LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST SALE AND ASSIGNMENT AGREEMENT
EXHIBIT 10.36
LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST
SALE AND ASSIGNMENT AGREEMENT
SALE AND ASSIGNMENT AGREEMENT
THIS LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST SALE AND ASSIGNMENT AGREEMENT
(“Agreement”) is made and entered into as of the 1st day of April, 2011 by and between
XXXXXXX X. XXXXXXX, an individual resident of the State of Missouri (“Seller”) and PEAK RESORTS,
INC., a Missouri corporation (“Buyer”).
WHEREAS, Seller is the owner of Fifty Percent (50%) of the Outstanding Membership Interest in
Resort Holdings, L.L.C., a Missouri limited liability company (“LLC”), pursuant to a certain
Operating Agreement of the LLC dated as of the 14th day of February, 2006 (the
“Operating Agreement”); and,
WHEREAS, Seller desires to sell, assign, transfer and set over unto Buyer all of his
Membership Interest in the LLC (the “Assigned Interest”); and,
WHEREAS, Buyer desires to purchase all of Seller’s Membership Interest in the LLC; and
WHEREAS, subject to the Operating Agreement, Seller is authorized to sell and assign the
Assigned Interest, and Buyer desires to become a Member (as defined in the Operating Agreement).
NOW, THEREFORE, in consideration of the above premises and of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is hereby agreed as follows:
1. Seller, effective as of April 1, 2011, hereby sells and delivers the Assigned Interest to
Buyer, and Buyer hereby purchases and accepts delivery of the Assigned Interest from Seller, in
exchange for the payment of the purchase price of Twenty-Seven Thousand Eight Hundred Sixty-Nine
and 00/100 Dollars ($27,869.00) (“Purchase Price”). Buyer shall deliver the Purchase Price to
Seller in cash at Closing.
2. Seller hereby assigns, transfers, sets over and delivers unto Buyer all of
Seller’s right, title and interest in and to the Assigned Interest, and all of the rights, benefits
and privileges of Seller thereunder, and Buyer hereby agrees to assume all rights, duties and
responsibilities of a Member arising from and after the date hereto.
3. This Assignment is subject to all the terms and conditions of the Operating
Agreement of the LLC.
4. Seller represents and warrants to Buyer that he has the full right, title,
power, capacity and authority to validly transfer, assign, convey and set over the Assigned
Interest to Buyer and that Seller is not a party to any agreement to sell, hypothecate or otherwise
dispose of the Assigned Interest, nor has he sold, hypothecated or disposed of any interest in the
Assigned Interest to any other parties.
5. Seller represents and warrants to Buyer that the only liabilities of the LLC
currently outstanding are those set forth on the attached Exhibit A attached hereto and
incorporated herein.
6. Successors. This Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective personal representatives, heirs, successors, legal
representatives and
assigns.
7. Miscellaneous.
7.1 Entire Agreement. This Agreement contains the entire agreement
between
the parties hereto with respect to the transactions contemplated hereby and supersedes all prior
oral or written negotiations, communications or agreements, however given, relating to the subject
matter hereof. This Agreement shall not be changed or terminated except by written amendment
signed by the parties hereto.
7.2 Governing Law. This Agreement and the construction thereof,
shall be
governed by the laws of the State of Missouri, as to both interpretation and performance. The
parties agree that to the extent any action is brought in law or in equity, they each agree and
stipulate that such action may be brought exclusively in the St. Louis County, Missouri Circuit
Court, and they consent to the jurisdiction of said court. The parties further stipulate that any
judgment of said court shall be enforceable in law or in equity, in any jurisdiction within the
United States in accordance with the laws of such other jurisdiction.
8. Severability. The agreements and covenants contained in this Agreement are
severable. In the event that any agreement or covenant contained herein is held to be invalid or
unenforceable by any court of competent jurisdiction, the remaining agreements and covenants shall
continue in full force and effect and shall be interpreted as if such invalid or unenforceable
agreement or covenant was not contained herein.
9. Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed to be an original, but which together shall constitute
one and the same instrument and may be signed and exchanged by electronic mail or facsimile in
order to facilitate closing and completion of this transaction.
IN CONSIDERATION OF THE ABOVE, the parties hereto have executed this Agreement and Assignment
on the date first written above.
| Seller: | Buyer: | |||||
| PEAK RESORTS, INC. | ||||||
/s/ Xxxxxxx X. Xxxxxxx
|
By: | /s/ Xxxxxxx X. Xxxxxxx
|
||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||||
| Printed Officer Name | ||||||
| CONSENTED TO BY ALL OF THE MEMBERS OF RESORT HOLDINGS, L.L.C. | ||||||
| /s/ Xxxxxxx X. Xxxx | /s/ Xxxxxxx X. Xxxxxxx | |||||
| XXXXXXX X. XXXX | XXXXXXX X. XXXXXXX | |||||
EXHIBIT A
OUTSTANDING LIABILITIES
OF
RESORT HOLDINGS, L.L.C.
OUTSTANDING LIABILITIES
OF
RESORT HOLDINGS, L.L.C.
Centrue (note) |
$ | 473,385.00 | ||
Peak
Resorts, Inc. (net amount due) |
105,877.00 | |||
TOTAL LIABILITIES |
$ | 579,262.00 | ||
