XXXXXXXX AND CO. - XXXXXXXX BUSINESS BROKERS
FLORIDA BUSINESS BROKERS ASSOCIATION
STANDARD ASSET PURCHASE CONTRACT AND RECEIPT
JULY 19, 2002
Xxxxxxx X. Xxxxx and/or Assign (herein referred to as "Buyer"), hereby offers
and agrees to purchase upon the terms and conditions hereinafter set forth the
business know as: Healthy Bites Grill and certain assets, including all
furniture, fixtures, equipment, inventory, accounts receivable (where
applicable), goodwill, and general intangibles, (the tangible assets are set out
in Schedule "A"), located at 0000 X. Xxxxxxxxxx Xxxx., Xx. Lauderdale, Broward
County, Florida.
$ 120,000 Purchase Price, payable as follows:
$ 2,000 By xxxxxxx money deposit received herewith in the form of a
check.
$ 18,000 As additional deposit upon acceptance of offer by Seller, to
be received in the form of a check. Deposits to be held by,
Xxxxxxxx and Co. (herein referred to as "Broker/Escrow
Agent").
Seller and Xxxxx acknowledge that any checks accepted by Xxxxxx and/or
Closing Agent are subject to collection. Escrowed funds will not be
disbursed until they have been cleared by said bank. Escrow accounts
will not bear interest.
$100,000 By in State Cashier's Check payable to Closing Agent at or
before Closing. $ n/a By a duly executed Promissory Note, as
set out in Paragraph 7, made in favor of and to be delivered
to Seller at Closing payable in ________ equal consecutive
monthly payments of $_______ which includes interest at the
rate of ______%. The first payment shall be due and payable
_______ days from closing.
$ n/a
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$120,000 TOTAL PURCHASE PRICE
The unpaid balance of any promissory note or other deferred indebtedness to be
assumed by Xxxxx and mentioned above is approximate. Any adjustments thereto
shall be made to the cash portion provided at Closing:
IT IS XXXXXX AGREED THAT:
1. ACCEPTANCE: Xxxxx's offer hereby made shall be open for Seller's written
acceptance on or before 5:00 P.M. on 7/24, 2002 and Seller shall deliver to
Broker written acceptance of such offer within twenty four (24) hours of such
acceptance, or the deposit shall be returned to Buyer.
2. CLOSING DATE: The undersigned hereby agree to execute any and all documents
necessary to close this transaction. The Closing date for this sale shall be on
8/15/2002, or before that date by mutual consent. Any extension fo this closing
date must be in writing and signed by Xxxxx and Seller.
3. Time: Time is of the essence.
4. AUTHORITY: The undersigned have the full authority to enter into this
Contract and to conclude the transaction described herein. No agreement to which
either Buyer or Seller is a party prevents either of them from concluding this
transaction, nor is the consent of a third party required therefore.
5. WARRANTY: Seller warrants that all outstanding liabilities of the Business,
except as specifically set forth herein shall be paid full on or before the
Closing of this sale and that Buyer shall receive possession of the Business
free and clear of any encumbrances other than the security interest which may be
created pursuant to this transaction.
6. INDEMNIFICATION AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold
Buyer harmless from all debts, claims, actions, losses, damages and attorney's
fees, existing or that may arise from or be related to Seller's past operation
and ownership of the Business, except any liabilities assumed by Buyer
hereunder. In the event Buyer should become aware of any such claim against the
Business not disclosed by Seller prior to Closing, Xxxxx shall promptly notify
Seller in writing of such claim. In the event Seller does not satisfy said claim
or said claim is not disputed within ten days from the receipt of such notice,
Buyer may, at is sole option, subsequent to Closing, pay such claim and receive
full credit against the next payment(s) due under any Promissory Note owed to
Seller under this contract. In the event of a cash transaction, or wholly third
party financing, the parties agree that the Closing Agent shall retain Twenty
Five Thousand $25K from the Seller closing proceeds for a period of 90 days to
secure the Seller's indemnification responsibilities as provided for herein.
7. SECURITY AGREEMENT: At the time of Closing, Xxxxx shall execute, in favor of
the Seller, a Promissory Note, personally and individually guaranteed, secured
by a Security Agreement, giving Seller a lien against all assets purchased
hereunder until the indebtedness has been paid in full. Said Security Agreement
shall be subordinate to any existing liens described herein and shall contain
the right of the Seller to obtain a court appointed receiver to preserve the
Business assets until such time as Seller regains ownership and control of the
Business. Buyer shall further execute UCC-1 forms, which shall be recorded in
the State of Florida records, as per the requirements of the Uniform Commercial
Code. The collateral for the Security Agreement and Note shall be the following:
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a) All furniture, fixtures and equipment listed on SCHEDULE "A",
together with all the substitutions and replacements, as well as the
product inventory of the Business, Accounts Receivable, and all records
as a going concern.
b) A collateral assignment of the Lease Agreement, as consented to by
the Landlord if required by the lease, indicating that a default in
either the Note or the Lease Agreement y Buyer shall constitute a
default in both, giving the Seller, at Seller's option, the right to
assume the Lease Agreement, re-enter the premises and take control of
the Business.
8. LITIGATION: Except as noted herein, Seller represents and warrants that there
is no litigation or proceedings pending to the Seller's knowledge against or
relating to the Business, its properties or business activity, nor does the
Seller know or have reasonable grounds to know of any basis of any such action
relative to the Business, its properties or business activity.
9. INCORPORATION BY BUYER: It is acknowledged and agreed that Buyer may elect to
incorporate. In such event, the new corporation shall become the Buyer, and
Buyer shall cause the corporation to ratify and adopt all of the terms and
conditions of this Purchase Contract. Further, original Buyer shall continue to
be personally liable for the performance of the terms, covenants and conditions
herein. In the event of the purchaser being a corporation, the signatory to this
agreement shall, in addition to the corporation, be personally liable for the
performance of the terms, conditions and covenants contained herein.
10. DEFAULT: If Buyer should fail to pay on or before the closing date the
balance of cash necessary to close this transaction, or if the Buyer shall fail
to perform any of the covenants and conditions of this Contract, Seller shall
have the right to enforce this Contract pursuant to the terms of Paragraph 34 in
this Contract by obtaining a Court ruling setting out factual entitlement to a
monetary award of damages to Seller as a result of Xxxxx's default hereunder. In
the event Seller shall default by failing to perform any of the covenants
contained in this Contract, failing to provide data and information specified
herein within five (5) days after request from Buyer to do so, or to otherwise
close according to the terms and conditions of this contract, Buyer shall have
the right to terminate this Contract, and demand the return of its escrow
deposits, as well as reimbursement for any and all reasonable attorney's fees,
accounting fees, and other costs incidental t Buyer's inspection of the
Business. Buyer may seek a Court ruling under Paragraph 34 hereinbelow setting
out the Buyer's factual entitlement to specific performance of the Seller's
obligations hereunder, or, in the alternative, monetary damages payable to Buyer
by Seller. Regardless of whether Seller or Buyer should default subsequent to
completion of contingencies and verifications, Xxxxxx's compensation shall be
due and payable upon demand.
11. XXXXX'S ACKNOWLEDGMENT: Buyer hereby acknowledges that Buyer is relying
solely on Xxxxx's own inspection of the Business as well as the representations
fo Seller regarding the prior operating history of the Business, the value of
the assets being purchased and all other material facts. Xxxxxx has not
conducted any independent investigation whatsoever of the Business or the
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information provided by Seller. Xxxxx acknowledges that Xxxxxx has not verified
the representations of Seller.
12. SELLER'S ACKNOWLEDGMENT: Seller acknowledges that Xxxxxx has made no
representations concerning the creditworthiness or ability of Buyer to complete
this transaction thereby relying solely on Buyer's representations with respect
thereto, nor any representations with respect to the Broker's ability to procure
a Buyer for Seller. The Seller acknowledges that the Broker has performed all
its duties pursuant to the listing agreement and has earned its compensation.
Buyer and Seller acknowledge that certain Federal Income Tax and State of
Florida laws and taxes may be applicable to this transaction.
SCHEDULE OF CONDITIONS
13. BILL OF SALE: Seller shall deliver to Buyer at the Closing an Absolute Bill
of Sale for all equipment, furniture, other personal property and fixtures
included in this sale, as per the List attached hereto as per SCHEDULE "A" and
by reference incorporated herein, for which Seller warrants that it has good and
marketable title, free and clear of all liens and encumbrances, except any liens
or encumbrances disclosed herein.
14. CONDITION OF EQUIPMENT: All equipment, furniture, fittings, personal
property and fixtures, included in this sale, as per attached SCHEDULE "A", is
being purchased on an "as is" basis without warranties of merchantability or
fitness for any particular purpose. However, at the Closing of this sale, all
equipment shall be in working condition. Buyer shall be responsible for
inspecting said equipment in order to determine that as of the date of Closing,
said equipment is in working condition.
15. LOSS/DAMAGE: In the event there is any loss or damage to the Business
premises, or any of the improvements, systems, equipment or other assets
included in this sale at any time prior to the Closing of this sale, the risk of
loss shall be upon Seller. Immediately from and after the Close of this sale,
all risk of loss or damage shall be upon Buyer.
16. ACCOUNTS PAYABLE: All accounts payable accruing to the date of the Closing
of the sale shall remain the responsibility of Seller and are not included in
this sale. Immediately from and after the Closing of this sale, all subsequent
accounts payable shall be the sole responsibility of Buyer.
17. BUSINESS DEPOSITS: Any and all amounts currently on deposit for the benefit
of the Business for utility services, leases, insurance, etc., are and shall
remain the sole property of Seller and are not included as part of this
transaction. Buyer shall effective with the Closing, deposit such amounts as are
necessary to continue the operation of the Business or the Seller shall receive
a credit for such deposits at Closing.
18. OPERATION OF THE BUSINESS PRIOR TO CLOSING: Seller hereby agrees, from the
date of execution of this contract to the date of Closing, to carry on the
business activities and
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operations fo the Business diligently and in substantially the same manner as
has been customary in the past, and shall not remove any item with the exception
of product inventory sold in the normal course of business.
19. BUSINESS TELEPHONE: Xxxxxx agrees to transfer to Xxxxx at Closing, and Xxxxx
agrees to accept all of Xxxxxx's right, title, interest and responsibility for
the Business telephone number(s) and yellow pages or other advertising that
refers to said telephone number(s).
20. BUSINESS MAIL: After Closing, Xxxxxx agrees that all mail relating to the
Business shall be routed by Xxxxx, and Xxxxx agrees to promptly forward to
Seller any mail personalized to Seller.
21. BUSINESS RECORDS: At the Closing of this sale, Seller shall deliver to Buyer
copies of all customer accounts and records, and any other documents pertinent
to the operation of the Business which Seller may have. Such records shall
include copies of these documents necessary to conduct business with suppliers
and customers of the Business.
22. BUSINESS PREMISES: Until possession is transferred to the Buyer at Closing,
Seller agrees to maintain the Business premises, including heating, cooling,
plumbing and electrical systems, built- in-fixtures, together with all other
equipment and assets included in this sale, in good working order, and to
maintain and leave the premises in a clean, orderly condition.
23. PRORATIONS: All transferable taxes, insurance, licenses, rents, utilities,
and other customarily prorated items, shall be prorated as of the Closing Date.
24. LICENSES AND PERMITS: Unless otherwise specified herein, Xxxxxx agrees to
cooperate with Xxxxx in obtaining, at Xxxxx's expense, any licenses, permits,
approvals or certificated necessary for the continued operation of the Business.
Seller warrants that to the best of his knowledge the Business and premises
meet, at the time of Closing, all government regulation as to health, fire,
zoning and other licensing laws. Seller shall bear the cost of repairs and/or
alterations which are or may be required to allo Buyer to operate the Business
sin a lawful manner.
25. INVENTORY OF GOODS: It is agreed that the on-hand inventory at Closing of
marketable goods at Seller' cost shall be $ none. An itemized physics count of
these goods held for resale shall be taken by Xxxxx and Seller prior to the
Closing and an increase or decrease as compared to this cost shall adjust the
total purchase price. Where applicable, an increase shall be added to the
Promissory Note owed to Seller and a decrease shall reduce the cash down
payment.
26. FINANCIAL INFORMATION: Seller warrants that the financial information
supplied to Buyer by Seller is true and correct and is a fair and accurate
presentation of the financial condition and results of operation of the
Business. From the date of execution of this contract, Xxxxx shall, at his
option, have three (3) business days to request through Broker in writing, any
financial documents of Seller necessary to verify the financial information
supplied by Seller to Buyer, and Buyer shall have five (5) business days after
receipt of said documents to verify this information.
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A five (5%) percent negative variance in any of the financial information
furnished by the Seller will allow Buyer to cancel this contract by written
notice to Broker during said verification period. Failure of Buyer to notify
Broker within the time specified shall constitute Buyer's waiver of this
provision.
27. ACCOUNTS RECEIVABLE: Check which is applicable.
(________) It is agreed that Seller's accounts receivable of $ -0- are included
in the purchase price. Details of those receivables include name, account
number, amount, and aging and shall be delivered to Buyer at Closing. Any
increase or decrease, to the date of closing, as compared to this amount, shall
adjust the purchase price. Where applicable, any increase shall be added to the
Promissory Note owed to Seller and a decrease shall reduce th ecash down
payment. All receivables so transferred shall be fully guaranteed by Seller, and
if uncollectable within 180 days, may be set-off against the next payment(s) due
from the Promissory Note owed to Seller, provided that Buyer shall assign Seller
the right to collect said receivables.
ALTERNATIVELY
(__________) The accounts receivable of the Business for work done or goods sold
to the date of Closing (hereinafter, Seller's Accounts Receivable) shall be
retained by Seller. Buyer will forward to Seller any payments received by Xxxxx
with respect to Seller's Accounts receivable, will cooperate with Seller in
providing any and all correspondence or other documents received by Buyer with
respect to Seller's Accounts Receivable and will otherwise cooperate with Seller
in enabling Seller to collect Seller's Accounts Receivable.
28. FAMILIARIZATION: Seller and/or _______ agrees to spend, at no cost to Buyer,
a period of 3 ([X]days, oweeks, omonths) during normal business hours exclusive
of holidays and Sundays, from the Closing Date, to assist Buyer and employees in
the orderly transfer of the Business.
29. BUSINESS TRADE NAME: Seller hereby grants Buyer, effective with the Closing
of this sale, any and all rights held by Seller in the trade name. "None" this
also includes Web Domain Name(s), if any and any variations thereof, hereby
waives any rights thereto, and shall not, after Closing, make use of such name,
directly or indirectly. If the corporate and business trade names of the Seller
are the same or similar, the Seller shall be obligated to change its corporate
name to a name unrelated to such name within ninety (90) days of closing.
30. RESTRICTIVE COVENANT: The SELLER (if an entity, all of its shareholders,
directors, officers, members or partners) shall enter into a valid restraint of
trade or commerce protecting all of the legitimate business interests conveyed
by the SELLER to the BUYER under this contract. The restraint shall comport, in
all respects, with the provisions of Section 542.335, Florida Statues. The
restraint shall be reasonable as to time, place and manner of enforcement. The
SELLER agrees not to compete, directly, indirectly or in any manner, or engage
in a business similar to the Business being purchased, nor aid or assist anyone
else, except Buyer, to do so within these limits, nor solicit
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in any manner any past accounts of the Business, nor employ any employee of the
Business; nor have any interest, directly or indirectly, in such a business
except as an employee of Buyer, provided, however, that Xxxxx's right to enforce
this portion shall terminate in the event that Buyer is in default under any
material term of this agreement or of the closing documents. The restraint
associated with this contract shall be enforceable for a period of five (5)
years effective from the date of Closing, within five (5) miles of the Business
bing purchased and shall be enforceable in the following geographic area.
________. The parties acknowledge that there are legitimate business interests,
justifying this restrictive covenant, and that the covenant is reasonably
necessary to protect the interest justifying the covenant.
31. LEASE OF PREMISES: Within seven (7) days after the satisfaction of all
contingencies, and prior to Closing, Seller shall assist the Buyer in obtaining
an assignment of the current lease and Buyer shall assume the lease on the
Business premises with Xxxxxx's written consent. Xxxxx further agrees to furnish
Personal and/or Corporate Financial Statements or any other documentation that
Landlord may require for their consent. This contract shall be subject to such
consent where consent is required. Alternately, at Buyer's option, Seller shall
assist the Buyer within the time constraints set out above in obtaining a new
lease on substantially the same terms and conditions as the Seller's existing
lease, to be effective as of the Closing Date. Seller will personally guarantee
a lease assignment if required by the landlord.
32. CLOSING AGENT: The parties hereby appoint "to be decided" as Closing Agent
to receive, deposit and distribute funds for the parties and acknowledge that
Closing Agent shall prepare and obtain execution of escrow instructions, closing
documents and instruments evidencing the terms and conditions of this
transaction, as are required for the closing, conduct the closing, and provide
for recording of the documents. Xxxxx and Xxxxxx agree to execute said documents
as are reasonably requested by the Closing Agent and each to pay one-half (1/2)
of Closing Agent's fees and expenses. Such expenses shall include a judgment and
lien search, documentary stamps, taxes and the recording of filing of UCC;
financing statements in the state records. Such closing documents shall include
Seller(s) and Xxxxx(s) Affidavits, Closing Agreement, Xxxx of Sale, Promissory
Note and such other documents as may be necessary, in the opinion of the Closing
Agent, to effectuate the transaction. The parties agree that the Closing Agent
shall not be the attorney representing either the Seller or the Purchaser.
33. PRE-CLOSING COVENANTS: Xxxxx and Seller agree not to divulge any information
about this transaction prior to Closing, except to the party's attorneys,
accountants or other professional advisors. Xxxxx agrees not to visit business
premises prior to Closing without Seller's approval.
34. This Contract shall be governed by the laws of the State of Florida and the
parties and the Broker specifically agree as a matter of substance and express
their intention to submit any controversy or claim arising out of or relating to
this contract or the breach thereof, to resolution by taking any controversy or
claim to a court of Competent Jurisdiction and to file a suit at law and/or in
equity. The parties agree that jurisdiction and venue with venue for the entry
of judgment upon said judgment shall be in Broward-County, Florida. The court is
directed to award the expenses of
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the lawsuit, all reasonable attorney's fees and costs, to the prevailing party
in the lawsuit. No action shall be entertained if filed more than two years
subsequent to the date the cause (s) of action actually occurred regardless of
whether damages were otherwise as of said time calculable. The Broker shall be
entitled to all information and copies of all documents relating to the lawsuit
from the parties. In any event the Broker shall be entitled to a copy of all
filing, pleadings and rulings within 5 days after such papers are issued.
35. ESCROW DISPUTES: In the event of a dispute at any time among Buyer, Seller
and/or Broker which may involve funds held in escrow by Xxxxxx, all parties
shall agree to the bound under the terms of Paragraph 34 herein above. The
Broker may hold such funds in escrow, until such time as the parties have either
resolved the dispute or submitted it to resolution through arbitration;
provided, however, that the Broker shall nonetheless notify the Florida Real
Estate Commission of such escrow dispute. The Escrow Agent shall not be
responsible for any acts or omissions unless it is the result of intentional
wrongdoing and the Escrow Agent shall have no liability upon making delivery of
any funds or documents which the Escrow Agent holds in accordance with this
Contract.
36. WAIVER: No waiver of any provisions of this contract shall be effective
unless it is in writing, signed by the party against whom it is asserted and any
such waiver shall only be applicable to the specific instance to which it
relates and shall not be deemed to be a continuing waiver.
37. PARAGRAPH HEADLINES: Captions and paragraph headlines in this contract are
for convenience and reference only and do not define, describe, extend or limit
the scope or intent of this contract or any provision herein.
38. SURVIVABILITY OF CONTRACT: The parties hereto acknowledge that this contract
shall survive the Closing of this transaction as to the terms and conditions
herein.
39. BINDING EFFECT: This contract shall bind and inure to the benefit of the
successors, assigns, personal representative, heirs and legatees of the parties
hereto. The parties hereto acknowledge that this contract, including all
covenants, representation, warranties and agreements, shall survive the Closing
of this transaction.
40. ENTIRE AGREEMENT: This Purchase Contract and Receipt constitutes the entire
agreement and understanding of the parties and cannot be modified except in
writing executed by all parties. All representations made herein shall survive
the closing.
41. SEVERABILITY: In the event that any of the terms, conditions or covenants of
this Contract hare held to be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining provisions, or
portions thereof shall not be affected thereby and effect shall be given to the
remaining provisions.
42. CONTRACT REVIEW: From the date of acceptance of this contract, Buyer and
Seller shall have five (5) business days to have this contract, which includes
any addenda or amendments to it,
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reviewed by their respective attorneys to verify that the form and language only
used hereby adequately protects their respective clients and to have the
necessary changes made within such time, so long as the substance of and
material terms in this contract shall remain unchanged.
43. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions
inserted in this form and acknowledged by the parties as evidenced by their
initials shall control all printed provisions in conflict therewith.
44. BROKER: Broker shall be deemed to include all and any other brokers with
whom Xxxxxxxx and Co. is cooperating.
45. ENVIRONMENTAL: The parties acknowledge having been advised by the Broker
that they are aware of the health, liability, and economic impact of
environmental matters relative to real estate transactions, which may include
the sale of the Business or the lease of the premises where the Business is
conducted. The Broker specifically records that it does not conduct, advise and
have any knowledge of environmental matters nor does it undertake or conduct
analyses thereof. The parties are urged to retain qualified environmental
professionals to determine whether any hazardous toxic waste, substances or
other undesirable materials or conditions exist on the property and if so,
whether any health danger or other liability exists. Such substances may have
been used on the construction or operation of the business or buildings or may
be present as a result of previous activities on the property. Various laws and
regulation have been enacted at the federal, state and local levels dealing with
the use, storage, handling, removal, transport and disposal of toxic or
hazardous wastes and substances. Depending upon past, current and proposed uses
of the property, the parties acknowledge that it is prudent to retain an
environmental expert to conduct a site investigation and/or building inspection.
IF hazardous or toxic substances exist or are contemplated to be used at the
property, special governmental approvals or permits may be required. In
addition, the cost of removal and disposal of such materials may be substantial.
Consequently, legal counsel and technical experts should be consulted where
these substances are or may be present.
46, TAX DISCLOSURE: 212.10 Section 31 of the Florida Statutes governs the sales
tax liability of parties involved in the sale or exchange o business assets.
Broker discloses the existence of the statutory provision as well as the
potential transferee liability purported to be created therein, but specifically
disclaims any responsibility to determine the extend to which the statutory
provision is applicable herein. Xxxxxx advises that the parties hereto seek the
assistance of independent counsel. The parties acknowledge that they have been
advised by the Broker, to seek advice as to the allocation of the purchase price
as is required by law.
47. REAL PROPERTY: If the sale of the business includes real property, the sale
of the real property shall be in terms of the FARBAR contract attached and shall
be deemed to be incorporated herein. The terms of the FARBAR contract shall
relate only to the real property.
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48. COUNTER OFFER [________] Seller counters Buyer's offer (to accept the
counter offer, Buyer must sign or initial the counter offered terms and deliver
a copy of the acceptance to Seller by 5:00PM on ________, 2002). [________]
Seller rejects Xxxxx's offer.
The undersigned Buyer expressly acknowledges fully reading, understanding and
receiving a true copy of this document. THIS IS A LEGALLY BINDING AND FULLY
ENFORCEABLE DOCUMENTS. Read it carefully. If you do not understand it, consult
an attorney and/or accountant. Broker is not authorized to give legal or
financial advice. An electronic transmission of this document and any signatures
shall be considered for all purposes as originals.
DATED and RECEIVED THIS 19th day of July, 2002.
BUYER: Address:
Xxxxxxx Xxxxx 0000 Xxxxxxxxx Xx.
--------------------------------------------------------------------------------
by: Coral Springs, FL
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On behalf of the corporation (if applicable)
Phone
000-000-0000
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by: /s/ Xxxxxxx Xxxxx
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who personally guarantee(s) performance of this Agreement
SELLER'S ACCEPTANCE
I (or) we accept the foregoing offer and agree to sell the above-described
business and assets on the terms and conditions of the foregoing contract.
Seller acknowledges receipt of a true copy of this document. An electronic
transmission of this document and any signatures shall be considered for all
purposes as originals
DATED and ACCEPTED on this ______ day of ________________, 2002
a the hour of _______ o'clock _________.
SELLER: Address
by:
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Signature Title
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On behalf of the corporation (if applicable)
by:
-----------------------------------------------------------------------
who personally guarantee(s) performance of this Agreement
Name Printed Phone
COMPENSATION AND DISCLAIMER: Consistent with the provisions of Chapter 475.
Florida Statues, as amended, the Seller recognizes and acknowledges that
Xxxxxxxx and Co. and/or South East Busn. is the Broker for this transaction and
has earned its compensation, payable, at BROKER'S discretion, from closing
proceeds. The SELLER further agrees in terms of Section 475.42(1)(i) of the
Florida Statutes, the BROKER at SELLER'S expense shall have the right to place
any appropriate lien and encumbrance on the business and real estate or both,
necessary to collect any compensation and this shall be the necessary
authorization and consent as is required by the Statute. SELLER further grants
BROKER a security interest under the FLORIDA UNIFORM COMMERCIAL CODE in and to
all furniture, fixtures, inventory, accounts receivable and general tangibles of
the BUSINESS as security for such commissions due in the future arising out of
any options which a BUYER may subsequently exercise and authorizes BROKER to
file this Agreement as a financing statement to perfect such security interest.
For the purpose hereof the SELLER shall include any corporation, which the
SELLER may use. Both Xxxxx and Seller acknowledge that BROKER has neither
represented nor warranted the truth or accuracy of any of the facts, figures,
books, records, memoranda, financial information, or other information of any
nature or kind concerning the operations of the Seller and that BROKER shall not
be liable if said information proves to be false, misleading or fraudulent. The
parties acknowledge that the Broker has only been a conduit of information.
Seller' initials
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Buyer's initials
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