ASSET PURCHASE AGREEMENT
THIS PROPERTY PURCHASE CONTRACT (the " Agreement”), old as of Mar 2, 2012, is made by simply and between Sam Mom Café LLC, a New You are able to limited liability company (" Buyer) and Big Zany Corp., a New You are able to corporation (" Seller”).
WHILE, Seller owns a bar/restaurant business located at 62 Court Streets, Brooklyn, NY 11201 (the " Business”);
WHEREAS, Seller intends to market the possessions of the Organization to Buyer; and
ALTHOUGH, Buyer intends to purchase the assets via Seller.
TODAY, THEREFORE , in consideration from the promises sold, the receipt and sufficiency of which is usually acknowledged, the parties mutually agree the following:
1 . Sale for the Business
1 . Upon the conditions and be subject to the conditions established in the Contract, on _________ (the " Closing Date”), Seller shall sell, transfer and deliver to Purchaser, and Client shall obtain, acquire and receive by Seller the assets of the Business (the " Assets”) as set forth below:
a) All leasehold interest in the organization held simply by Seller coming from Smallie Biggs, LLC (the " Lease”);
b) Almost all furnishings, accessories, and other real property held by Owner and found in and about the premises in connection with the operation of the Business (the " Tangible Property”);
c) All unprocessed trash, finished items, supplies, presentation materials and also other inventories possessed by Seller and used or organised for use entirely in the procedure of the Organization (the " Inventory”);
d) All saleable stock in the trade (the " Inventory in Trade”);
e) All allows used or held for proper use by Owner exclusively inside the operation with the Business nevertheless only if transferable or assignable, specifically Seller's liquor and cabaret permits (the " Business Permits”);
f) All ebooks of bank account, general, monetary, accounting and personnel documents, files, consumers' and suppliers' lists, worker lists and compensation activities, other circulation lists, billing records, sales and marketing literature, manuals and consumer supplier correspondence owned by and in carefully of Seller relating entirely to the Organization (the " Books and Records”); g) An absolute assignment to Buyer of Seller's trade identity " O'Keefe's, ” organization telephone quantities, facsimile quantities, email websites, and Web addresses and websites (the " Themed Assets”);
h) The goodwill of the Organization together with the special right to Buyer to represent on its own as having on business in succession to Vendor and to use the business style of the Business and variations available to be continued by the Client (the " Goodwill”); and
i) Insurance policies for any and all of the Assets, if and also to the extent they are attribuable (the " Insurance Policies”).
2 . Expressly excluded from your purchase and sale of the company are the subsequent:
a) Any and all videos, mortgages, promises, security interests, restrictions, preceding assignments, spectacular invoices coming from vendors, encumbrances, and statements of every kind, nature or perhaps character (the " Exclusions”).
2 . Purchase Price and Conditions of Payment
1 . The combination purchase price (the " Order Price”) pertaining to the Business can be $1, 500, 000 and shall be payable as set forth below:
a) A down payment of $250, 1000 shall be paid out by Customer to Seller at the Final (the " Down Payment”) by wire transfer of immediately readily available funds pursuant to line transfer guidelines delivered by simply Seller to Buyer at least two business times prior to the Final Date.
b) The balance of $750, 500, bearing interest at the price of six. 0% A. P. Ur. and payable over a three year period in 36 equal monthly payments of $22, 816. forty five (the " Balance”).
several. Escrow Pay in
1 . Customer shall put in into escrow with a chosen escrow agent (the " Escrow Agent”) the Downpayment, which shall be disbursed to Seller on the Closing. The Down...