise, in any business, trade or
occupation similar to the one hereby agreed to be sold,
within the area bounded:
northerly by........................................................
southerly by................Not Applicable..........................
easterly by.........................................................
and westerly by.....................................................
for a term of....................... years from the closing date.
LEASE 11. Transferor further agrees, at the time of closing, to
assign and transfer as part of this sale the existing lease
or to execute and deliver, or to procure the execution and
delivery, to the Transferee of a new lease or an extension of
the term of the existing lease, covering the premises used in
connection with said business and providing for a continuous
term which shall expire on the day of
19 .
rent The rend during such term shall not exceed $ per month.
assumption Transferee shall assume full performance of the existing Lease, if assigned.
security Security in the sum of $
Now held by the landlord under the existing lease, is hereby added to the amount
3
of the purchase price and is to be paid to the Transferor by
the Transferee at the closing, less any valid set-off or
counterclaim asserted by the landlord. Transferor shall also
assign and transfer to the Transferee all of the Transferor's
right, title and interest in said security. Any default on
the part of the Transferor with respect to the provisions of
this paragraph shall forthwith entitle the Transferee to
repayment in full, on demand, of any deposit or payment on
account hereunder.
LIQUIDATED 12. Any willful, capricious or other inexcusable default
DAMAGES hereunder on the part of either party shall entitle the
aggrieved party to the sum of $ as liquidated damages for
breach of this contract in addition to repayment in full of
any sum paid hereunder as aforesaid, said amount being hereby
agreed upon by reason of the difficulty in reducing the exact
damages actually sustained to a mathematical certainty.
BROKER 13. The parties agree that No broker is involved in this
sale. of No.
commissions Is the only broker who brought about this sale. The
Transferor shall pay to the Broker when and if title closes a
commission at the rate of per cent of the purchase price.
WARRANTIES 14. The warranties and covenants contained herein shall
SURVIVE survive the Xxxx of Sale and become a part thereof and
continue in full force as though set forth at length therein.
PRIOR NAMES 15. Transferor represents that Transferor has not used any
AND ADDRESS other business names and/or addresses within the three years
last past except as follows:
DEFINITION OF 16. The term "goods" as defined and used in the Uniform
GOODS Commercial Code shall apply to this agreement.
CAPTIONS 17. The captions are inserted only as a matter of convenience
and for reference and in no way define, limit or describe the
scope of this agreement nor the intent of any provision
thereof.
The terms, warranties and agreements hereto contained shall bind and
inure to the benefit of the respective parties hereto, and their respective
legal representatives, successors and assigns.
The gender and number used in this agreement are used as a reference
term only and shall apply with the same effect whether the parties are of the
masculine or feminine gender, corporate or other form, and the singular shall
likewise include the plural.
This agreement may not be changed orally.
IN WITNESS WHEREOF, the Parties have respectively signed and sealed
these presents the day and year first above written.
Ace Venture, Inc.
By: /s/ Dong Xxxx Xxxx L.S.
----------------------------
Dong Xxxx Xxxx, President L.S.
-------------------------------
General Credit Corp.
/s/ Xxxxxx Xxxxxxx L.S.
-------------------------------
By:
--------------------------
Broker
STATE OF New York COUNTY OF New York ss.:
Dong Xxxx Xxxx being duly sworn deposes and
says that: He is the President of Transferor:
The following is a true and complete list of: the existing creditors of the
Transferor, showing their business addresses and the amounts owed to each; the
names and addresses of all persons known to the Transferor who have asserted
claims which the Transferor disputes.
4
------------------------------------------------------------------------------------------------------
Creditor - indicate if a Claimant Business Address Amount - indicate if disputed
------------------------------------------------------------------------------------------------------
None at closing.
-----------------------------------------------------------------------------------------------------
Sworn and subscribed to before me /s/ Dong Xxxx Xxxx
-----------------------------
this 30th day of September 0000 Xxxx Xxxx Xxxx
-------------------------------------
5
SCHEDULE A
Property to be transferred
All the equipment, fixtures currently located at 000 Xxxxxxx Xxxxxx,
Xxxxx 000, XX, XX.
6
CONTRACT
For Sale of Business
BULK SALE
UNIFORM COMMERCIAL CODE
---------------------------------------------------------
TO
----------------------------------------------------------
DATED:
----------------------------------------------------------
