ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement"), made and executed as of ,
2005 (the "Effective Date"), by and among J & J BAGEL ENTERPRISES, INC., D/B/A
THE BAGEL CLUB, a New Jersey corporation ("Seller"), having as its principal
place of business at 00 Xxxxxxxx Xxxxxx, in the Borough of Flemington, County of
Hunterdon and State of New Jersey, and THE CERTO GROUP, LLC (the "Purchaser"),
having an address at 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx 000, in the Township of
Piscataway, County of Middlesex and State of New Jersey.
W I T N E S S E T H
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WHEREAS, upon the terms and subject to the conditions set forth in this
Agreement, Purchaser desires to purchase from Seller and Seller desires to sell
to Purchaser, substantially all of the assets of Seller, as more particularly
described herein, in consideration for the payments from Purchaser as set forth
herein;
N O W T H E R E F O R E
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In consideration of the foregoing and the respective representations,
warranties, covenants, agreements and conditions hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which by
each of the parties hereto is hereby acknowledged, the parties hereto agree as
follows:
1. The Sale and Purchase
1.1 Sale and Purchase of Assets. Upon the terms and subject to the
conditions set forth herein, at the Closing (as defined herein), Seller shall
sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall
purchase, acquire and accept from Seller, all of Seller's right, title and
interest in and to, all properties, assets, contracts and rights, wherever
located, as set forth below, and as the same may exist on the Effective Date (as
defined herein) (the "Business and Business Assets" or the "Assets") except for
the Excluded Assets set forth in Section 1.3 below, including, but not limited
to:
(A) All right, title and interest of Seller in and to the
contracts, agreements, leases, arrangements, instruments and documents related
to Seller's existing bagel restaurant business operated at the two locations
described in Sections 2.2(B)(iv) and 2.2(B)(v) (the "Business"), including,
without limitation, those items specified on Schedule 1.1(A);
(B) All property of Seller used or held for use in the Business
that is capable of being transferred, including, without limitation, those items
specified on Schedule 1.1(B);
(C) All right, title and interest of Seller under the real and
personal property leases used or held for the use in the Business that are
capable of being transferred, including, without limitation, those items
specified on Schedule 1.1(C);
(D) All customer lists, goodwill and other intangible assets of
the Seller related to the Business, including, without limitation, those items
specified on Schedule 1.1(D); and
(E) All inventories, supplies and similar tangible assets of the
Seller related to the Business generated by the Business, including, without
limitation, those items specified on Schedule 1.1(E).
1.2 Purchase Price and Promissory Notes. The purchase price for the
Assets shall be the amount of THREE HUNDRED NINETY-TWO THOUSAND ONE HUNDRED
SEVENTY-EIGHT and 50/100 ($392,178.50) DOLLARS (the "Purchase Price"), plus
interest only as to the portions of the Purchase Price described in Sections
1.2(B)(i) and 1.2(B)(ii) below, for an aggregate consideration in the amount of
FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), payable by Purchaser in cash, by
cashiers check, or by wire transfer of immediately available funds to an account
designated by Seller according to the schedule of payments established herein;
(A) ONE HUNDRED FIFTY THOUSAND ($150,000.00) DOLLARS payable at
Closing; and
(B) The balance of the purchase price of TWO HUNDRED FORTY TWO
THOUSAND ONE HUNDRED SEVENTY-EIGHT and 50/100 ($242,178.50) DOLLARS shall be
payable in the following manner:
(i) FORTY NINE THOUSAND NINETY-ONE and 25/100 ($49,091.25)
DOLLARS which shall be paid in Twelve (12) consecutive equal amortizing monthly
installments of principal and interest in the amount of FOUR THOUSAND ONE
HUNDRED SIXTY-SIX and 67/100 ($4,166.67) DOLLARS based upon interest computed at
the rate of Three and 40/100 (3.4%) percent per annum commencing on the date of
Closing, such payments to be reflected in the Promissory Note attached hereto as
Exhibit "A". The first installment shall be due one (1) month after the Closing;
and
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(ii) ONE HUNDRED NINETY THREE THOUSAND EIGHTY-SEVEN and 25/100
($193,087.25) DOLLARS which shall be paid in Twenty-Four (24) consecutive equal
amortizing monthly installments of principal and interest in the amount of EIGHT
THOUSAND THREE HUNDRED THIRTY-THREE and 33/100 ($8,333.33) DOLLARS based upon
interest computed at the rate of Three and 40/100 (3.4%) percent per annum
commencing on the date of Closing, such payments to be reflected in the
Promissory Note attached hereto as Exhibit "B" (together with the Promissory
Note described in Section 1.2(B)(i), the "Notes"). The first installment shall
be due one (1) month after the Closing
1.3 Liabilities. Purchaser assumes no liabilities of Seller of any
kind, except any liabilities in connection with the Assets that arise after the
Closing Date.
2. The Closing
2.1 Closing Date. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the law offices of Xxx &
Xxxxxxxxx, P.A., located at 000 Xxxxxxxx Xxxxxxxx, Xxxxx Tower, Suite 202,
Florham Park, New Jersey, on or before __________, 2005 (the "Closing Date" or
"Date of Closing").
2.2 Deliveries at Closing.
(A) At the Closing, Purchaser shall deliver to Seller:
(i) that portion of the Purchase Price as set forth in Section
1.2(A) above in immediate available funds;
(ii) duly executed Notes; and
(iii) a copy of the resolutions or minutes of the Members and/
or Managers of Purchaser containing the authorization of the execution, delivery
and performance of this Agreement.
(B) At the Closing, Seller shall deliver to Purchaser:
(i) a duly executed xxxx of sale (or a Xxxx of Sale for Phase
One and a Xxxx of Sale for Phase Two, as described in Section 2.4), assignment
and assumption agreement in the forms annexed hereto as Exhibits "C" and "D",
transferring to Purchaser all interests of Seller in and to the Assets to be
acquired by Purchaser hereunder which are in the nature of personal property,
including whatever rights Seller has to use the name "The Bagel Club" and all
interests of Seller in the agreements and licenses to be transferred to
Purchaser hereunder;
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(ii) a certificate of an authorized officer of Seller
certifying to the accuracy of the representations and warranties and that Seller
has complied in all material respects with all covenants, agreements and
conditions required by this Agreement;
(iii) a copy of the resolutions or minutes of the Board of
Directors and Shareholders of Seller containing the authorization of the
execution, delivery and performance of this Agreement;
(iv) a duly executed assignment of the lease for the property
located at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx (the "Flemington
Premises"), in form substantially similar to the attached Exhibit "E"; and
(v) a duly executed assignment of the lease for the property of
the 1,691 square feet on the first floor of the Hunterdon Medical Center located
within the coffee shop where the Hunterdon Medical Center is located at 0000
Xxxxxxx Xxxxx, Xxxxxxx, Xxx Xxxxxx (the "Hunterdon Medical Center Premises"), in
form substantially similar to the attached Exhibit "F".
2.3 Adjustments at Closing. At Closing, the following adjustments to
the Purchase Price shall be made and shall be paid as follows:
(A) Seller shall be credited for any prepaid rent and unreturned
security deposits for any leases set forth on Schedule 1.1(A) or Schedule
1.1(C), any prepaid utilities, and any amounts required to be prepaid in
connection with any of the Assets or contracts set forth on Schedule 1.1(A) or
Schedule 1.1(C); and
(B) Seller shall be credited for any inventory (valued at cost).
Seller shall take an inventory immediately prior to Closing, or as near in time
to Closing as reasonably practicable.
2.4 Closing Phases. For the convenience and upon the agreement of
Seller and Purchaser, the Closing may take place in two phases, the first phase
to occur in connection with the Flemington Premises ("Phase One") and the second
to occur in connection with the Hunterdon Medical Center Premises ("Phase Two").
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If both parties agree to close in two phases, all the deliveries described in
Section 2.2 shall be delivered at the closing of the Phase One, except as
described below:
(A) At the Phase One closing, Purchaser shall deliver one-half of
the amount set forth in Section 2.2(A)(i) above, with the remaining one-half to
be delivered at the closing of the Phase Two; and
(B) At the closing of Phase Two, Seller shall deliver the duly
executed assignment of the lease for the Hunterdon Medical Center Premises as
described in Section 2.2(B)(v).
2.5 Phase Two Contingency. In the event both parties agree to close in
two phases, and Phase One takes place but Phase Two does not occur solely
because the landlord fails to consent to or execute the assignment of the lease
for the Hunterdon Medical Center Premises as described in Section 2.2(B)(v), all
references to the Hunterdon Medical Center Premises shall be deemed stricken
from this Agreement and such provisions shall be considered null and void,
including but not limited to any such representations and warranties or
non-compete provisions. In such event, the parties agree to negotiate in good
faith to determine what adjustments might be made to the Purchase Price, and any
other provision of this Agreement.
3. Representations and Warranties
3.1 Seller hereby represents and warrants to Purchaser as follows:
(A) Seller has full power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Seller, and assuming due
execution and delivery of this Agreement by Purchaser, this Agreement
constitutes a legal, valid and binding obligation of Seller enforceable against
Seller in accordance with its terms and conditions except as such enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws relating
to, or affecting generally the enforcement of, creditors' rights and remedies or
by other equitable principles of general application. The execution, issuance
and delivery of this Agreement by Seller and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action;
(B) Seller is duly organized, validly existing and in good
standing under the laws of the State of New Jersey and has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated;
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(C) Other than as set forth on Schedule 3.1(C), Seller has good
and marketable title to all of the Assets and as of the Closing Date, the Assets
shall be transferred to Purchaser free and clear of liens, encumbrances and
claims, which Assets constitute the material assets used in the operation of the
Business;
(D) To the best of Seller's knowledge Seller has complied with,
and has not received any notice of any violation of, any federal, state, or
local statute, law, or regulation affecting the assets used in the operation of
the Business;
(E) Seller has not received notice of any actual or threatened
civil, criminal or administrative action, suit demand, claim, lien, hearing,
notice of violation, proceeding, or investigation relating to the Seller or its
predecessors, or its present or former interests in real property alleging any
violation of or liability pursuant to environmental laws and regulations. To the
knowledge of the Seller, Seller is in compliance with all applicable
environmental laws and regulations. To the knowledge of the Seller, there are no
existing below ground petroleum storage tanks at either of the Flemington
Premises or the Hunterdon Medical Center Premises. Seller has no knowledge of
any existing violation of or liability pursuant to environmental laws and
regulations in connection with: (i) Seller's operation of the Business; or (ii)
the real or personal property located at either of the Flemington Premises or
the Hunterdon Medical Center Premises.
(F) Seller hereby represents and warrants that the Assets are
currently in good working order and will be in good working order as of the
Closing Date.
(G) Seller hereby represents and warrants that a copy of all
licenses and approvals required to operate the Business by any federal, state or
local governmental or quasi-governmental entity are annexed hereto as Schedule
3.1(G).
3.2 Purchaser hereby represents and warrants to Seller as follows:
Purchaser has full power and authority to execute and deliver this
Agreement, to purchase the Assets and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Purchaser and, assuming due authorization, execution and delivery of the
Agreement by Seller, this Agreement constitutes a legal, valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its
terms and conditions.
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3.3 Survival of Representations and Warranties. All representations
and warranties made by the Seller and Purchaser under this Agreement shall
survive the Closing Date until the last payment to be received by Seller under
the Notes.
4. Additional Agreements of the Parties
4.1 Prior to the Closing, Seller shall not without Purchaser's
consent: Amend the Certification of Incorporation of Seller or its bylaws, the
Lease Agreement or any contracts or agreements being transferred or assigned by
the Seller to the Purchaser.
4.2 Employment. After the Closing Date, Xxxx Xxxxx may remain involved
in the Business operation as an employee if he so chooses for a period to be
determinable between Xxxx Xxxxx and Purchaser, in which case Xxxx Xxxxx shall be
paid a salary in an amount to be determined by Xxxx Xxxxx and Purchaser.
4.3 Consents. Seller shall use commercially reasonable efforts
(including the giving of required notices), and Purchaser shall provide all
commercially reasonable cooperation and assistance, to obtain in writing as
promptly as possible any consents (including the assignments of lease described
in Sections 2.2(B)(iv) and 2.2(B)(v) required for the assignment of any of the
Assets or contracts set forth on Schedule 1.1(A) or Schedule 1.1(C), and Seller
shall deliver to Purchaser, upon Seller's receipt, copies of such consents.
4.4 Insurance. Until closing, Seller shall continue to carry its
existing insurance, subject to variations in amounts required by the ordinary
operations of the Business, except that if the closing takes place in two
phases, as described in Section 2.4, upon the closing of Phase One, Seller shall
be permitted to cancel such insurance solely in connection with the Flemington
Premises.
4.5 Wholesale Supply Agreement. Purchaser acknowledges that the
Business currently supplies certain food ingredients and/or food products, such
as bagels, at wholesale cost for the Seller's use at Fresco's, a restaurant
located in the fitness facility across the road from the Hunterdon Medical
Center Premises and currently owned and/or operated by Seller and Xxxxxxx Xxxxx.
For a period of five (5) years, or longer upon the mutual agreement of the
Seller and the Purchaser, Purchaser hereby agrees to continue to supply Fresco's
with such food ingredients and/or food products at wholesale cost, on such terms
and conditions that are consistent with the current arrangement.
4.6 Hunterdon Medical Center Premises Wholesale Supply Agreement.
Purchaser acknowledges that the Business operated at the Flemington Premises
currently supplies certain food ingredients and/or food products, such as
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bagels, at wholesale cost for the Seller's use at the Business operated at the
Hunterdon Medical Center Premises. Following the Phase One closing, Purchaser
hereby agrees to continue to supply Seller with such food ingredients and/or
food products at wholesale cost, on such terms and conditions that are
consistent with the current arrangement, for use at the Business operated at the
Hunterdon Medical Center Premises. In the event that the Phase Two closing does
not take place, Purchaser hereby agrees to continue to supply Seller with such
food ingredients and/or food products at wholesale cost for use at the Business
operated at the Hunterdon Medical Center Premises, on such terms and conditions
that are consistent with the current arrangement, for a period of five (5)
years, or longer upon the mutual agreement of the Seller and the Purchaser.
Notwithstanding any other provisions of this Agreement, including but not
limited to those provisions set forth in Section 2.5, this provision shall
survive for the longer of: (i) the date of the Phase Two closing, or (ii) five
years.
5. Indemnification
5.1 Seller's Indemnification. Seller shall indemnify, defend, protect,
and hold harmless the Purchaser from, against and in respect of any and all
claims, demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorneys' fees, that the Purchaser shall incur or suffer, which arise, result
from, or relate to:
(A) Any acts of Seller or any of Seller's shareholders,
directors, officers, employees, agents, attorneys, contractors, predecessors,
successors or assigns, relating to the Business which occurred prior to the
Closing Date; or
(B) Any breach of, or failure by Seller to perform, any of its
representations, warranties, covenants, or agreements in this Agreement or in
any schedule, certificate, exhibit, or other instrument furnished or to be
furnished by Seller under this Agreement.
5.2 Purchaser's Indemnification. Purchaser shall indemnify, defend,
protect, and hold harmless the Seller from, against and in respect of any and
all claims demands, losses, costs, expenses, obligations, liabilities, damages,
recoveries and deficiencies, including interest, penalties and reasonable
attorneys' fees, that the Seller shall incur or suffer, which arise, result
from, or relate to:
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(A) Any breach of any representation or warranty of Purchaser set
forth in this Agreement or any certificate or other writing delivered by
Purchaser in connection herewith, including but not limited to the Notes;
(B) Any nonfulfillment of any covenant on the part of the
Purchaser set forth in this Agreement; and any and all claims incident to any of
the foregoing or to the enforcement of Section 5.2(A); or
(C) Any liability or obligation, relating to or arising from the
operations of the business or the assets acquired by the Purchaser where such
liability obligation arose from an event subsequent to the Closing, including
but not necessarily limited to any obligation arising out of any contracts or
other agreements assumed by the Purchaser hereunder.
6. Miscellaneous
6.1 Expenses. Except as otherwise provided herein, all fees and
expenses incurred by Purchaser in connection with this Agreement shall be borne
by Purchaser, and Seller hereby agrees that all fees and expenses incurred by
Seller in connection with this Agreement shall be borne by Seller, in each case
including without limitation all legal and accounting fees and expenses.
6.2 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior oral or written agreements among the parties.
6.3 No Third-Party Beneficiaries and Assignment. This Agreement is for
the sole benefit of and binding upon the parties hereto and their permitted
successors and assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns, and shall inure to the benefit of and be
enforceable by the parties hereof and their respective successors and permitted
assigns. No party may assign either this Agreement or any or his or its rights,
interests or obligations hereunder without the prior written consent of the
other parties hereto except that Purchaser may assign its rights hereunder to
any entity controlled by Purchaser without the consent of Seller, provided that
such entity agrees to assume all obligations under this Agreement and any
documents delivered pursuant to this Agreement, and provided Purchaser remains
bound as the issuer or as a guarantor of the Notes.
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6.4 Amendment. This Agreement may be amended or modified only by an
instrument in writing signed by all parties hereto.
6.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
6.6 Gender, Number and Headings. Whenever used in this Agreement, the
singular number shall include the plural, the plural the singular, and the use
of any gender shall be applicable to all genders. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
6.7 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New Jersey without giving effect to
the principles of conflicts of laws thereof. Except as otherwise provided for
herein, any dispute or controversy arising under or in connection with this
agreement shall be resolved by arbitration in the State of New Jersey conducted
in accordance with the then prevailing Commercial Arbitration Rules of the
American Arbitration Association. The judgment of the arbitrator or arbitrators
in any such proceeding shall be final, binding and conclusive on the parties,
and a judgment may be entered by the prevailing party on account thereof.
Neither party in an arbitration conducted pursuant to this Section 6.7 shall be
entitled to recover its legal fees and expenses from the other party thereof,
except as otherwise provided for herein. The costs of the arbitrator or
arbitration panel shall be borne equally by the parties.
7. Covenant Not To Compete.
(A) From and after the Closing Date, Seller and all officers,
directors and shareholders of Seller agree not to engage in any activities,
either directly or indirectly, which would serve to compete in any way with the
bagel restaurant business services currently offered by the Business. Xxxx Xxxxx
will not engage in the organization, ownership or participate in any bagel
restaurant business, and will not solicit prior or existing customers of the
business, except insofar as such solicitation is a result of advertising to the
general public in any media of general circulation. The restrictions set forth
in this Section 7 shall prohibit such activities within a five (5) mile radius
of the Flemington Premises and the Hunterdon Medical Center Premises and the
duration shall be five (5) years from the Closing Date.
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(B) Nothing herein shall be construed as prohibiting the
Purchaser from pursuing any remedy available for such breach or threatened
breach, or both, by any officer, director or shareholder of Seller in a court of
law. The parties hereto irrevocably submit to the jurisdiction of any New Jersey
State court over any action or proceeding arising out of or relating to a breach
of this covenant, and hereby irrevocably agree that all claims in respect of
such action or proceeding may be heard and determined in such New Jersey State
Court. As an alternative method to personal service, the parties hereto
irrevocably consent to the service of any and all process in any such action or
proceeding by the mailing of copies to them at their addresses specified above.
The parties hereto agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any manner provided by law. The parties hereto further waive any
objection to venue in New Jersey and any objection to any action or proceeding
in New Jersey on the basis of forum non conveniens. The parties hereto further
agree that any such action or proceeding brought against any other party hereto
shall be brought only in a New Jersey State court sitting in New Jersey. In the
event that Seller, or its officers, directors or shareholders breach the
provisions of this covenant or that such breach is threatened, the parties
hereto agree that the Purchaser shall be entitled to seek immediate relief by
obtaining an injunction from a court of competent jurisdiction restraining
Seller from acts that will result in breach or threatened breach of this
covenant. This remedy will be in addition to all other remedies available to the
Purchaser either at law or in equity.
(C) Notwithstanding any other provision of this Agreement or any
of the documents delivered pursuant to this Agreement, no restriction described
in this Section 7 shall apply to the ownership and/or operation of Fresco's, a
restaurant located in the fitness facility across the road from the Hunterdon
Medical Center Premises and currently owned and/or operated by Seller and
Xxxxxxx Xxxxx.
8. Confidentiality; Publicity. Except as may be required by law, as
may be reasonably necessary for the Seller to wind up the Business or as
otherwise permitted or expressly contemplated herein, each party hereto and
their respective officers, members, managers, employees, accountants, attorneys,
agents and representatives shall not disclose to any third party the existence
of or the terms and provisions of this Agreement without the prior consent of
the other parties hereto. No press release or other public announcement related
to this Agreement or the transaction contemplated hereby shall be issued by any
party hereto without the prior approval of the other parties hereto.
Notwithstanding the prior sentence, subsequent to Closing, Purchaser shall have
the right to announce the purchase in any manner which the Purchaser sees fit
except Purchaser shall be prohibited from any disclosure of the purchase price
under this Agreement except as otherwise provided for herein.
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9. Allocation. The Purchase Price shall be allocated as follows, which
is annexed hereto as Exhibit "D":
(A) The Assets set forth in Section 1.1 (A) $
(B) The Assets set forth in Section 1.1 (B) $
(C) The Assets set forth in Section 1.1 (C) $
(D) The Assets set forth in Section 1.1 (D) $
(E) The Assets set forth in Section 1.1 (E) $
(F) The Assets set forth in Section 7 $
TOTAL: $ 400,000.00
10. Construction. Neither party shall be deemed to be the drafter of
this Agreement; and in the event this Agreement is ever construed by an
arbitrator or an arbitration panel or by a Court of law, then and in that event,
such arbitration panel or Court shall not construe this Agreement, or any
provision hereof, against either party as the drafter of this Agreement. Each of
the Seller and Purchaser has contributed substantially and materially to the
preparation of this Agreement.
11. Notices. Notice by either party to this Agreement to the other
shall be in writing and given by Certified or Registered Mail, return receipt
requested, addressed as follows:
To Seller: At the address set forth above
with a copy to: Xxxxxxx X. Xxxxxx-Xxxxxxxxxx, Esq.
XXXXXX XXXXXXXX LLP
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
To Purchaser: At the address set forth above
with a copy to: Xxx X. Xxxxxxxxx, Esq.
XXX & XXXXXXXXX, P.A.
000 Xxxxxxxx Xxxxxxxx
Xxxxx Tower-Suite 000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
or as requested in writing by either party.
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12. Taxes. Any and all sales taxes, bulk transfer tax, or any other
similar tax, regardless of the designation, that may be or become due and owing
by reason of the transfer of the assets to the Purchaser shall be the
responsibility of and liability of the Seller, and will be paid by Seller
without contribution from the Purchaser. The appropriation and filing of the
applicable tax returns will be the responsibility of the Seller, including but
not limited to obtaining a notice from the State of New Jersey as to any amounts
which need to be held in escrow for taxes due by the Seller based on the
transfer of these assets.
13. Filing of Federal From 8594 Asset Acquisition Statement. Purchaser
and Seller hereto agree that they shall each attach to their respective Federal
Income Tax Returns for the fiscal year in which the Closing occurs, Federal Form
8594, the Asset Acquisition Statement under Section 1060 of the Internal Revenue
Code of 1986, as amended, for filing purposes, which shall contain the
allocation of the Purchase Price as set forth in Section 9 of this Agreement.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first written above.
SELLER:
J & J BAGEL ENTERPRISES, a New Jersey Corporation
By: /S/ Xxxxxxx Xxxxx
------------------
Xxxxxxx Xxxxx, President
Xxxxxxx Xxxxx, individually, only as to the
Covenant not to Compete set forth in
Section 7 of this Agreement
PURCHASER:
THE CERTO GROUP, LLC, a New Jersey Limited
Liability Company
By: /S/ Xxxxxxx Xxxxx
-----------------
Xxxxxxx Xxxxx, President
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Exhibits
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Exhibit A Promissory Note
Exhibit B Promissory Note
Exhibit C Xxxx of Sale
Exhibit D Assignment and Assumption Agreement
Exhibit E Assignment of Lease: Flemington Premises
Exhibit F Assignment of Lease: Hunterdon Medical Center Premises
Schedules
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Schedule 1.1(A) Contracts, Agreements, Leases, Arrangements, Instruments
Schedule 1.1(B) Property used or held for use in the Business that is capable
of being transferred
Schedule 1.1(C) Real and Personal Property Leases
Schedule 1.1(D) Customer Lists, Goodwill and Other Intangible Assets
Schedule 1.1(E) Inventories, Supplies and Similar Tangible Assets
Schedule 3.1(C) Restrictions on Title; Liens, Encumbrances and Claims
Schedule 3.1(G) Licenses and Approvals Required to Operate the Business
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