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Sale Agreement
PURcHASE AND SALE AGREEMENT THIS PURCHASE A NI)SALE AGREEMENT ("Agreement"), made and entered into this day of 2t))8 (the "Effective Date" t. by and between Michael Phelan, as Assignee for the benefit t crcd l 11.E A. Internal:ow)) ( urp I oereina ft er refc red to athe Seller) and BEA art Inc,. a Florida corporation ("Buyer-) RECITAIS: The Seller is the owner of all of the. assets and the business formerly conducted by B.F.A. International Corp. (the -Predex.izsor-). an architect and engineer semees firm, which was located at 4J 1 1 LeJeune Road, Coral Gables, FL 33146 (the "Business"). Seller became the owncr by virtue of an Assignment for the Benefit of Creditors made by Predecessor on April 29, 2008 to Seller. A. The Seller desires to sell and ihe Buyer desires to purchase all of the folittwinitvhih were formerly owned by the Predecessor and tit i1iNd in the Buis. (1 ) all or thc pendinf,contraets for the perlOrmance of protessionai services entered into by the Predecenur with third panics, more particularly described on kAhlbit A attached hereto, incorporated herein and made a part hereof the -('ontracts"). (2) all of the 'furniture, fixtures and equipment: whether owned hy they Predecessor or !mod by the Predecessor, (3) the telephone number 305-461-2053, and the fax number 305-461 -33$3, (4) all electronic media ;:ind (5) the telephone system: (() the cotnputers. printers. ftvt- fMadune.,.... modems. ;,,V, itches „ec used connection therewith; (7) al'. nd from the date of the Assignment Buyer SsW ng all liability for sollware fees fit of Creditcxs (.'Assignment Date") forward, and indemnifying Seller, as more particularly sec forth hereinbelow ): (£3) the domain address- (9) the Iibrary° books and manuals, and all saniples„ ith the name " B E. A. International' (14) thc tenant's interest itt that certain 10 year commercial lease (the "C'otnrnerc al October 9, 2007 for the premises 3flt11 i+iW S River Dnve, Miami, FL 33142, a copy of which is attached hereti-i a. E hibit ed herein ad made a part hereof (Buyer cnani thereunder from the .Assignment I)ate ether }ith the executory con Assignor with An,l)cctgn (t n trurtton, inc°. firrtcn;crxt ris'pro (I S) all lircirtacs and perrrr1t l hich arc tran.l� rabic i'redeccsstrr iti the caxx ration of the Bu' ncs . tr, is in the donts sd premises: and rmiintb reed by the Al) t f the fore t in ? to he free attd clear of a)1 li;tbilittes, e�rrirgatictn5, sec ity irttere a rdlrrances, except as moire pttr[cttlarly set forth to par raplt ?. l real'. All ©f the itei bed tzt ubpar gra s (I) through (l 5) above are hereinafter c sllectively described as NOW THEREFt` RE, in con:;icler purchase;tnci truce unditinns of thi r\ re nit the Pep described he rth, the purchase price tier "(.'st+lt Prtee" f$)0.l.i0j whir: 4hall he pa}'able as 2.1 Upon the mutual exec txtitrtt cif thrs ; grdr rza n Fiv°e 77 utt: and DoUa 'crow Agent. The �rsn tt be paid to the Pa hereitr rends `t d pt subpar ph (2 ler White Burnett held in an interest bearing; account with the rote under this Agree n talc + efrt et the Depo u, The balanche C sh Prices tII be pa.,ablc :it the Closing, the Conti ct ,and ttTtdertakes to make a under the Commercial leasti for the ern re term thereof I tit eitce&-s OfS ,$00,000.(Ktr, and undertakes to make all payments due under any license or leak. agreements transferred pursuant hereto 2.5 Buyer will assume and hold the Assignee and the Assignment Estate harmless with respect to A_ssignor's executory contract with An & Inc, m ctinneclion with the completion of the construction (sidle tenant improvements to the demised premixes water the Cormnervial Lease (specifically including an account payable by Assignor at the Assignment Date of approximately S 90.0tXl.00 arid future ohlteatimis thereunder cit apprxirruitcI $650,000.00). 2,6 To the extent that third panics do not consent to the transfer of a contract listed in Exhibit A, Buyer shall complete the services to be rendered thereunder on behalf of and in the name of the Seller. without compensation for such services, Seller paying the direct salaries and expenses of Buyer incurred in connection with the. completion of services required under such contracts. 2,7 Nti debts of the Seller ot the Business will be aSSUITtett by Buyer at Closing except for Seller'shIn under the Contracts rind an). license Or lease agreements specified above_ which have 'arisen or WiliCh Shall arise after the Assignntent Date, 1. Due iNlirtence- Bailer represents and WarritritS i0 Sella that it has had antrtle opportunity to inspect and review eat-h and every item (if the Pritper-!i, fidly tanilli,ir with it, arid d(ses not rely on any representations of warranties tit` tht' Seller it) connect kin therewith other ihan ttpecifically set forth herein, 4 Unde,maktne. Liver pendiugClostrip_ Pending Closing hercunder. Seller continues to operate the Business unite Predecessor. Buyet agrees rierform all serx Ices nticessar.v to continue to operate the 13usiness tif the Priedecessor. WIthOlit compensation. provided only that Sella shall pay all dinti.tt Wary and expenses incurred hy Buyer in such operation of the BUMF! „. (including but not limited to pavrnent to and expenses of subcontractors> from the Assignment Date forward 4,1 Pendent closing, any profit generated hy the operation ot the business oldie Assignor shalt enure to the benefit of the Assipment Estate In the event that a loss is incurred by Seller in the operation of the Business fri,rn the Assignment Date to the date of Closing, Buyer shall pay the amount of such loss to Seller as an addition to the purchase price hereunder, at closing, -1„,oss- shall not include administrative expenses of the Assignee or of his counsel. 5 Closing Closing shall take place on or about the 1 l* day following entry of an Order approving this tranSaCtiOn tn, the Circuit Court at 10 AM at the offices of the Seller, or at such sooner date and plate as. Seller and Buyer niay agree up Seller's Representations. 6„ I ROPItientati011$ and Wm -antics, Seller her represents and warrants to Buyer that as or the Closing .1)ate b 1 .1 Sub ject tilapprot al tit the Circuit (-ourt, Seller has the full tight. initver. and authority to enter into that ,,Agreentent and to tell the propn... in accordance with the terms hereof, and Seller has granted no opt ton or contract to ally other persiin or entity to purchase the Property The e:titeution and deli\ cry of this ,Agreetneni by Seller and thc consummation bv Seller oi lrarNierten contemplated bt, this Agreement are within Sellers ity and all requisite action has been taken to make this ,Agreement alid arid binding on Seller accordance iris its icrim. Them art- DO actiorts, stilts. proceedings, or iritestigatiorts periiiinl.1or threatened against Seller,. or the Prciserty that in any way ould affect an portion of the Proprn or Seller's ability to sell the Properts to Buyer and dclisstm title in accordance with the terms of this Agreement, except as set forth herein and to bc assumed and paid by Buyer or release the -col obtaimal hy Buyer 1.2 'mere are no actiori,, slots, proceed, Ig.s. or investiganons„ includinj condemnation proceeding \ pentimg or, to the knowledge ot Seller threatened against Seller (Tr the Property or any portion thereof or interest thercm, other than the Assignment for the Benefit ofCreelitors 6'1 3 Aolthhihcdhcrrrut. correct. and complete 6.1.4 That The excetition and ittillvery othis Agreenicnt and the consummation tic the transactions ciinternplated berths does not violate ans agreenrent to which Seller is a pany and does not tolate any applicable udgment, order, or degree of any coon having jurisdiction over Seller. 7. Buyer's Re resentabons.13uyer hertily represcrits and warrants to Seller as of the Ciosirig Date as follows: Buyer is. fir will he at Of the Closing Dalt:, a validly es is ting hrnndliability contrails iind or %lilies business entity. 4:n4a:it/es! in the State cif full power arid authiinty put ,...httr,'sc l'tiiperty mid to ith The icnits k*filos Agreement 7.2 The execution and delivery of tins Aga:rine/it hy Buyer and thcconsurnmatiort by Buyer of .thc transaction hereby contemplated are w !thin Buyer's capacits and all nx4iiisite action has been. or vliti be, taken to make this Agreentent valid and binding on B.iyer in accordance with its terms, 7.„3 There is no action sun, or proceeding pending, or to the knowledge of Buyer threatened against Btor with respeei 10 its ability enter into this Agreement Ofto complete the transactions contemplated hereby in any c uu r before any Federal, State. County, or municipal department. Bureau, Commission. Board or „Agency or other governmental instrumentality, 8„ As Is, Where IN Purchase. All Property' to be purchased herein is tbc purchased as is, where is" and Scher makes no refiresentations or warranties as to the Property air any portion thereof except as specifically stated herein, 9. Seller's Covenants. All action required pursuant to this Agreement which is necessary to effectuate the transaction eentemplated herein will be taken promptly and in good faith by Seller, and the Seller shall furnish Buyer with such doctor -tents or further assurances as Buyer may reasonably require. la Conditions Prixedent Buyer shall has c the right n. waive any condition of its obligations .under this Agreement, provided that any such waiver shall be in writing. The Closing of the transaction contemplated by this Agreement shall constitute a W111V‘1" Of any unsatisfied Condition Precedent provided that no such waiver shall release either -party front its liability under the repieseniations and warranties it has made in this Agreement I Pocumeins. . I ! At Closing Seller shall del o, er follOwing jowl/writs ("St'ller's (lasing f)i.icurritztits*'1 13uyer, I 1.1.1 ASS1i111.111e111 of the commercial 1.„.eaw -7- I t 1.2 Assnmmerit of Contracts. An As'$gnrnent of the Contracts which were consented to by the third parties Buyer shall vree to assume all obligations of the Seller under the Contracts as of the losing Dale 1 I 1 Genera I A enmem An ass en me it ot all of the Propetty transferable by assignment, assigning to Buyer all of Seller's right, title. and interest in and to the foregoing to the extent such rights exist and arc assignable Buyer shall agree t ass-ume all °edit:obligations of Seller as of the Closing Date as described in all assigned Property. I I, 1 A Bill ofSale, A Bill of Sale for the Property transferable by bill of sale. 11.1,5 Other Documents. Such other doeurrients and. instruments TO may rcasiniably be requested by Bui„er oi Buyer's attorney. and nc'eary' 10 consummate this transaction and to othemise effect die agreements of the parties hereto. 1 t .2 Rover s („„ losing Documents. At C losing, Buyer shall deliver the following documents ("fiu)ves Closing Documents') to Seller t 1 ,2 1 Cash, The ctish ducat Closing, including the Deposit, pursuant to paragraph 2 above ;2-2 Other Dixtiments. Such other diicuments and 6StrUrnentSas rnavr"StrnablY be TAUCSTed by. Seller or Seller's attorney, and nieces SaCTO consummate this transaction and to ittherwisc eftect the agreements ot the parties hereto 12, indemnifteattiin The Buyer shall indenui ifs and hold T he Seller harmless from and against in respect ()early arid all liabilities, losses. damages. claims, judgments_ amounts paid in settlement, costs and expenses. (including but not limited to attorneys' fees both trial and appellate) arising out of Or due to a material breach °luny Tnatertai representanOil. %Arran' Or covenant oft Buyer contained in this Agreonent, and ( 4) any debt or liability oldie Seller arising out of the operation oldie Business herein transferred after the Assignment Date, and any and all actions. suits, proceedings* derriands„ assessments or lodgments. costs and excienses incidental to any of the foregonig including antirneys' fees (Koh trial and appellate) toss shall not include administrative expenses of the Assures or of his counsel 13. Default. 111 Buyer's I)efauh tnhe event that this transaction fails to close due to a default on the part of Buyer, the Deposit shall be paid to Seller as agreed -upon liquidated damages, and thereafter neither Buyer nor Seller shall have any further obligation under thi Agit-ctlient 13.2 Sella's Default, In the event that this transaction fails E0 close due to a default tan the pan of Seller or lack of approval the (ourt. Buyer shall have ihe right to terminate this Agreement and reCeiVe 'Niel( the i)epaSh, iWW1 Ctu the parties shall be released from any and all liability under this Th-4: fOregt,l)ne Shall be litivcr's sole ternedics in the event of Seller's failure or refusal to close and airier shall have no other action apinst Seller for monetary damages hereunder as a roult of such failure in refusal. 14. Notices, Any notice, request. dentinal instruction or othei COMMUllteit'100 to be given to either party hereunder. except whore required to he debverW at the Closing. hall be in writing arid shall be hand-debx tied or sent by Federal Express or a comparable overnight deli) crs,i„ srviee, postage prepaid. or faxed with a confirmation copx bc ing scni the SilITIC day, by either hand - delivery or by overnight %Cr,. Ser.*, lee. I-0 Buyer, Seller, [toyer z, aitorncx anti Sclicr'N attorrie!„ at their respective addresses °And facsimile numbers sci long below Notice shall be deemed to have been given upon receipt or refusal tif delivery of said notice if de it‘ ered by hand or by ovcrrngh y he cixungx1 by giving sic trxaph 11, Vide ss ttnii ttntt# xttl1c; rtumber N,�tuted herein s the last ad the part isic ar! as ire n zi tics rued to Ct . Ramos ape Florida Drive Key Biwa , FL 33146 Facsimile o,: (3 5,) 365-2776 irr shall he domed valid no, fcc the prurpost of° this paragraph 1Q accrdattcc 4ttat.; #t ntdd G. ik tin; wrrtttrct c%rn �ctt trt �i ttc r 16, Tti is itrirtei trs 1 5.1- (.. otl rtt '+art , lit:s , rci ir€ rrt rna ° c c~tstut to arz nwnl r f count.iis :tnd A pur 16.3 c of ratty farce 16.4 Ater Attie a +h heading idered in construing this ur t of this writing executed by both Seller and Buyer. + 1�y mason thcr p ray tibtains a final. unappeal.tfi1 s A crcc 1 l be interpreted in 4 tc of l 1ond t. both *arsti c and rer»ecl mire Arectrat.: This �racrtt rstcta Cart co (leer* d all su#e.ct xitattt*t tts aettittixns, txrtd-r�stendins, areerrtc�n ndan : u on th t rr#rtttwd successors sors and at 0' and This , gri etttc:ttt h 11 friar, f tlt° panwi her 16.10 Survisal, The obligations of Seller and buyer under this Agreement shall survive the (loing of this transaction, The indemnity provisions under this Agreement shall survive the termination of' this Agreement 16.11 Waiver, No waiver by either party of any failure Of rvtusal by the other party to comply with its obligations shall be dcnwJ a waiver (Warty tither or subsequent failure or refusal to so comply. 16,12 Partial lnvaliditv lf any tem or provision of this Agreenterit or the application thereof to any person or eirellTrigallee'S shall, to any extent, be invalid or unenforceable, the remainder of this. Aizremeni,, or the application of such term or pro v tsiori to persons or eircurristances other than those as to which it 1$ held altdof tmentimccablc. shall not be affected thereby. and each term and provision of this Ageernerit shall be valid and be enforced to the fullest extent permitted by law-, 16,13 Further Actions. Thc parties hereto agree that should any aci or actions of any party hereto be reaStkrtably required to be perfttroted after the nosing, to cart) out the intent of this Agreement, said party vtill perform same upon request of the :Aber party I t 4 Dates, flatly date herein iiirth Ito the periOrrname (A arty obligations by Seller or buyer or f4Th. dell‘.ery of arty inSitUIT lent or nonce fiS herein pro,. itted should be im a Saturday. Sunday, or legal holiday, the compiiithee with such obligations or dett„ co - shall be deemed acceptable on the next busiriess day folloviing such Saturday, Sunday, or Lei. holiday. As used herein, the term "legal holiday" shall mean any state or federal holiday for which financial mstirtitioris or post offices are generally elestxt in the Stare of rlimila tot obs-cri, Waiver of Jurl. Tria1 Fat vut AND SET JIR Mitt BY KNOW'1NU1',VOItiN ARV Y,A%Dis.'1 I Nq{L1'4VA.\1 AN RI If TWtt:N;?11HtMMAYHAV. i() A 7RIAi.'I!Y IVR Y IN RFSPE(: s L)1" ANY t 1-lc•ATICSN'ISA'3l-Ll14Pv tkit]lr.`, l)R. t1NNEtTt4h' Wmu TUl AOK! 1 ►ti art ANL'f ANY AIri21 i'M1 NT C`OMTI. 4Pi A r t ltl :t "ttt3Al.. lilt it�t`li ." DYER TO a W TNESSV,`!i'ERFOF, c -nits AGREI M1 Nt" A R IS IT+i;t 4>U1 0# . l: i If [pit OR IN daics indicated