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Subscribers | 2003 |
Real Estate Purchase and Sale Agreement and Joint Escrow Instructions
Real Estate Purchase and Sale Agreement and Joint Escrow Instructions (231K)
Doc #128725: Click preview link for longer preview.
REAL ESTATE PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This REAL ESTATE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is dated October 25, 2002 ("Effective Date") and is
made by and between INNOVATIVE DEVELOPMENT ENTERPRISES, INC., a California
corporation, as "SELLER", and ASHWORTH, INC., a Delaware corporation, as
"BUYER", and for valuable consideration, SELLER and BUYER agree as follows:
1. INTRODUCTION/DEFINED TERMS. SELLER agrees to sell and BUYER
agrees to purchase the Property, consisting of the Land (as defined below) and
the Improvements (as defined below) to be constructed during the period of the
escrow ("Escrow") to be conducted by Escrow Agent (as defined below). In
furtherance of this Agreement, SELLER is entering into the Ocean Ranch Contract
(as defined below) pursuant to which SELLER is purchasing the Land. The defined
words or phrases used in this Agreement shall, unless the context otherwise
indicates, have the meanings specified in this section 1. The singular shall
include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, as the context indicates. Additional terms defined in
other sections of this Agreement shall have the same definition for all purposes
of this Agreement unless otherwise indicated, notwithstanding that such
additional terms are not defined in this section 1.
1.1. "ARCHITECT" shall mean the Architect-Interior
Improvements or the Architect-Exterior Improvements, as the context requires,
and "Architects" shall mean both such parties.
1.2. "ARCHITECT - INTERIOR IMPROVEMENTS" shall mean
Kenneth D. Smith & Associates, Inc., who has been retained by SELLER and
approved by BUYER for the design services for the Interior Improvements,
together with such architect's consultants and subcontractors, including,
without limitation, any engineer for the Interior Improvements.
1.3. "ARCHITECT - SHELL IMPROVEMENTS" shall mean Kenneth
D. Smith & Associates, Inc., who has been retained by SELLER and approved by
BUYER, and its consultants and subcontractors, including, without limitation, a
structural engineer for the Building Shell Improvements.
1.4. "BUILDING" shall mean an approximately 201,316
Rentable Square Foot (including a mezzanine consisting of approximately 35,000
square feet ("Mezzanine")), free-standing building consisting of the Building
Shell Improvements and the Interior Improvements for use by BUYER for finishing,
packaging, handling, warehousing and distributing clothing products and related
accessories and supporting general office, sales and administration use, as more
particularly described in section 3 below.
1.5. "BUILDING SHELL IMPROVEMENTS" means improvements
(other than the Interior Improvements) comprising the Building to be constructed
as shown in the Building Shell Plans and the Building Shell Specifications,
including, without limitation (a) roofing, fascia, exterior walls, doors and
windows, and truck doors (both at grade and at dock level), (b) footings and
concrete floors, (c) fire sprinkler system, (d) conduits and pipes for
telephone, electricity, water, fire sprinklers and sewer brought to "stub out"
termination points in or above a perimeter wall of the premises, (e) a main
electrical termination panel for the Building, (f) paving and finish of parking
areas, entrance areas and walkways, (g) landscaping in accordance with the
Building Shell Specifications and Legal Requirements, (h) in the case of the
Mezzanine, structural elements, consisting of framing, light-weight concrete
floor and legally required stairways, and (i) site improvements located within
the boundaries of the Property consisting of driveways, parking areas, gutters,
sidewalks, storm drains and erosion control (construction period and permanent)
as described in the Development Plan, Building Shell Specifications and Building
Shell Plans and to comply with Legal Requirements; provided, however, the term
does not include any Land Improvements to be provided by the Ocean Ranch
Developer.
128725
|
Ashworth
As referenced in this Real Estate Purchase and Sale Agreement and Joint Escrow Instructions:
ASHWORTH, INC – is dated October 25, 2002 ("Effective Date") and is
made by and between INNOVATIVE DEVELOPMENT ENTERPRISES, INC., a California
corporation, as "SELLER", and ASHWORTH, INC ., a Delaware corporation, as
"BUYER", and for valuable consideration, SELLER and BUYER agree as follows:
1. INTRODUCTION/DEFINED TERMS. SELLER agrees to
_____________
ASHWORTH, INC – 8914
2.3. BUYER'S ADDRESS FOR NOTICE. For purposes of any
notices to BUYER, BUYER's address, telephone and facsimile numbers are:
ASHWORTH, INC .
Attention: Peter Case
Address: 2765 Loker Avenue West
Carlsbad, CA 92008
Telephone: (760) 438-6610
Facsimile: (760) 476-8440
with a copy
_____________
Ashworth, Inc – concerning the assignee to evidence compliance with this requirement unless
assignee's financial information is regularly reported to the SEC; provided,
however, if Ashworth, Inc . is a surviving entity following the occurrence of any
such transaction, then compliance with the preceding financial standard shall be
determined based
_____________
Ashworth, Inc – the occurrence of any
such transaction, then compliance with the preceding financial standard shall be
determined based on the collective net worth of Ashworth, Inc . and the assignee;
(b) the assignee unconditionally assumes in writing all the obligations of BUYER
under this Agreement and the Escrow, (c)
_____________
ASHWORTH, INC – 47-
{PAGE}
IN WITNESS WHEREOF, BUYER and SELLER have executed this Agreement to be
effective as of the Effective Date designated above.
"BUYER"
ASHWORTH, INC .,
a Delaware corporation
By: /s/ Terence W. Tsang
--------------------------------
[Signature]
Terence W. Tsang, EVP/CFO/COO
-----------------------------------
[Print Name and Title]
By: -------------------------------
[Signature]
-----------------------------------
[Print
_____________
dt 220743
;
 Wells Fargo Bank
As referenced in this Real Estate Purchase and Sale Agreement and Joint Escrow Instructions:
Wells
Fargo Bank, NA – a) the average of London Interbank Offered Rates (in
U.S. dollar deposits) for a term of three (3) months as determined by Wells
Fargo Bank, NA . as of the date the funds in question are disbursed plus (b) two
and 50/100 percent (2.50%).
1.24. "INTERIOR
_____________
dt 114369
;
| Innovative Development Enterprises, Inc.
|
| Preview
Subscribers | 2004 |
Purchase and Sale Agreement
Purchase and Sale Agreement (104K)
Doc #376448: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT
by and between
ASHWORTH, INC.,
a Delaware corporation
"SELLER"
and
LBA INC.,
a California corporation
"BUYER"
{PAGE}
{TABLE}
{S} {C}
1. Sale of the Property........................................ 1
2. Deposits.................................................... 1
2.1 Initial Deposit.................................... 1
2.2 Additional Deposit................................. 2
3. Purchase Price.............................................. 2
4. Conditions to Parties' Obligations.......................... 2
4.1 Buyer's Pre-Closing Conditions..................... 2
4.1.1 Title..................................... 3
4.1.2 Physical Inspections...................... 3
4.1.3 Contracts................................. 5
4.1.4 New Lease................................. 5
4.2 Closing Conditions................................. 5
4.2.1 Buyer's Closing Conditions................ 5
4.2.2 Seller's Closing Conditions............... 6
4.3 Failure of Conditions.............................. 6
4.4 Investigations Indemnity........................... 7
5. Remedies/Liquidated Damages................................. 8
5.1 Buyer's Default.................................... 8
5.2 Seller's Default................................... 8
6. Closing and Escrow.......................................... 9
6.1 Escrow Instructions................................ 9
6.2 Date of Closing.................................... 9
6.3 Conveyance......................................... 10
6.4 Closing Documents.................................. 10
6.4.1 Seller's Closing Documents................ 10
6.4.2 Buyer's Closing Payments and Documents.... 10
7. Interim Agreements.......................................... 11
8. Seller's Maintenance of the Property........................ 11
9. Casualty and Condemnation................................... 11
10. Limited Liability........................................... 12
11. Release..................................................... 12
12. AS-IS Condition of Property................................. 14
13. Prorations.................................................. 15
14. Closing Costs............................................... 16
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
15. Brokers...................................................... 16
16. Notices...................................................... 16
17. Entire Agreement............................................. 17
18. Assignment................................................... 17
19. Severability................................................. 18
20. California Law............................................... 18
21. Modifications/Survival....................................... 18
22. Confidentiality.............................................. 18
23. Counterparts................................................. 19
24. Dispute Costs................................................ 19
25. Seller's Representations..................................... 19
26. Buyer's Representations...................................... 20
27. Time of the Essence; and Business Days....................... 21
28. Agreement Date............................................... 21
29. No Third Party Beneficiaries................................. 22
30. Drafts not an Offer to Enter into a Legally Binding Contract. 22
31. Natural Hazard Disclosure Requirement Compliance. .......... 22
32. 1031 Exchange................................................ 22
{/TABLE}
EXHIBITS
EXHIBIT A LEGAL DESCRIPTION OF THE REAL PROPERTY
EXHIBIT B FORM OF LEASE
EXHIBIT C ASSIGNMENT AND ASSUMPTION OF INTANGIBLES
EXHIBIT D GRANT DEED
-ii-
{PAGE}
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into as of December 2, 2003 (the "Agreement Date"), by and between ASHWORTH,
INC., a Delaware corporation ("Seller"), and LBA INC., a California corporation
("Buyer"), with reference to the following facts.
R E C I T A L S :
A. Seller is the owner of that certain improved real property
located at 2791-2793 Loker Avenue, Carlsbad, California, as legally described in
Exhibit A attached hereto and made a part hereof (the "Real Property") together
with all (i) improvements, structures and fixtures (other than trade fixtures)
(collectively, the "Improvements"), (ii) easements, appurtenances, rights and
privileges actually belonging thereto (collectively, the "Appurtenances"), and
(iii) any intangible personal property now or hereafter owned by Seller and used
in the ownership, use or operation of the Real Property and/or Improvements,
including, without limitation, any and all guaranties, warranties, indemnities,
licenses, permits, entitlements, plans, specifications and similar documents and
rights, but specifically excluding any tradenames of Seller or any affiliated or
related entitled of Seller and any licenses and other similar documents and
rights related to the specific clothing and accessory design and manufacturing
operations of Seller (collectively, the "Intangibles"). The Real Property, the
Improvements, the Appurtenances and the Intangibles are collectively referred to
herein as the "Property."
B. Seller desires to sell to Buyer and Buyer desires to purchase
from Seller the Property, in accordance with the terms and provisions
hereinafter contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Sale of the Property. Seller shall sell to Buyer and Buyer
shall purchase from Seller the Property at the Closing (defined in Section 6
below), subject to and on the terms and conditions contained herein.
2. Deposits.
2.1 Initial Deposit. Within two (2) calendar days after
the Agreement Date, Buyer shall place on deposit into the escrow account (the
"Escrow Account") to be opened with Stewart Title of California, Inc. located at
3111 Camino Del Rio North, Suite 900, San Diego, California 92108 (Attention:
John Demas) ("Escrow Holder") the amount of Two Hundred Thousand Dollars
($200,000.00) as an initial deposit (the "Initial Deposit"). The Escrow Holder
shall cause the Initial Deposit to be placed into an interest bearing bank
account acceptable to Buyer. Any interest earned on the Initial Deposit shall be
included as part of the Initial Deposit. The Initial Deposit and interest earned
thereon shall be refundable to Buyer until 5:00 p.m.
{PAGE}
(Pacific Time) on December 12, 2003 (with the period from October 31, 2003 (the
date upon which Buyer and Seller executed that certain letter of intent dated
October 24, 2003, between Buyer and Seller) until December 12, 2003 to be known
as the "Conditions Period"). For purposes hereof, the last day of the Conditions
Period (i.e., December 12, 2003) shall mean and be referred to herein as the
"Approval Date". If Buyer fails to deliver the Initial Deposit into the Escrow
Account strictly as and when contemplated herein, Seller shall have the right to
terminate this Agreement by delivering written notice thereof to Buyer at any
time and thereafter neither party shall have any further rights or obligations
hereunder except for the indemnities contained in Sections 4.4 and 15 below,
Buyer's covenants made herein which are expressly intended to survive any such
termination and Buyer's obligations under Section 4.3 below to deliver to Seller
the Due Diligence Materials (defined below) (collectively, "Buyer's Surviving
Obligations").
2.2 Additional Deposit. Unless Buyer notifies Seller
prior to 5:00 p.m. (Pacific Time) on the Approval Date that there are
Pre-Closing Conditions (defined below) remaining unsatisfied and that Buyer will
not waive such conditions (any such notice shall serve as a termination of this
Agreement), (i) at the end of the Conditions Period the Initial Deposit shall
become non-refundable to Buyer and shall be released by Escrow Holder to Seller
on the business day following the Approval Date, and (ii) within one (1)
business day after the Approval Date Buyer shall place on deposit into the
Escrow Account, the amount of One Hundred Fifty Thousand Dollars ($150,000.00)
as the additional deposit (the "Additional Deposit"), which shall be immediately
released by Escrow Holder to Seller. The Additional Deposit shall be
non-refundable to Buyer; provided, however, the Initial Deposit and the
Additional Deposit shall be refundable to Buyer if all of the Buyer's Closing
Conditions (defined below) are not satisfied or otherwise waived by Buyer in
accordance with the provisions of Section 4.3 of this Agreement. If Buyer fails
to deliver the Additional Deposit into the Escrow Account strictly as and when
contemplated herein, Seller shall have the rights provided under Section 5.1
below. The Initial Deposit and the Additional Deposit shall be applied to the
Purchase Price at the Closing. The Initial Deposit and the Additional Deposit
are collectively referred to herein as the "Deposits." No interest shall be
payable on the Deposits from and after the release thereof to Seller.
3. Purchase Price. The purchase price for the Property is Five
Million Seven Hundred Forty-Seven Thousand Thirty-Six and No/100 Dollars
($5,747,036.00) (the "Purchase Price"), as such amount may be adjusted for
prorations in accordance with the provisions of Section 13 below. At the
Closing, the balance of the Purchase Price remaining after deduction for the
Deposits and adjustment for prorations, shall be paid by Buyer to Seller in
cash, in immediately available funds via wire transfer in accordance with
Section 4.2.2.1 below.
4. Conditions to Parties' Obligations.
4.1 Buyer's Pre-Closing Conditions. Buyer's obligations
under this Agreement shall be subject to the satisfaction of or waiver by Buyer
of the following described matters (collectively, the "Pre-Closing Conditions")
on or before the earlier of (i) the time periods specified in each subsection
below, or (ii) 5:00 p.m. (Pacific Time) on the Approval Date:
-2-
{PAGE}
4.1.1 Title. Buyer has previously received a
preliminary title report for the Property, together with all documents
evidencing exceptions to title referred to therein issued by Stewart Title of
California, Inc. (the "Title Company") (the preliminary title report and the
underlying documents thereto shall be collectively referred to herein as the
"Title Report"). Seller, at Seller's sole cost, shall cause to be prepared and
delivered to Buyer, not later than five (5) business days after the Agreement
Date, a current ALTA survey (the "Survey") of the Real Property in form
reasonably required by Title Company in order to issue the ALTA Policy (as
defined in Section 14 hereof). Buyer shall have until five (5) business days
after receipt of the Survey to either approve of the exceptions contained in the
Title Report and the Survey and the other matters disclosed thereby, or to
notify Seller in writing, specifying any exceptions or other matters to which
Buyer objects ("Title Objection Notice"). Buyer's failure to timely deliver a
Title Objection Notice shall be deemed to be Buyer's approval of the matters
shown in or disclosed by the Title Report and the Survey. Seller shall have a
period of three (3) business days after Seller's receipt of the Title Objection
Notice (a) to remove or cure, or agree to remove or cure prior to the Closing,
some or all of those exceptions or other matters to which Buyer has objected in
the Title Objection Notice, and to inform Buyer of the same, or (b) to advise
376448
|
Ashworth
As referenced in this Purchase and Sale Agreement:
ASHWORTH, INC – {DOCUMENT}
{TYPE}EX-10.W.1
{SEQUENCE}3
{FILENAME}a97072exv10www1.txt
{DESCRIPTION}EXHIBIT 10(W)(1)
{TEXT}
{PAGE}
Exhibit 10(w)(1)
PURCHASE AND SALE AGREEMENT
by and between
ASHWORTH, INC .,
a Delaware corporation
"SELLER"
and
LBA INC.,
a California corporation
"BUYER"
{PAGE}
{TABLE}
{S} {C}
1. Sale of the Property........................................ 1
2. Deposits.................................................... 1
2.1 Initial Deposit.................................... 1
_____________
ASHWORTH,
INC – DEED
-ii-
{PAGE}
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into as of December 2, 2003 (the "Agreement Date"), by and between ASHWORTH,
INC ., a Delaware corporation ("Seller"), and LBA INC., a California corporation
("Buyer"), with reference to the following facts.
R E C I T A L S :
A. Seller is the
_____________
Ashworth, Inc – Such notices shall be
sent to the parties at the following addresses, or such other address as may
otherwise be indicated by any such party in writing.
If to Seller: Ashworth, Inc .
2765 Loker Avenue West
Carlsbad, CA 92008
Attention: Mr. Peter Case
Phone number: (760) 929-4640
Facsimile number: (760) 476-8440
-16-
{PAGE}
with a copy to: Allen Matkins
_____________
ASHWORTH, INC – any
exchange accommodator that such party may determine.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first above written.
SELLER:
ASHWORTH, INC .,
a Delaware corporation
By: ________________________________
________________________________
By: /s/Peter Case
----------------------------
Name: Peter Case
Title: VP Finance
BUYER:
LBA INC.,
a California corporation
By: /s/Steven R. Layton
--------------------------------
Name: Steve
_____________
ASHWORTH, INC – AND ASSUMPTION OF INTANGIBLES
This Assignment and Assumption of Intangibles (the "Assignment") is
made and entered into as of this 24th day of February, 2004 ("Assignment Date"),
by and between ASHWORTH, INC ., a Delaware corporation ("Assignor"), and LBA
INDUSTRIAL FUND - CANYON, INC. a Delaware corporation ("Assignee"), with
reference to the following facts.
R E C I T A L S :
A.
_____________
dt 1515428
;
|
 Orrick
As referenced in this Purchase and Sale Agreement:
Orrick, Herrington – Associates, LLC
4440 Von Karman Avenue, Suite 150
Newport Beach, California 92660
Attention: Steven R. Layton
Phone number: (949) 833-0400
Facsimile number: (949) 955-9325
with a copy to: Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street. Suite 3200
Los Angeles, California 90017
Attention: Richard C. Mendelson, Esq.
Phone number: (213) 629-2020
Facsimile number: (213) 612-2499
Notices as
_____________
Orrick Herrington – Steven R. Layton
--------------------------------
Name: Steven R. Layton
Title: Authorized Signatory
EXHIBIT C
-2-
{PAGE}
EXHIBIT D
GRANT DEED
RECORDING REQUESTED BY:
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO:
Orrick Herrington & Sutcliffe LLP
777 South Figueroa Street, Suite 3200
Los Angeles, California 90017
Attn: Richard C. Mendelson, Esq.
MAIL TAX STATEMENTS TO:
c/o Layton-Belling & Associates
4440 Von Karman
_____________
dt 1430080
|
| Preview
Subscribers | 2003 |
Real Estate Purchase and Sale Agreement
Real Estate Purchase and Sale Agreement (231K)
Doc #376479: Click preview link for longer preview.
REAL ESTATE PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
This REAL ESTATE PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is dated October 25, 2002 ("Effective Date") and is
made by and between INNOVATIVE DEVELOPMENT ENTERPRISES, INC., a California
corporation, as "SELLER", and ASHWORTH, INC., a Delaware corporation, as
"BUYER", and for valuable consideration, SELLER and BUYER agree as follows:
1. INTRODUCTION/DEFINED TERMS. SELLER . . .
376479
|
Ashworth
As referenced in this Real Estate Purchase and Sale Agreement:
ASHWORTH, INC – SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS ("Agreement") is dated October 25, 2002 ("Effective Date") and is
made by and between INNOVATIVE DEVELOPMENT ENTERPRISES, INC., a California
corporation, as "SELLER", and ASHWORTH, INC ., a Delaware corporation, as
"BUYER", and for valuable consideration, SELLER and BUYER agree as follows:
1. INTRODUCTION/DEFINED TERMS. SELLER agrees to sell and BUYER
agrees to purchase the
_____________
ASHWORTH, INC – Telephone: (619) 440-7424
Facsimile: (619) 440-8914
2.3. BUYER'S ADDRESS FOR NOTICE. For purposes of any
notices to BUYER, BUYER's address, telephone and facsimile numbers are:
ASHWORTH, INC .
Attention: Peter Case
Address: 2765 Loker Avenue West
Carlsbad, CA 92008
Telephone: (760) 438-6610
Facsimile: (760) 476-8440
with a copy to:
Allen Matkins Leck Gamble & Mallory
Attention:
_____________
Ashworth, Inc – shall be obligated to provide financial information
concerning the assignee to evidence compliance with this requirement unless
assignee's financial information is regularly reported to the SEC; provided,
however, if Ashworth, Inc . is a surviving entity following the occurrence of any
such transaction, then compliance with the preceding financial standard shall be
determined based on the collective net worth of Ashworth,
_____________
Ashworth, Inc – Ashworth, Inc. is a surviving entity following the occurrence of any
such transaction, then compliance with the preceding financial standard shall be
determined based on the collective net worth of Ashworth, Inc . and the assignee;
(b) the assignee unconditionally assumes in writing all the obligations of BUYER
under this Agreement and the Escrow, (c) no such assignment shall release or
relieve
_____________
ASHWORTH, INC – BUYER would protect its own Confidential Information.
-47-
{PAGE}
IN WITNESS WHEREOF, BUYER and SELLER have executed this Agreement to be
effective as of the Effective Date designated above.
"BUYER"
ASHWORTH, INC .,
a Delaware corporation
By: /s/ Terence W. Tsang
--------------------------------
[Signature]
Terence W. Tsang, EVP/CFO/COO
-----------------------------------
[Print Name and Title]
By: -------------------------------
[Signature]
-----------------------------------
[Print Name and Title]
"SELLER"
INNOVATIVE DEVELOPMENT ENTERPRISES,
_____________
dt 1515441
| |
| Preview
Subscribers | 2002 |
Purchase and Sale Agreement
Purchase and Sale Agreement (77K)
Doc #393233: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT
---------------------------
PURCHASE AND SALE AGREEMENT, made the 10th day of January, 2002, by and
between MARK NITZBERG ("Seller") and JACLYN, INC., ("Buyer").
R E C I T A L S:
- - - - - - - -
A. Seller owns one hundred percent (100%) of the outstanding shares
of Max N. Nitzberg, Inc., ("MNNI"), a Pennsylvania corporation (such 100% is
referred to as the "Shares").
. . .
393233
|
Jaclyn
As referenced in this Purchase and Sale Agreement:
JACLYN, INC – DESCRIPTION}EXHIBIT 2.1
{TEXT}
EXHIBIT 2.1
-----------
PURCHASE AND SALE AGREEMENT
---------------------------
PURCHASE AND SALE AGREEMENT, made the 10th day of January, 2002, by and
between MARK NITZBERG ("Seller") and JACLYN, INC ., ("Buyer").
R E C I T A L S:
- - - - - - - -
A. Seller owns one hundred percent (100%) of the outstanding shares
of Max N. Nitzberg, Inc., ("MNNI"), a Pennsylvania corporation (
_____________
Jaclyn, Inc – as follows;
unless and until either of such parties notifies the other in accordance with
this Section of a change of address or change of facsimile number:
If to Buyer: Jaclyn, Inc .
635-59th Street
West New York, New Jersey 07093
Attention: Robert E. Chestnov
Fax No.: (201) 868-6525
With a copy to: Robert J. Kaplan, Esq.
15 Maiden Lane
_____________
JACLYN, INC – obtained, Seller
waives the right to a bond.
IN WITNESS WHEREOF, the parties have executed this Purchase and Sale
Agreement as of the day and year first above written.
"BUYER"
JACLYN, INC .
By: /s/ ROBERT CHESTNOV
--------------------------------
Name: Robert Chestnov
------------------------------
Title: President
------------------------------
"SELLER"
/s/ MARK NITZBERG
------------------------------------
Mark Nitzberg
-39-
{/TEXT}
{/DOCUMENT}
_____________
dt 1388762
| |
| Preview
Subscribers | 2004 |
Stock Purchase and Sale Agreement
Stock Purchase and Sale Agreement (238K)
Doc #890071: Click preview link for longer preview.
STOCK PURCHASE AND SALE AGREEMENT
BETWEEN
BOSS HOLDINGS, INC.
AND
TERRENCE J. BRIZZ
JULY 30, 2004
<PAGE>
<PAGE>
LIST OF EXHIBITS AND SCHEDULES
EXHIBITS
Exhibit A - Form of Employment Agreement
Exhibit B - Form of Estoppel Certificate
Exhibit C - Form of Non-Compete . . .
890071
|
Boss Holdings
As referenced in this Stock Purchase and Sale Agreement:
BOSS HOLDINGS, INC – SEQUENCE>2
<FILENAME>exh2p1.txt
<TEXT>
<PAGE>
EXHIBIT 2.1 TO CURRENT REPORT ON FORM 8-K
-----------------------------------------
STOCK PURCHASE AND SALE AGREEMENT
BETWEEN
BOSS HOLDINGS, INC .
AND
TERRENCE J. BRIZZ
JULY 30, 2004
<PAGE>
<PAGE>
LIST OF EXHIBITS AND SCHEDULES
EXHIBITS
Exhibit A - Form of Employment Agreement
Exhibit B - Form of
_____________
BOSS HOLDINGS, INC – 6.33 - Insurance
i
<PAGE>
<PAGE>
STOCK PURCHASE AND SALE AGREEMENT
This Stock Purchase and Sale Agreement is made this 30th day of
July, 2004, between BOSS HOLDINGS, INC ., a Delaware corporation ("BUYER"),
and TERRENCE J. BRIZZ, an individual resident of the State of Ohio
("SELLER").
RECITALS
A. Seller is the legal and beneficial owner of 500 shares
_____________
Boss Holdings, Inc – telecopy or fax, when sent, verification received; or (v) in the case of
electronic transmission such as e-mail, when sent; in each case addressed as
follows:
if to Buyer:
Boss Holdings, Inc .
221 West First Street
Kewanee, IL 61443
Attn: J. Bruce Lancaster
Fax #: 309-852-0338
e-mail: blancaster@bossgloves.com
with a copy to:
James F. Sanders
8235 Forsyth
_____________
BOSS HOLDINGS, INC – be settled by arbitration in accordance with the procedures
set forth on Schedule 12.25.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION
PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
BUYER:
BOSS HOLDINGS, INC .
By: /s/ J. Bruce Lancaster
--------------------------------------------
J. Bruce Lancaster, Executive Vice President
SELLER
/s/ Terrence J. Brizz
--------------------------------------------
Terrence J. Brizz
40
<PAGE>
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SCHEDULE 12.25
_____________
Boss Holdings, Inc – Employment Agreement ("AGREEMENT") is made as of the ____ day
of July, 2004 between GALAXY BALLOONS, INCORPORATED, an Ohio corporation
("EMPLOYER"), and TERRENCE J. BRIZZ ("EMPLOYEE").
RECITALS
A. Employee and Boss Holdings, Inc ., a Delaware corporation ("BHI")
are parties to a Stock Purchase and Sale Agreement, dated as of July ___,
2004 (the "PURCHASE AGREEMENT") pursuant to which BHI has agreed to
_____________
dt 1330165
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Purchase and Sale Agreement
Purchase and Sale Agreement (105K)
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is made as of December 4, 2006 by and
among Delta Mills, Inc., a Delaware corporation ("Seller"), and Schwarz
Properties, LLC, a North Carolina limited liability company and its permitted
assigns ("Purchaser").
RECITALS
1. Seller is a debtor and debtor-in-possession under chapter 11 of title 11
of the United States Code, 11 U.S.C. ss.ss. 101-1330 (as amended, the
"Bankruptcy Code"), . . .
2665687
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Delta Woodside
As referenced in this Purchase and Sale Agreement:
Delta Woodside Industries, Inc – hereby agree as
follows:
-------------------------
(1) The jointly administered cases are those of Seller, Delta Mills Marketing,
Inc., a Delaware corporation and a wholly-owned subsidiary of Seller
("Delta Marketing"), and Delta Woodside Industries, Inc ., a South Carolina
corporation and the parent of Seller (collectively with Seller and Delta
Marketing, the "Debtors").
{PAGE}
ARTICLE I
SALE OF ASSETS; CLOSING
1.1 Transferred Assets; Excluded
_____________
dt 1686354
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Purchase and Sale Agreement
Purchase and Sale Agreement (45K)
Doc #2665688: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT
---------------------------
THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is effectively dated as
of December 4, 2006, by and between DELTA MILLS, INC., a Delaware corporation
(the "SELLER"), and GREYSTONE PRIVATE EQUITY LLC, a Delaware corporation (the
"BUYER").
RECITALS:
---------
On October 13, 2006, a petition was filed by the SELLER pursuant to Chapter
11 of Title 11 of . . .
2665688
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Purchase and Sale Agreement
Purchase and Sale Agreement (45K)
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PURCHASE AND SALE AGREEMENT
---------------------------
THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is effectively dated as
of December 4, 2006, by and between DELTA MILLS, INC., a Delaware corporation
(the "SELLER"), and GREYSTONE PRIVATE EQUITY LLC, a Delaware corporation (the
"BUYER").
RECITALS:
---------
On October 13, 2006, a petition was filed by the SELLER pursuant to Chapter
11 of Title 11 of . . .
2665689
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| Preview
Subscribers | 2006 |
Purchase and Sale Agreement
Purchase and Sale Agreement (47K)
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PURCHASE AND SALE AGREEMENT
---------------------------
THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is effectively
dated as of December 12, 2006, by and between DELTA MILLS, INC., a Delaware
corporation (the "SELLER"), and MICHAEL FOX INTERNATIONAL, INC., a Maryland
corporation (the "BUYER").
RECITALS:
---------
On October 13, 2006, a petition was filed by the SELLER pursuant to Chapter
11 of Title 11 of . . .
2669394
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Purchase and Sale Agreement
Purchase and Sale Agreement (47K)
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PURCHASE AND SALE AGREEMENT
---------------------------
THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is effectively
dated as of December 12, 2006, by and between DELTA MILLS, INC., a Delaware
corporation (the "SELLER"), and MICHAEL FOX INTERNATIONAL, INC., a Maryland
corporation (the "BUYER").
RECITALS:
---------
On October 13, 2006, a petition was filed by the SELLER pursuant to Chapter
11 of Title 11 of . . .
2676712
| | |
| Subscribers | 2007 |
Purchase and Sale Agreement
Purchase and Sale Agreement (29K)
Doc #2711648: This document is immediately available for purchase, but does not have a preview available for viewing.
2711648
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| Subscribers | 2007 |
Purchase and Sale Agreement
Purchase and Sale Agreement (4K)
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2712751
| | |
| Subscribers | 2007 |
Purchase and Sale Agreement
Purchase and Sale Agreement (49K)
Doc #2866004: This document is immediately available for purchase, but does not have a preview available for viewing.
2866004
| | |
| Subscribers | 2007 |
Purchase and Sale Agreement
Purchase and Sale Agreement (49K)
Doc #2885941: This document is immediately available for purchase, but does not have a preview available for viewing.
2885941
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Purchase and Sale Agreement
Purchase and Sale Agreement (94K)
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is made as of May 18, 2007 by
and among Delta Mills, Inc., a Delaware corporation ("Seller"), and Stanley
Atkins ("Purchaser").
RECITALS
1. Seller is a debtor and debtor-in-possession under chapter
11 of title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330 (as amended,
the "Bankruptcy Code"), having commenced a voluntary case (No. 06-11144 (CSS)
(Jointly Administered)) (the " . . .
2888507
|
Delta Woodside
As referenced in this Purchase and Sale Agreement:
Delta Woodside Industries, Inc – hereby agree as
follows:
---------------------------
(1) The jointly administered cases are those of Seller, Delta Mills
Marketing, Inc., a Delaware corporation and a wholly-owned subsidiary
of Seller ("Delta Marketing"), and Delta Woodside Industries, Inc ., a
South Carolina corporation and the parent of Seller (collectively with
Seller and Delta Marketing, the "Debtors").
{PAGE}
ARTICLE I
SALE OF ASSETS; CLOSING
-----------------------
1.1 Transferred Assets; Excluded
_____________
dt 1810584
| |
| Subscribers | 2007 |
Purchase and Sale Agreement
Purchase and Sale Agreement (59K)
Doc #2903744: This document is immediately available for purchase, but does not have a preview available for viewing.
2903744
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Purchase and Sale Agreement
Purchase and Sale Agreement (84K)
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is made as of June 27, 2007 by and between Delta Mills, Inc., a Delaware corporation (�Seller�), and Gibbs International, Inc., a South Carolina corporation (�Purchaser�).
RECITALS
1. Seller is a debtor and debtor-in-possession under chapter 11 of title 11 of the United States Code, 11 U.S.C. �� 101-1330 (as amended, the �Bankruptcy Code�), having commenced a voluntary case (No. 06-11144 (CSS) (Jointly Administered)) (the . . .
2904598
|
Delta Woodside
As referenced in this Purchase and Sale Agreement:
Delta Woodside Industries, Inc – hereby agree as follows:
1
The jointly administered cases are those of Seller, Delta Mills Marketing, Inc., a Delaware corporation and a wholly-owned subsidiary of Seller (?Delta Marketing?), and Delta Woodside Industries, Inc ., a South Carolina corporation and the parent of Seller (collectively with Seller and Delta Marketing, the ?Debtors?).
ARTICLE I
SALE OF ASSETS; CLOSING
1.1 Transferred Assets; Excluded Assets.
(
_____________
dt 1810585
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Purchase and Sale Agreement
Purchase and Sale Agreement (73K)
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the �Agreement�) is made effective as of the day of August, 2007 (the �Effective Date�), by and between LaPour Deer Valley North, L.L.C., an Arizona limited liability company (�Seller�), and Cornerstone Core Properties REIT, Inc., a Maryland corporation (�Buyer�).
RECITALS
A. . . .
3023468
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