THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2012, is made by and between Sam Mama Café LLC, a New York limited liability company (“Buyer) and Big Zany Corp., a New York corporation (“Seller”).
WHEREAS, Seller owns a bar/restaurant business located at 62 Court Street, Brooklyn, NY 11201 (the “Business”);
WHEREAS, Seller intends to sell the assets of the Business to Buyer; and
WHEREAS, Buyer intends to purchase the assets from Seller.
NOW, THEREFORE, in consideration of the promises exchanged, the receipt and sufficiency of which is acknowledged, the parties mutually agree as follows:
1. Sale of the Business
1. Upon the terms and subject to the conditions set forth in the Agreement, on _________ (the “Closing Date”), Seller shall sell, transfer and deliver to Buyer, and Buyer shall purchase, acquire and receive from Seller the assets of the Business (the “Assets”) as set forth below:
a) All leasehold interest in the Business held by Seller from Smallie Biggs, LLC (the “Lease”);
b) All furnishings, fixtures, and other tangible property owned by Seller and used in and about the premises in connection with the operation of the Business (the “Tangible Property”);
c) All raw materials, finished goods, supplies, packaging materials and other inventories owned by Seller and used or held for use exclusively in the operation of the Business (the “Inventory”);
d) All saleable stock in the trade (the “Stock in Trade”);
e) All permits used or held for use by Seller exclusively in the operation of the Business but only if transferable or assignable, specifically Seller’s liquor and cabaret licenses (the “Business Permits”);
f) All books of account, general, financial, accounting and personnel records, files, customers’ and suppliers’ lists, employee lists and compensation schedules, other distribution lists, billing records, sales and promotional literature, manuals and customer supplier correspondence owned by and in the possession of Seller relating exclusively to the Business (the “Books and Records”); g) An absolute assignment to Buyer of Seller’s trade name “O’Keefe’s,” business telephone numbers, facsimile numbers, email domains, and URLs and websites (the “Themed Assets”);
h) The goodwill of the Business together with the exclusive right to Buyer to represent itself as carrying on business in succession to Seller and to use the business style of the Business and variations in the Business to be carried on by the Buyer (the “Goodwill”); and
i) Insurance policies for any and all of the Assets, if and to the extent they are assignable (the “Insurance Policies”).
2. Expressly excluded from the purchase and sale of the Business are the following:
a) Any and all liens, mortgages, pledges, security interests, restrictions, prior assignments, outstanding invoices from vendors, encumbrances, and claims of every kind, nature or character (the “Exclusions”).
2. Purchase Price and Terms of Payment
1. The aggregate purchase price (the “Purchase Price”) for the Business is $1,000,000 and shall be payable as set forth below:
a) A down payment of $250,000 shall be paid by Buyer to Seller at the Closing (the “Down Payment”) by wire transfer of immediately available funds pursuant to wire transfer instructions delivered by Seller to Buyer at least two business days prior to the Closing Date.
b) The balance of $750,000, bearing interest at the rate of 6.0% A.P.R. and payable over a three year period in 36 equal monthly installments of $22,816.45 (the “Balance”).
3. Escrow Deposit
1. Buyer shall deposit into escrow with a designated escrow agent (the “Escrow Agent”) the Down Payment, which shall be disbursed to Seller at the Closing. The Down...