SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date earliest event reported) May 16, 1997
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ECOMAT, Inc.
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(exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-21613 13-3865026
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(Commission File Number) (IRS Employer Identification
Number)
147 Palmer Avenue, Mamaroneck, NY 10543
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (914) 777-3600
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On May 16, 1997, pursuant to that certain Asset
Purchase Agreement (the "Purchase Agreement") by and between
White Glove Valet, Inc., a New York corporation ("White Glove"),
and Eco Josh, Inc., a Delaware corporation ("ESJ") and a wholly-
owned subsidiary of the Registrant, ESJ acquired substantially
all of the assets of White Glove (the "White Glove Assets") for
an aggregate purchase price (the "Purchase Price")of $200,000.
White Glove was in the business of operating a dry-
cleaners. The White Glove Assets will be used in the operation
of the Registrant's wet-cleaning business. The White Glove Assets
consist primarily of cleaning machinery such as presses, puffers,
finishers, spotting boards, irons, stands, water guns, slick
rails, dryers, washers and other cleaning machinery. In addition
to the purchase of the White Glove Assets, ESJ assumed the
obligations under the lease for the premises in New York City
(where the business will continue to operate). The source of
funds for the payment of the Purchase Price was from the
Registrant's working capital. The Purchase Price was determined
based on White Glove's history of revenues, the fair market value
of the White Glove Assets, the industry as a whole, the prospects
of future revenue from the White Glove Assets directly, value of
the White Glove Assets to the Registrant's business and the
location of the facilities.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document
1 Asset Purchase Agreement dated April 28, 1997,
by and between White Glove Valet, Inc. and
Eco Josh, Inc.
2 Press Release dated May 16, 1997 by the
Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly authorized and caused the
undersigned to sign this Report on the Registrant's behalf.
ECOMAT, INC.
By: /s/ Diane Weiser
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Diane Weiser
President
Dated: May 27, 1997
EXHIBIT 1
ASSET PURCHASE AGREEMENT
by and between
ECO JOSH, INC.
and
WHITE GLOVE VALET, INC. (D.I.P.)
Dated as of April 18, 1997
Table of Contents
ARTICLE I DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
ASSUMPTION OF ASSUMED LIABILITIES; PURCHASE PRICE;
CLOSING ADJUSTMENTS;ADDITIONAL SHARES;
REGISTRATION RIGHTS 1
1.1. Certain Definitions 1
1.2 Purchase of the Assets 5
1.3 Assumption by the Buyer of Certain Liabilities. 5
1.4 Non-Assumed Liabilities 5
1.5 Purchase Price for the Assets 6
1.6 Allocation of Purchase Price 6
1.7 Limitations on Assignment; Further Assurance 6
1.8 Closing Adjustments 6
ARTICLE II CLOSING 7
2.1 The Closing. 7
2.2 Additional Actions to be Taken on the Closing Date. 8
ARTICLE III REPRESENTATIONS AND WARRANTIESOF THE SELLER 9
3.1 Organization and Qualification 9
3.2 Affiliates 9
3.3. Validity and Execution of Agreement 9
3.4. No Conflict 10
3.5 Litigation 10
3.6 The Assets 10
3.7 Intangible Property 11
3.8 Intentionally Omitted 11
3.9 Intentionally Omitted 12
3.10 Intentionally Omitted 12
3.11 Undisclosed Liabilities 12
3.12 No Material Adverse Change 12
3.13 Tax Matters 13
3.14 Contracts and Other Agreements 13
3.15 Real Estate 13
3.16 Intentionally Omitted 14
3.17 ERISA 14
3.18 Employees 14
3.19 Environmental Matters 14
3.20 Insurance 15
3.21 Licenses and Permits 15
3.22 Compliance with Laws 15
3.23 Intentionally Omitted 16
3.24 Intentionally omitted 16
3.25 Shareholders of Seller 16
3.26 Disclosure 16
3.27 Survival 16
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYER 17
4.1 Organization and Qualification. 17
4.2 Validity and Execution of Agreement. 17
4.3 No Conflict 17
4.4 Survival 17
ARTICLE V CONDITIONS TO CLOSING; BANKRUPTCY ORDERS; ADDITIONAL
AGREEMENTS 18
ARTICLE VI INDEMNIFICATION 19
6.1 Indemnification 19
6.2 Method of Asserting Claims 20
ARTICLE VII POST-CLOSING COVENANTS OF THE PARTIES 22
7.1 Tax Matters 22
7.2 Intentionally Omitted 22
7.3 Confidentiality 23
ARTICLE VIII MISCELLANEOUS 23
8.1 Sales and Transfer Taxes 23
8.2 Post-Closing Further Assurances 24
8.3 Notices 24
8.4 Publicity 25
8.5 Entire Agreement 25
8.6 Waivers and Amendments 25
8.7 Governing Law 25
8.8 Binding Effect; No Assignment 25
8.9 Variations in Pronouns 25
8.10 Counterparts 26
8.11 Exhibits and Schedules 26
8.12 Effect of Disclosure on Schedules 26
8.13 Intentionally omitted 26
8.14 Headings 26
8.15 Severability of Provisions 26
8.16 Brokers 26
TABLE OF CONTENTS
(Continued)
EXHIBIT A - ASSIGNMENT & ASSUMPTION AGREEMENT
EXHIBIT B - BILL OF SALE
EXHIBIT C - LANDLORD'S CONSENT
EXHIBIT D - FORM OF OPINION OF SELLER'S COUNSEL
SCHEDULES
1.1(a) - Excluded Assets
1.1(b) - Permitted Liens
1.2 - Assets
1.3(b) - Assumed Liabilities
1.6 - Allocation of Purchase Price
3.1 - Jurisdictions of Qualification
3.2 - Affiliates
3.5 - Litigation - Seller
3.7 - Intangible Property
3.11 - Liabilities
3.13 - Tax Matters
3.14 - Material Agreements
3.15 - Real Estate
3.20 - Insurance
3.21 - Licenses and Permits
3.25 - Shareholders of Seller
6.2(b) - Locations of Ecomat Facilities
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated April 18, 1997 by and
between White Glove Valet, Inc., a New York corporation (the
"Seller"), and Eco Josh, Inc., a Delaware corporation (the
"Buyer").
W I T N E S E T H :
WHEREAS, the Seller is engaged in the business of operating
a laundromat and cleaners (the "Business"); and
WHEREAS, the Seller owns certain assets comprising the
Assets (as hereinafter defined) which are related to the conduct
of the Business; and
WHEREAS, the Seller wishes to sell, and the Buyer wishes to
purchase, the Assets, subject to the assumption by the Buyer of
certain liabilities of the Seller comprising the Assumed
Liabilities (as hereinafter defined).
NOW, THEREFORE, in consideration of the mutual terms,
conditions and other agreements set forth herein, the Seller and
the Buyer hereby agree as follows:
ARTICLE I
DEFINITIONS; PURCHASE OF THE PURCHASED ASSETS;
ASSUMPTION OF ASSUMED LIABILITIES;
PURCHASE PRICE; CLOSING ADJUSTMENTS;
ADDITIONAL SHARES; REGISTRATION RIGHTS
1.1. Certain Definitions. As used in this Agreement, the
following terms have the following meanings unless the context
otherwise requires:
"Affiliate" means, with respect to any Person, any other
Person controlling, controlled by or under common control with
such Person; provided, however, that for purposes of Sections
3.2, 3.16 and 5.2, controlling or controlled shall be deemed to
occur if any Person holds or has the right to vote ten (10%)
percent or more of the voting stock of such other Person.
"Assets" has the meaning specified in Section 1.2.
"Assigned Contracts and Leases" means the unexpired leases
(including without limitation, the leases set forth on Schedule
3.15) and executory contracts (including without limitation,
licenses and purchase orders) set forth on Schedule 3.14, unless
indicated otherwise therein.
"Assignment and Assumption Agreement" means an instrument
substantially in the form of Exhibit A attached hereto.
"Bill of Sale" means an instrument substantially in the form
of Exhibit B attached hereto.
"Business" has the meaning specified in the Recitals.
"Business Day" means any day other than a Saturday, Sunday
or other day on which commercial banks are authorized or required
by law to close in New York City.
"Buyer" has the meaning specified in the introductory
paragraph of this Agreement.
"Claim Notice" has the meaning specified in Section 6.2(a).
"Closing" has the meaning specified in Section 2.1(a).
"Code" has the meaning specified in Section 3.13.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Environmental Law" means any and all present and future
federal, state, local and statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, grants,
franchises, licenses or agreements relating to (a) the protection
of the environment, health or workers safety; (b) pollution or
environmental contamination; or (c) the use, processing,
distribution, generation, treatment, storage, recycling,
transportation, disposal, handling, Release or threatened or
potential Release of any Material of Environmental concern,
including,but not limited to,"perc".
"Excluded Assets" means those assets of the Seller or an
Affiliate of Seller set forth on Schedule 1.1(a).
"Governmental or Regulatory Body" means any government or
political subdivision thereof, whether federal, state, county,
local or foreign, or any agency, authority or instrumentality of
any such government or political subdivision.
"Indemnified Party" has the meaning specified in Section
6.2.
"Indemnifying Party" has the meaning specified in Section
6.2.
"Intangible Property" has the meaning specified in Section
3.7.
"IRS" means the Internal Revenue Service.
"Landlord's Consent" means an instrument substantially in
the form of Exhibit C attached hereto.
"Leases" has the meaning specified in Section 3.15.
"Liabilities" has the meaning specified in Section 3.11.
"Lien" means any lien, pledge, hypothecation, mortgage,
security interest, claim, lease, charge, option, right of first
refusal, easement, servitude, transfer restriction under any
stockholder or similar agreement, encumbrance or any other
restriction or limitation whatsoever.
"Losses" has the meaning specified in Section 6.1.
"Material Adverse Effect" means any change or changes or
effect or effects that individually or in the aggregate are or
may reasonably be expected to be materially adverse to (a) the
business or the assets, operations, income, prospects or
conditions (financial or otherwise) of the Seller, the Business
or the transactions contemplated by this Agreement or (b) the
ability of the Seller to perform its obligations under this
Agreement.
"Material Agreements" has the meaning specified in Section
3.14.
"Non-Assumed Liabilities" has the meaning specified in
Section 1.4.
"Permitted Liens" means (a) Liens for taxes not yet due and
(b) the Liens set forth on Schedule 1.1(b).
"Person" means any individual, corporation, partnership,
firm, joint venture, association, joint-stock company, trust,
unincorporated organization, Governmental or Regulatory Body or
other entity.
"Plan" means any plan, fund, program, understanding, policy,
arrangement, contract or commitment, whether qualified or not
qualified for federal income tax purposes, whether formal or
informal, whether for the benefit of a single individual or more
than one individual, which is in the nature of (a) an employee
pension benefit plan (as defined in ERISA 3(2)) (b) an employee
welfare benefit plan (as defined in ERISA 3(1)) or (c) an
incentive, deferred compensation, or other benefit arrangement
for employees, former employees, their dependents or their
beneficiaries.
"Purchase Price" has the meaning specified in Section 1.5.
"Real Estate Documents" has the meaning specified in Section
3.15.
"Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching,
dumping or disposing into the environment.
"Seller" has the meaning specified in the introductory
paragraph of this Agreement.
"Tax" or "Taxes" mean all taxes, charges, fees, levies or
other assessments imposed by any federal, state, local or foreign
Taxing Authority, including, without limitation, gross income,
gross receipts, income, capital, excise, property (tangible and
intangible), sales, transfer, value added, employment, payroll
and franchise taxes and such terms shall include any interest,
penalties or additions attributable to or imposed on or with
respect to such assessments.
"Tax Authority" has the meaning specified in Section 3.13.
"Tax Return" means any return, report, information return,
or other document (including any related or supporting
information) filed or required to be filed with any federal,
state, or local governmental entity or other authority in
connection with the determination, assessment or collection of
any Tax (whether or not such Tax is imposed on the Seller) or the
administration of any laws, regulations or administrative
requirements relating to any Tax.
1.2 Purchase of the Assets. Subject to the terms and
conditions set forth in this Agreement, the Seller agrees that,
on the Closing Date, the Seller shall sell, transfer, assign,
convey and deliver to the Buyer, and Buyer agrees that, on the
Closing Date, Buyer shall purchase, acquire and accept from the
Seller, all of the assets owned, used and held by the Seller to
conduct the Business, as set forth on Schedule 1.2, other than
the Excluded Assets (the "Assets"), free and clear of all Liens,
other than Permitted Liens.
1.3 Assumption by the Buyer of Certain Liabilities.
Subject to the terms and conditions set forth in this Agreement,
Buyer agrees that, on the Closing Date, Buyer shall assume and
thereafter pay, perform or discharge, as the case may be, the
following obligations and liabilities of the Seller outstanding
on the Closing Date (the "Assumed Liabilities"):
(a) all obligations and liabilities of the Seller arising
out of, or in connection with, the Leases; and
(b) all liabilities of the Seller reflected on Schedule 1.3
(b) attached hereto.
1.4 Non-Assumed Liabilities. The Buyer shall not assume
nor be responsible for any liabilities or obligations of the
Seller or any of its Affiliates other than the Assumed
Liabilities (the "Non-Assumed Liabilities").
1.5 Purchase Price for the Assets. The consideration for
the Assets shall be the (i) assumption by the Buyer of the
Assumed Liabilities; and (ii) the payment by the Buyer to the
Seller on the Closing Date of $200,000 in immediately available
funds(collectively, the "Purchase Price").
1.6 Allocation of Purchase Price. The Purchase Price shall
be allocated among the Assets in the manner set forth on Schedule
1.6. Except as required by law, the parties hereby covenant and
agree with each other that none of them will take a position on
any Tax Return, before any Taxing Authority charged with the
collection of any Tax, or in any judicial proceeding, that is in
any way inconsistent with the negotiated allocation set forth on
Schedule 1.6.
1.7 Limitations on Assignment; Further Assurance. To the
extent that the Leases to be assigned to the Buyer, as provided
herein, shall require the consent of another party thereto, this
Agreement shall not constitute an agreement to assign the same if
an attempted assignment would constitute a breach thereof. To
the extent required, the Seller agrees that it will use all
reasonable efforts to obtain the written consent of all necessary
parties to the assignment of the Buyer of the Leases. If any
such consent is not obtained, the Seller shall use all reasonable
efforts to obtain the same and will cooperate with the Buyer, as
appropriate, in any reasonable arrangement designed by the Buyer
to provide to the Buyer, as appropriate, the benefits thereunder
and the Buyer shall assume all correlative obligations to
effectuate such arrangement.
1.8 Closing Adjustments. (a) The following adjustments
shall be made between the Seller and the Buyer as of 11:59 P.M.
of the day before the Closing Date:
(i) Rents and additional rents or charges (including,
but not limited to, additional rent or charges for real
estate taxes, water charges, insurance and common area
maintenance) payable by or to the Seller pursuant to
the Leases;
(ii) Security deposits, if any, paid by Seller pur
suant to the Leases, except any amount actually trans
ferred by the Seller prior to the Closing Date to the
lessors pursuant to the Leases;
(iii) Interest, if any, payable with respect to the
Assumed Liabilities;
(iv) Employee wages and benefits as set forth on
Schedule 3.18 relating to employees hired by Buyer; and
(v) Operating income and other operating expenses of
the Business.
(b) The net amount of any closing adjustments in favor of
the Seller shall be paid to the Seller on the Closing Date in
immediately available funds, and the net amount of any closing
adjustments in favor of the Buyer shall be credited against the
cash portion of the Purchase Price at the Closing.
(c) Any errors or omissions in computing closing
adjustments discovered after Closing Date shall be corrected
promptly upon discovery. The obligation of the parties under
this Section shall survive the Closing.
ARTICLE II
CLOSING
2.1 The Closing. (a) The consummation of the transactions
contemplated by this Agreement (the "Closing") shall be held at
12:00 p.m. (New York City time) on the first Business Day after
the bankruptcy court approves this Agreement or as soon as
thereafter practical(such date and time being referred to herein
as the "Closing Date") at the offices of Bernstein & Wasserman,
LLP, 950 Third Avenue, New York, NY 10022.
(b) At the Closing, the Seller shall execute and deliver or
cause to be executed and delivered to the Buyer, all documents
and instruments necessary to transfer to the Buyer, all of the
right, title and interest of the Seller in and to the Assets,
including, without limitation:
(i) the Assignment and Assumption Agreement,
signed by the Seller;
(ii) the Bill of Sale and Certificates of Title,
as applicable, signed by the Seller;
(iii) each Landlord's Consent, signed by the
Seller and the respective lessors;
(v) Delivery of the Sales Procedures Orders,
Sale Orders and all other orders of the Bankruptcy
Court as provided in Section 5 of this Agreement; and
(vi) Subsequent to the removal of the real star
perc machine and all perchloroethylene on premises
which shall occur prior to the Closing at a time
mutually agreed upon by Seller and Buyer (which shall
be done in the presence of Seller and Buyer),Seller
shall obtain a badge to measure "perc" levels for
testing of the "perc" level at 39 North Moore Street.
Such test shall indicate a "perc" measurement
satisfactory to Buyer, in accordance with New York City
Regulations. The parties acknowledge that such tests
will not be immediately available and Seller agrees to
promptly remediate any evidence of "perc" still present
on the premises.
(c) At the Closing, the Buyer shall:
(i) execute and deliver to the Seller the
Assignment and Assumption Agreement;
(ii) assume the Assumed Liabilities; and
(iii) deliver to the Seller in immediately
available funds the balance of the cash portion of the
Purchase Price as adjusted for the closing adjustments
pursuant to Section 1.5.
2.2 Additional Actions to be Taken on the Closing Date.
(a) Liens/Consents. The Seller shall have satisfied and
discharged all Liens on the Assets except for Permitted Liens and
provided the Buyer with evidence of such satisfaction and
discharge as well as all necessary consents to transfer or assign
the Assets to Buyer, including the Sales Procedures Orders, Sale
Orders and any other orders of the Bankruptcy Court, in form and
substance satisfactory to the Buyer.
(b) Legal Opinion. The Buyer shall have received a legal
opinion of legal counsel to the Seller in form attached hereto as
Exhibit D.
(c) Accountant's Opinion. Intentionally Omitted.
(d) Shareholder Consent. The Buyer shall have received a
consent to the transactions contemplated by this agreement signed
by all of the shareholders of Seller, if any.
(e) Bulk Sales Act. Seller agrees to indemnify Buyer from
any Losses incurred by Buyer arising out of or resulting from the
failure of the Seller to comply with Article 6 of the Uniform
Commercial Code of New York.
(f) Certificate. Seller shall provide Buyer with an
Officer's Certificate stating that all representations and
warranties contained in this Agreement are true and correct as of
the Closing Date as if made on such date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller represents and warrants to the Buyer as follows:
3.1 Organization and Qualification. The Seller is a
corporation validly existing and in good standing under the laws
of the State of New York, and has all requisite power and
authority to (a) own, lease and operate its properties and assets
as they are now owned, leased and operated and (b) carry on its
business as now presently conducted and as proposed to be
conducted, subject to the supervision and consent of the
Bankruptcy court, pursuant to its pending chapter 11 case. The
Seller is duly qualified to do business in each jurisdiction in
which the nature of its business or properties makes such
qualification necessary, except where the failure to do so would
not have a Material Adverse Effect. The jurisdictions in which
the Seller is so qualified are set forth on Schedule 3.1.
3.2 Affiliates. Schedule 3.2 sets forth the name and
jurisdiction of organization of Affiliates of the Seller.
3.3. Validity and Execution of Agreement. The Seller has
the full legal right, capacity and power and all requisite
authority and approval required to enter into, execute and
deliver this Agreement and any other agreement or instrument
contemplated hereby, and to perform fully its obligations
hereunder and thereunder, subject to Bankruptcy Court approval.
The Board of Directors of the Seller and shareholders of Seller
have approved the transactions contemplated pursuant to this
Agreement and each of the other agreements required to be entered
into pursuant hereto by Seller. This Agreement and such other
agreements and instruments have been duly executed and delivered
by Seller and each constitutes the valid and binding obligation
of Seller enforceable against it in accordance with its terms.
3.4. No Conflict. Neither the execution and delivery of
this Agreement nor the performance by the Seller of the
transactions contemplated hereby will violate or conflict with
(a) any of the provisions of the Certificate of Incorporation or
By-laws of the Seller; (b) or result in the acceleration of, or
entitle any party to accelerate the maturity or the cancellation
of the performance of any obligation under, or result in the
creation or imposition of any Lien in or upon the Assets or
constitute a default (or an event which might, with the passage
of time or the giving of notice, or both, constitute a default)
under any contract, (c) any order, judgment, regulation or ruling
of any Governmental or Regulatory Body to which the Seller is a
party or by which any of its property or assets may be bound or
affected or with any provision of any law, rule, regulation,
order, judgment, or ruling of any Governmental or Regulatory Body
applicable to the Seller.
3.5 Litigation. Except as set forth on Schedule 3.5, there
are no outstanding orders, judgments, injunctions,
investigations, awards or decrees of any court, Governmental or
Regulatory Body or arbitration tribunal by which the Seller, or
any of its securities, assets, properties or business are bound.
Except as set forth on Schedule 3.5, there are no actions, suits,
claims, investigations, legal, administrative or arbitral
proceedings pending or, to the best knowledge of the Seller,
threatened (whether or not the defense thereof or liabilities in
respect thereof are covered by insurance) against or affecting
the Seller, or any of its assets or properties, that,
individually or in the aggregate, could, if determined adversely
to the Seller, reasonably be expected to have a Material Adverse
Effect on the Business, nor, to the best knowledge of the Seller,
are there any facts which could reasonably be expected to give
rise to any such action, suit, claim, investigation or legal,
administrative or arbitral proceeding.
3.6 The Assets. The Seller owns outright and has good and
marketable title (except for leasehold interests specifically set
forth on Schedule 3.15) to all of its assets and properties
(tangible and intangible), free and clear of any Lien, other than
Permitted Liens. The Assignment and Assumption Agreement and
such other conveyancing documents as shall have been executed and
delivered to the Buyer will convey good and marketable title to
the Assets, free and clear of any Liens, except for Permitted
Liens. The Assets shall be in working order on the Closing Date.
3.7 Intangible Property. Schedule 3.7 sets forth all
patents, trademarks, service marks, trade names, copyrights,
logos and the like and franchises, all applications for any of
the foregoing, and all permits, grants and licenses or other
rights held or owned by running to or from the Seller relating to
any of the foregoing that are necessary in connection with the
Business (collectively, the "Intangible Property"), true and
complete copies of which have been delivered or made available to
the Buyer. To the best knowledge of the Seller, no patent,
invention, trademark, service mark or trade name of any other
Person infringes upon, or is infringed upon by, any of the
Intangible Property and the Seller has not received any notice of
any claim of infringement of any other Person with respect to any
of the Intangible Property or any process or confidential
information of the Seller, and the Seller does not know, after
diligent investigation, of any basis for any such charge or
claim. Except for the Intangible Property, no other intellectual
property or intangible property rights are required for the
Seller to conduct the Business in the ordinary course consistent
with past practice. To the best knowledge of the Seller, all of
the Intangible Property is valid and in good standing. The
Seller has not received any notice or inquiry indicating, or
claiming, that the manufacture, sale or use of any Product
infringes upon the patent or other intellectual property rights
of any other Person. Except as separately identified on Schedule
3.7, no approval or consent of any person is needed so that the
interest of the Seller in the Intangible Property shall continue
to be in full force and effect and enforceable by the Buyer
following the consummation of the transactions contemplated
hereby.
3.8 Intentionally Omitted
3.9 Intentionally Omitted.
3.10 Intentionally Omitted,
3.11 Undisclosed Liabilities. Except as disclosed on
Schedule 3.11, the Seller does not have any, direct or indirect,
indebtedness, liability, claim, loss, damage, deficiency,
obligation or responsibility, fixed or unfixed, choate or
inchoate, liquidated or unliquidated, secured or unsecured,
accrued, absolute, contingent or otherwise including any services
owed on pre-paid accounts (collectively, the "Liabilities").
3.12 Intentionally Omitted.
3.13 Tax Matters. Except as disclosed in Schedule 3.13, (a)
the Seller has paid all Taxes that are due, or claimed or
asserted by the IRS or any other taxing authority ("Taxing
Authority") to be due from the Seller for the periods covered by
such Tax Returns or Seller has duly and fully provided reserves
adequate to pay all taxes and(b) the Seller has complied in all
material respects with all applicable laws relating to
withholding of Taxes (including withholding Taxes pursuant to
Sections 1441 and 1442 of the Internal Revenue Service Code of
1986, as amended (the "Code") and similar provisions under any
other applicable laws) and the payment thereof over to the Taxing
Authorities.
3.14 Contracts and Other Agreements. Except for Leases
(discussed in Section 3.15 below), Schedule 3.14 sets forth all
written agreements (and, to the best knowledge of the Seller, any
oral agreement) and arrangements to which either the Seller is a
party or by or to which the Seller or any of its assets or
properties are bound or subject (collectively, the "Material
Agreements").
3.15 Real Estate. Schedule 3.15 sets forth a list and
supplies descriptions of (a) all real property owned by the
Seller; (b) all leases, subleases or other agreements (the
"Leases") under which the Seller is lessor or lessee of any real
property; (c) all options held by the Seller or contractual
obligations on its respective part to purchase or acquire any
interest in real property (as set forth on Schedule 3.15) and (d)
all options granted by the Seller or contractual obligations on
any such Persons' part to sell or dispose of any interest in real
property (as set forth on Schedule 3.15) (collectively, the "Real
Estate Documents"). All of the Real Estate Documents, true,
correct and complete copies of which have been delivered or made
available to the Buyer, are in full force and effect and the
Seller has not received any notice of any default thereunder, nor
does the Seller anticipate any such notice of default. Except as
separately identified on Schedule 3.15 and each Landlord's
Consent, no approval or consent of any person is needed for the
Real Estate Documents to continue to be in full force and effect
and such documents will not become unenforceable by the Buyer
following the consummation of the transactions contemplated by
this Agreement.
3.16 Intentionally Omitted.
3.17 ERISA. The Seller does not sponsor, maintain, have any
obligation to contribute to, have any liability under, or are
otherwise a party to, any Plan.
3.18 Employees. The Seller is not a party to, and there
does not otherwise exist, any agreements with any labor
organization, collective bargaining or similar agreement with
respect to employees of the Seller. The Seller is in compliance
in all material respects with its obligations under all Federal,
state, and local statutes and ordinances, executive orders,
regulations and common law governing its employment practices
with respect to the Seller. To the best knowledge of the Seller,
there are no attempts being made to organize any employees
presently employed by the Seller. Seller acknowledges that Buyer
is under no obligation to employ any of Seller's current
employees but may, in it discretion, do so.
3.19 Environmental Matters. The Seller is not in violation
of, or delinquent in respect to, any Environmental Law which
violation or delinquency would have a Material Adverse Effect and
the Seller has obtained all permits, licenses and other
authorizations required under the Environmental Laws. Schedule
3.21 includes a list of all such permits, licenses and other
authorizations. Seller is in compliance with the New York State
Drycleaning Regulations Part 232.
3.20 Insurance. Schedule 3.20 sets forth a list and brief
description (specifying the insurer, the policy number or
covering note number with respect to binders and the amount of
any deductible, describing the pending claims if such claims
exceed applicable policy limits, setting forth the aggregate
amount paid out under each such policy through the date hereof
and the aggregate limit, if any, of the insurer's liability
thereunder) of all policies or binders of fire, liability,
product liability, workmen's compensation, vehicular,
unemployment and other insurance held by or on behalf of the
Seller. Such policies and binders are valid and enforceable in
accordance with their terms in all material risks and liabilities
to the extent and in respect of amount, types and risks insured,
as are customary in the industry in which the Seller operates.
The Seller is not in default with respect to any material
provision contained in any such policy or binder and has not
failed to give any notice or present any claim under any such
policy or binder in due and timely fashion. Except for claims
disclosed on Schedule 3.20, there are no outstanding unpaid
claims under any such policy or binder which have gone unpaid for
more than forty-five (45) days or as to which the carrier has
disclaimed liability.
3.21 Licenses and Permits. Schedule 3.21 sets forth a list
of the governmental permits, licenses, registrations and other
governmental consents (federal, state and local) which the Seller
has obtained and which are necessary in connection with its
operations and properties, and no others are required. All such
permits, licenses, registrations and consents are in full force
and effect and in good standing, and except as separately
identified on Schedule 3.21, shall continue to be in full force
and effect and in good standing following the consummation of the
transactions contemplated by this Agreement. The Seller has not
received any notice of any claim of revocation or has knowledge
of any event which might give rise to such a claim.
3.22 Compliance with Laws. The Seller has complied in all
respects with all applicable federal, state and local laws,
regulations and ordinances or any requirement of any Governmental
or Regulatory Body, court or arbitrator affecting the Business or
the Assets the failure to comply with which could have a Material
Adverse Effect on the Business or the Assets. Neither the Seller
nor any of its representatives, agents, employees or Affiliates
has made or agreed to make any payment to any Person which would
be unlawful.
3.23 Intentionally Omitted
3.24 Intentionally Omitted
3.25 Shareholders of Seller. The names of the shareholders
of Seller and the percentage interest of Seller owned by the
shareholders is set forth on Schedule 3.25.
3.26 Disclosure. Neither this Agreement, nor any Schedule
or Exhibit to this Agreement contains an untrue statement of a
material fact or omits a material fact necessary to make the
statements contained herein or therein not misleading. All
statements, documents, certificates or other items prepared or
supplied by the Seller with respect to the transactions
contemplated hereby are true, correct and complete and contain no
untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein not
misleading.
3.27 Survival. All of the representations and warranties of
the Seller contained herein shall survive the Closing Date until
the date upon which the liability to which any claim relating to
any such representation or warranty is barred by any applicable
statutes of limitations.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
4.1 Organization and Qualification. The Buyer is a
corporation validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power
and authority to (a) own, lease and operate its properties and
assets as they are now owned, leased and operated and (b) carry
on its business as now presently conducted and is duly qualified
to do business in each jurisdiction in which the nature of its
business or properties makes such qualification necessary.
4.2 Validity and Execution of Agreement. The Buyer has the
full legal right, capacity and power and all requisite corporate
authority and approval required to enter into, execute and
deliver this Agreement and any other agreement or instrument
contemplated hereby, and to perform fully its obligations
hereunder and thereunder. The board of directors of the Buyer
has approved the transactions contemplated by this Agreement and
each of the other agreements required to be entered into pursuant
hereto by the Buyer. This Agreement and such other agreements
and instruments have been duly executed and delivered by the
Buyer and each constitutes the valid and binding obligation of
the Buyer enforceable against it in accordance with its terms.
4.3 No Conflict. Neither the execution and delivery of
this Agreement nor the performance by the Buyer of the
transactions contemplated herein will (a) violate or conflict
with any of the provisions of its Certificate of Incorporation or
By-Laws or other organizational documents; or (b) violate or
conflict with any provision of any law, rule, regulation, order,
judgment, decree or ruling of any court or federal, state or
local Governmental or Regulatory Body applicable to the Buyer.
4.4 Survival. All of the representations and warranties of
the Buyer contained herein shall survive the Closing Date until
the date upon which the liability to which any claim relating to
any such representation or warranty is barred by any applicable
statutes of limitations.
ARTICLE V
CONDITIONS TO CLOSING; BANKRUPTCY COURT ORDERS; ADDITIONAL
AGREEMENTS
5.1 Buyer shall only be required to proceed with this
Agreement so long as the following conditions shall have been met
at the Closing Date (any of such conditions may be waived in the
sole discretion of Buyer). At Closing, from the date hereof there
shall not be:
(a) Any change in the condition, financial or otherwise, of
the Assets, of Seller, other than changes in the ordinary course
of business which have not been either in any case or in the
aggregate materially adverse;
(b) Any act outside the ordinary course of business which
materially adversely affects the Assets;
(c) Any damage, destruction or loss of any of the Assets,
not adequately compensated by insurance, materially adversely
affecting the business or prospects of Seller;
(d) Any waiver by Seller of any right of substantial value,
material default under the terms of any contract, agreement or
other instrument to which it is a party or by which it is bound;
(e) Any sale, lease, transfer, or other disposition or
mortgage or pledge, of any Asset, nor shall there be imposed or
suffered to be imposed any lien, claim, charge, security interest
or other restriction of any kind or nature whatsoever on any
Asset, except as set forth on Schedule 1.1(b).
5.2 Except as set forth on any Schedule attached hereto:
(a) There are no actions, suits or proceedings pending,
threatened against or affecting Seller which might result in any
material adverse change in the licenses, business, operations,
properties or assets or the condition, financial or otherwise, of
Seller, or in any way involving this Agreement or the
transactions contemplated hereby;
(b) Seller does not know of, and has no reasonable grounds
to know of, any basis for any such action or proceeding;
(c) There is no order or decree of any court or agency
directed to Seller arising out of any judicial, or quasi-
judicial, proceeding before any such court or agency with respect
to Seller being in default;
(d) Seller has complied in all material respects with all
laws, regulations, rules, ordinances, decrees or orders of any
court, government (federal, state or local), department,
commission, board, agency, official or other regulatory,
administrative or governmental authority.
(e) The conditions set forth in Section 2.1 (b)(vi) shall
have been completed.
(f) Bankruptcy Court Orders (A)The Sales Procedures Order(as
defined below)shall have been entered by the Bankruptcy Court.
(B) The sale of the Assets from Seller to Buyer pursuant to
this Agreement shall have been approved by the Bankruptcy Court
pursuant to Sections 363 and 365 of the Bankruptcy Code and
orders approving such sale in form and substance acceptable to
Buyer and containing the provisions set forth below (the "Sale
Orders") shall have been entered. The Sale Orders shall provide,
among other things, that: (i) the transfers of the Assets by the
Seller to Buyer (a) vest or will vest Buyer with good title to
the Assets free and clear of all Liens; (b) constitute reasonably
equivalent value and fair consideration under the Bankruptcy Code
or under the laws of the United States, any State, territory,
possession or the District of Columbia; (c) do not and will not
subject Buyer or its Affiliates to any liability by reason of
such transfer under the laws of the United States, any State,
territory or possession thereof or the District of Columbia
based, in whole or in part, directly or indirectly, on any theory
of law, including, without limitation, any theory of successor or
transferee liability; (d) the provisions of the Sale Orders are
nonseverable and mutually dependent and (e) the transactions
contemplated by this Agreement are undertaken by the Buyer in
good faith, as that term is used in Section 363 (m) of the
Bankruptcy Code; and (ii) all executory contracts (collectively,
the "Executory Contracts") that are part of the Assets (ie., the
Leases) shall have been assumed and assigned and the Bankruptcy
Court shall have approved such assumption and assignment by the
Seller pursuant to section 365 of the Bankruptcy Code.
(C) Nothing in any section of this Agreement, shall preclude
Seller or Buyer from consummating the transactions contemplated
herein if Buyer, in its sole discretion, waives the requirement
that the Sale Orders or any other orders be final orders. No
notice of such waiver of this or any other condition to Closing
need be given except to Seller or Buyer, as explicitly required
in this Agreement, it being the intention of the parties hereto
that Buyer shall be entitled to, and is not waiving, the
protection of section 363(m) of the Bankruptcy Code, the mootness
doctrine and any similar statute or body of law if the Closing
occurs in the absence of final orders.
5.3 Additional Agreements
5.3.1 Bankruptcy Court Approval. (a) As promptly as
practicable after the date hereof but in no event later than five
(5) business days after the date hereof, Seller shall (i) file a
motion with the Bankruptcy Court seeking approval and entry of
the Sale Orders and (ii) file a motion for, and use its best
efforts to cause the Bankruptcy Court to enter an order (the
"Sale Procedures Order"), in form and substance satisfactory to
Buyer, approving the performance by Seller of its obligations
under Sections 5.3.2, 5.3.3 and 5.3.4 of this Agreement. Seller
agrees to make promptly any filings, to take all actions and to
use its best efforts to obtain any and all other approvals and
orders necessary or appropriate for the consummation of the
transactions contemplated hereby.
(b) Prior to entry of the Sale Orders, Seller will
accurately inform the Bankruptcy Court of all material facts of
which Seller is aware relating to this Agreement and the
transactions contemplated hereby. Seller will endeavor to have
the Bankruptcy Court make the finding of fact and conclude as a
matter of law that Buyer is a purchaser in good faith within the
meaning of section 363 (m) of the Bankruptcy Code.
(c) If the Sale Orders, Sale Procedures Order or any other
orders of the Bankruptcy Court relating to this Agreement, shall
be appealed by any party, Seller agrees to take all steps, as
may be reasonable and appropriate to prosecute such appeal,
petition or motion, or defend against such appeal, petition or
motion, and Buyer agrees to cooperate in such efforts, and each
of Buyer and Seller agrees to use its best efforts to obtain an
expedited resolution of any such appeal; provided, however,
nothing herein shall preclude Seller or Buyer from consummating
the transaction contemplated herein if Buyer waives, in its sole
discretion, the requirement that the Sale Orders or other orders
be final.
5.32 Expenses; Alternative Transaction Fee.
(a) Except as otherwise provided herein, each of the
parties hereto shall pay its own expenses incidental to the
preparation of this Agreement, the carrying out of the provisions
of this Agreement and the consummation of the transactions
contemplated hereby.
(b) If within two (2)years from the date hereof
substantially all of the Assets are sold, conveyed or transferred
(either in a sale of assets or a sale or issuance of stock of
Seller or any of its Affiliates or any combination thereof) to a
party other than Buyer (an "Alternative Transaction"), unless the
Bankruptcy Court does not approve this Agreement for reasons
other than the fact that there is an Alternative Transaction,
simultaneously with the consummation of such Alternative
Transaction and provided that this Agreement has not been
terminated because of a material breach of Buyer's obligations,
representations or warranties hereunder, Seller shall be
obligated to pay to Buyer $30,000 in cash plus any amounts owed
to Buyer under clause (c) of this Section.
(c) If this Agreement shall terminate for any reason (other
than because of Buyer's material breach of its obligations or
because of a material breach of Buyers' representations or
warranties hereunder), Seller shall upon such termination be
obligated to reimburse Buyer for up to $10,000 of its out-of-
pocket expenses including legal, accounting and other expenses.
If this Agreement shall terminate for any reason (other than
because of Seller's material breach of its obligations, because
of a material breach of Seller's representations or warranties
hereunder, if the Bankruptcy Court does not approve this
Agreement or if Seller does not comply with all of the conditions
to Closing), Buyer shall upon termination be obligated to
reimburse Seller for up to $10,000 of its out-of-pocket expenses,
including legal, accounting and other expenses.
(d) Upon entry of the Sale Procedures Order, any amounts
payable by Seller to Buyer pursuant to such order shall
constitute administrative expenses under Sections 503 (b) and
507(a) (1) of the Bankruptcy Code, immediately payable if and
when Seller's obligations arise under paragraphs (b) and (c) of
this section.
5.3.3 Bidding Increment. Any Alternative Transaction, as
defined in Section 5.3.4, will not be considered to be a higher
or better offer unless, at a minimum, the Alternative Transaction
(i) provides for aggregate consideration of at least $50,000 in
excess of the value of the aggregate consideration paid by Buyer,
and shall not be on terms which are materially more burdensome or
conditional than the terms of this Agreement, and (ii) is not
conditioned on the outcome of unperformed due diligence by the
offeror. Buyer shall have the right to further bid in excess of
such overbid.
5.3.4 No Solicitation. Neither the Seller nor any of its
directors, officers, employees or agents, as the case may be,
shall, directly or indirectly, encourage, solicit, initiate or
enter into any discussions or negotiations concerning, any
disposition (either through a sale of assets or a sale of stock
of the Seller or any of its Affiliates or otherwise) of all or
substantially all of the Assets (other than pursuant to this
Agreement), or any proposal therefor, or furnish or cause to be
furnished any information concerning the Assets to any party in
connection with any transaction involving the acquisition of the
Assets by any person other than Buyer. Seller and its Affiliates
will promptly inform Buyer of any inquiry (including the terms
thereof and the person making such inquiry) which they may
receive or learn of in respect of any such proposal.
ARTICLE VI
INDEMNIFICATION
6.1 Indemnification. (a) The Seller agrees to indemnify,
defend and hold harmless the Buyer and its respective directors,
officers, employees, shareholders, and any Affiliates of the
foregoing, and their successors and assigns (collectively, the
"Buyer Group") from and against any and all losses, liabilities
(including punitive or exemplary damages and fines or penalties
and any interest thereon), expenses (including reasonable fees
and disbursements of counsel and expenses of investigation and
defense), claims, Liens or other obligations of any nature
whatsoever (hereinafter individually, a "Loss" and collectively,
"Losses") suffered or incurred by the Buyer Group, which,
directly or indirectly, arise out of, result from or relate to,
(i) any inaccuracy in or any breach of any representation or
warranty of the Seller contained in Article III, (ii) any breach
of any covenant or agreement of the Seller contained in this
Agreement or in any other document contemplated by this Agreement
and (iii) for any claims resulting in Losses arising out of the
operation of the Business prior to the Closing.
(b) The Buyer agrees to indemnify, defend and hold harmless
the Seller and its directors, officers, employees, and
shareholders, and any Affiliates of the foregoing, and their
successors and assigns from and against any and all Losses
suffered or incurred by them which, directly or indirectly, arise
out of, result from or relate to (i) any inaccuracy in or any
breach of any representation or warranty of the Buyer contained
in Article IV and (ii) any breach of any covenant or agreement of
the Buyer contained in this Agreement or in any other document
contemplated by this Agreement.
6.2 Method of Asserting Claims. The party making a claim
under this Article VI is referred to as the "Indemnified Party"
and the party against whom such claims are asserted under this
Article VI is referred to as the "Indemnifying Party". All
claims by any Indemnified Party under this Article VI shall be
asserted and resolved in accordance with the terms and provisions
set forth in Sections 6.2(a)-(c) below:
(a) In the event that any claim or demand for which an
Indemnifying Party would be liable to an Indemnified Party
hereunder is asserted against or sought to be collected from such
Indemnified Party by a third party, said Indemnified Party shall
with reasonable promptness notify in writing the Indemnifying
Party of such claim or demand, specifying the nature of the
specific basis for such claim or demand, and the amount or the
estimated amount thereof to the extent then feasible (which
estimate shall not be conclusive of the final amount of such
claim and demand; any such notice, together with any notice given
pursuant to Section 6.2(b) hereof, collectively being the "Claim
Notice"); provided, however, that any failure to give such Claim
Notice will not be deemed a waiver of any rights of the
Indemnified Party except to the extent the rights of the
Indemnifying Party is actually prejudiced. The Indemnifying
Party, upon request of the Indemnified Party, shall retain
counsel (who shall be reasonably acceptable to the Indemnified
Party) to represent the Indemnified Party, and shall pay the fees
and disbursements of such counsel with regard thereto, provided,
further, that any Indemnified Party is hereby authorized prior to
the date on which it receives written notice from the
Indemnifying Party designating such counsel, to retain counsel,
whose fees and expenses shall be at the expense of the
Indemnifying Party, to file any motion, answer or other pleading
and take such other action which it reasonably shall deem
necessary to protect its interests or those of the Indemnifying
Party until the date on which the Indemnified Party receives such
notice from the Indemnifying Party. After the Indemnifying Party
shall retain such counsel, the Indemnified Party shall have the
right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party
unless (i) the Indemnifying Party and the Indemnified Party shall
have mutually agreed to the retention of such counsel or (ii) the
named parties of any such proceeding (including any impleaded
parties) include both the Indemnifying Party and the Indemnified
Party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing
interests between them. The Indemnifying Party shall not, in
connection with any proceedings or related proceedings in the
same jurisdiction, be liable for the fees and expenses of more
than one such firm for the Indemnified Party (except to the
extent the Indemnified Party retained counsel to protect its (or
the Indemnifying Party's) rights prior to the selection of
counsel by the Indemnifying Party). The Indemnified Party agrees
to cooperate with the Indemnifying Party and its counsel in
contesting any claim or demand which the Indemnifying Party
defends. No claim or demand may be settled by an Indemnifying
Party or, where permitted pursuant to this Agreement, by an
Indemnified Party without the consent of the Indemnified Party in
the first case or the consent of the Indemnifying Party in the
second case, which consent shall not be unreasonably withheld,
unless such settlement shall be accompanied by a complete release
of the Indemnified Party in the first case or the Indemnifying
Party in the second case, or, where permitted pursuant to this
Agreement, by an Indemnified Party without the consent of the
Indemnifying Party in the first case or the consent of the
Idemnifying Party in the second case.
(b) In the event any Indemnified Party shall have a claim
against any Indemnifying Party hereunder which does not involve a
claim or demand being asserted against or sought to be collected
from it by a third party, the Indemnified Party shall send a
Claim Notice with respect to such claim to the Indemnifying
Party. If the Indemnifying Party does not dispute such claim,
the amount of such claim shall be paid to the Indemnified Party
within twenty (20) days of receipt of the Claim Notice.
(c) So long as any right to indemnification exists pursuant
to this Article VI, the affected parties each agree to retain all
books, records, accounts, instruments and documents reasonably
related to the Claim Notice. In each instance, the Indemnified
Party shall have the right to be kept informed by the
Indemnifying Party and its legal counsel with respect to all
significant matters relating to any legal proceedings. Any
information or documents made available to any party hereunder,
which information is designated as confidential by the party
providing such information and which is not otherwise generally
available to the public, or which information is not otherwise
lawfully obtained from third parties or not already within the
knowledge of the party to whom the information is provided
(unless otherwise covered by the confidentiality provisions of
any other agreement among the parties hereto, or any of them),
and except as may be required by applicable law or requested by
third party lenders to such party, shall not be disclosed to any
third Person (except for the representatives of the party being
provided with the information, in which event the party being
provided with the information shall request its representatives
not to disclose any such information which it otherwise required
hereunder to be kept confidential).
ARTICLE VII
POST-CLOSING COVENANTS OF THE PARTIES
7.1 Tax Matters. The Seller shall provide to Buyer on
demand such information as shall reasonably be requested by Buyer
to enable Buyer to prepare and file timely Buyer's federal, state
and local income Tax Returns and all forms, schedules and
attachments related thereto.
7.2 Intentionally Omitted.
7.3 Confidentiality. From and after the Closing Date, the
Seller and its shareholders shall not disclose or furnish to any
other Person, except to the extent required by law or by order of
any court or governmental agency, (a) any information which is
not generally known in the industry relating to any license,
process, technique, or procedure used by the Seller or in
connection with the Business, (b) any information which is not
generally known in the industry relating to the operations or
financial status of the Buyer or the Business which is not
specifically a matter of public record, (c) any trade secrets of
the Business or (d) the name, address or other information
relating to any supplier of the Business. The parties
acknowledge that the application for Bankruptcy Court approval
will contain a copy of this Agreement and is a public record.
ARTICLE VIII
MISCELLANEOUS
8.1 Sales and Transfer Taxes. All required filings under
any applicable Federal, state, foreign or local sales tax, stamp
tax or similar laws or regulations shall be made in a timely
manner by the Seller and, at the Closing, Seller shall deliver to
Buyer either (a) proof of the payment of any sales tax assessed
pursuant to such filings or (b) statements of no sales tax due,
as the case may be. The parties agree that any and all transfer,
sales or stamp taxes and any similar taxes or assessments imposed
on the transfer of the Assets and the Assumed Liabilities in
accordance with the terms of this Agreement shall be paid by the
Seller.
8.2 Post-Closing Further Assurances. At any time and from
time to time after the Closing Date at the request of either
party, and without further consideration, the other party will
execute and deliver, or cause the execution and delivery of, such
other instruments of sale, transfer, conveyance, assignment and
confirmation and take or cause to be taken such other action as
the party requesting the same may reasonably deem necessary or
desirable in order to transfer, convey and assign more
effectively to the requesting party all of the property and
rights intended to be conveyed to such party pursuant to the
provisions of this Agreement.
8.3 Notices. All notices, requests, demands and other
communications required or permitted to be given hereunder shall
be in writing and shall be given personally, telegraphed,
telefaxed, sent by facsimile transmission or sent by prepaid air
courier or certified, registered or express mail, postage
prepaid. Any such notice shall be deemed to have been given (a)
when received, if delivered in person, telegraphed, telexed, sent
by facsimile transmission and confirmed in writing within three
(3) Business Days thereafter or sent by prepaid air courier or
(b) three (3) Business Days following the mailing thereof, if
mailed by certified first class mail, postage prepaid, return
receipt requested, in any such case as follows (or to such other
address or addresses as a party may have advised the other in the
manner provided in this Section 8.3):
If to Seller, to:
c/o Windsor Court Valet
155 East 31 Street.
New York, NY 10016
Telephone Number (212)951-4500
with copies to:
Law Offices of Lance Roger Spodek, PC
277 Broadway
New York, NY 10007
Telephone Number (212)349-6505
Telecopier Number (212)267-3766
If to Buyer to:
147 Palmer Avenue
Mamaroneck, NY 10543-3632
Attn: Diane Weiser
Telephone Number (914) 777-3600
Telecopier Number (914) 777-3502
with copies to:
Bernstein & Wasserman, LLP
950 Third Avenue
New York, NY 10022
Attn: Stuart Neuhauser, Esq.
Telephone Number (212) 826-0730
Telecopier Number (212) 371-4730
8.4 Publicity. No publicity release or announcement
concerning this Agreement or the transactions contemplated hereby
shall be made without advance approval thereof by the Buyer. No
approval from the Seller is necessary.
8.5 Entire Agreement. This Agreement (including the
Exhibits and Schedules) and the agreements, certificates and
other documents delivered pursuant to this Agreement contain the
entire agreement among the parties with respect to the
transactions described herein, and supersede all prior
agreements, written or oral, with respect thereto.
8.6 Waivers and Amendments. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof
may be waived, only by a written instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof.
8.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of law.
8.8 Binding Effect; No Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties and their
respective successors, assigns and legal representatives. This
Agreement is not assignable except by operation of law and any
other purported assignment shall be null and void.
8.9 Variations in Pronouns. All pronouns and any
variations thereof refer to the masculine, feminine or neuter,
singular or plural, as the context may require.
8.10 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all
of the parties hereto.
8.11 Exhibits and Schedules. The Exhibits and Schedules are
a part of this Agreement as if fully set forth herein. All
references herein to Sections, subsections, clauses, Exhibits and
Schedules shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require.
8.12 Effect of Disclosure on Schedules. Any item disclosed
on any Schedule shall only be deemed to be disclosed in
connection with (a) the specific representation and warranty to
which such Schedule is expressly referenced, (b) any specific
representation and warranty which expressly cross-references such
Schedule and (c) any specific representation and warranty to
which any other Schedule to this Agreement is expressly
referenced if such other Schedule expressly cross-references such
Schedule.
8.13 Intentionally omitted.
8.14 Headings. The headings in this agreement are for
reference only, and shall not affect the interpretation of this
Agreement.
8.15 Severability of Provisions. If any provision or any
portion of any provision of this Agreement or the application of
such provision or any portion thereof to any Person or
circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision and the remaining provisions
of this Agreement, or the application of such provision or
portion of such provision as is held invalid or unenforceable to
persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby.
8.16 Brokers. Each party hereto represents and warrants
that no broker or finder is entitled to any brokerage or finder's
fee or other commission from such party, based on agreements,
arrangements or undertakings made by such party, in connection
with the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
WHITE GLOVE VALET,INC.(D.I.P.)
By:/s/ Jeffrey Namm
Name: Jeffrey Namm
Title: President
ECO JOSH, INC.
By:_/s/ Diane Weiser
Name: Diane Weiser
Title: President
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated April ___ , 1997
by and between White Glove Valet, Inc., a New York corporation
(the "Seller"), and Eco Josh, Inc., a Delaware corporation (the
"Buyer").
W I T N E S E T H :
WHEREAS, pursuant to that certain Asset Purchase Agreement
(the "Purchase Agreement") dated even date herewith by and
between the Seller and the Buyer, the Seller has agreed to sell
the Assets (as defined in the Purchase Agreement) to Buyer,
subject to the payment of the Purchase Price; and
WHEREAS, the parties hereto desire to execute this Agreement
to further evidence the assignment by the Seller of the Assets
and the assumption by the Buyer of the Assumed Liabilities.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, the parties hereto agree as
follows:
1. Definitions. Terms used herein and not otherwise
defined herein shall have the meanings provided for in the
Purchase Agreement.
2. Assignment of Assets. The Seller hereby sells,
transfers, conveys, assigns and sets over to the Buyer, its
successors and assigns, the Assets.
3. Assumption of Assumed Liabilities. The Buyer hereby
assumes and undertakes to pay, perform and discharge the Assumed
Liabilities.
4. Attorney-in Fact. The Seller hereby appoints the
Buyer, with full power of substitution, its true and lawful
Attorney-in-Fact in its name, place and stead to take any and all
action on behalf of and in the name of Seller to affirm the
rights and interests of the Buyer in and under the Assigned
Contracts and Leases.
5. Further Assurances. At any time and from time to time
after the date hereof, at the request of the other party, and
without further consideration, each party shall execute and
deliver such other instruments of sale, transfer, conveyance,
assignment and confirmation and take such other action as the
other party reasonably request as necessary or desirable in order
more effectively to transfer, convey and assign to the Buyer the
Assets and to the Seller the Shares.
6. Governing Law. This agreement shall be governed by and
construed in accordance with the laws of the State of New York,
without regard to principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
WHITE GLOVE VALET, INC. (D.I.P.)
By: _____________________
Name:
Title:
ECO JOSH, INC.
By: ______________________
Name:
Title:
EXHIBIT B
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that White Glove Valet,
Inc., a New York corporation ("Seller"), for and in consideration
of the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt of which is hereby acknowledged by
these presents, and pursuant to an Asset Purchase Agreement dated
April ___ , 1997("Purchase Agreement") between Seller and Eco
Josh, Inc., a Delaware corporation ("Buyer") (except as otherwise
provided herein, all capitalized terms contained and not defined
herein shall have herein the respective meanings ascribed to them
in the Purchase Agreement), hereby sells, transfers, conveys,
assigns and delivers unto Buyer all of the right, title and
interest of Seller in and to the Assets.
Seller agrees to cooperate with Buyer in obtaining any
consents or waivers of third parties necessary to transfer to
Buyer all property and rights provided to be transferred to Buyer
under the Purchase Agreement.
TO HAVE AND TO HOLD the Assets unto Buyer, its
successors and assigns, for its use and its use forever.
At any time and from time to time after the date hereof
at the request of Buyer, and without further consideration,
Seller shall execute and deliver such other instruments of sale,
transfer, conveyance, assignment and confirmation and take such
other action as Buyer may reasonably request as necessary or
desirable in order to more effectively transfer, convey and
assign to Buyer, and to confirm Buyer's title to or rights in,
all of the Assets, and to put Buyer in actual possession and
operating control thereof.
IN WITNESS WHEREOF, the parties have caused this Bill of
Sale to be executed as of April __, 1997.
WHITE GLOVE VALET, INC. (D.I.P.)
By:__________________________
Name:
Title:
LIBERTY VALET, INC. (D.I.P.)
By:__________________________
Name:
Title:
APARTMENT SERVICES NETWORK,
INC.(D.I.P.)
By:_____________________________
Name:
Title:
JTJ SERVICES, INC.(D.I.P.)
By:_____________________________
Name:
Title:
RESIDENCE SERVICES, INC. (D.I.P.)
By:______________________________
Name:
Title:
HOME SERVICES NETWORK, INC.(D.I.P.)
By;______________________________
Name:
Title:
ACCEPTED THIS ___ DAY
OF April, 1997
ECO JOSH, INC.
By:__________________________
Name:
Title:
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of White Glove Valet,
Inc., and that he, as such officer, is authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporations by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of Liberty Valet,
Inc., and that he, as such officer, is authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporations by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of Apartment Services
Network, Inc., and that he, as such officer, is authorized so to
do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporations by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of JTJ Services, Inc.,
and that he, as such officer, is authorized so to do, executed
the foregoing instrument for the purposes therein contained, by
signing the name of the corporations by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of Residence Services,
Inc., and that he, as such officer, is authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporations by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On this ___ day of April , 1997, before me,
______________, personally appeared _______________________,
known personally to me to be the Secretary of Home Services
Network, Inc., and that he, as such officer, is authorized so to
do, executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporations by himself as
such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal.
__________________________
Notary Public
EXHIBIT C
LANDLORD'S CONSENT
[ See attached Assignment of Lease ]
ASSIGNMENT OF LEASE
This ASSIGNMENT OF LEASE is entered into as of the __ day of
April, 1997, by and between White Glove Valet, Inc., a New York
corporation ("Assignor"), and Eco Josh, Inc., a Delaware
corporation ("Assignee").
BACKGROUND
A. Pursuant to that certain Lease dated July 17, 1995
("Lease"), by and between Assignor, and 39 Cadag Realty Corp.
("Landlord"), Assignor is the owner of a leasehold interest in
the premises, located at 39 North Moore Street, New York, NY (the
"Premises") as more fully described in the Lease, a true, correct
and complete copy of which is attached hereto as Exhibit A and
incorporated herein by reference; and
B. Pursuant to an Asset Purchase Agreement for the
purchase of certain assets of Assignor, dated as of April __,
1997, Assignor has agreed to sell, and Assignee has agreed to
purchase, certain assets of Assignor and to assume certain of the
liabilities of Assignor, including the Lease; and
C. Pursuant to Article(s)11 and 49 of the Lease, Assignor
is required to obtain the prior written consent of Landlord in
order to assign its rights under the Lease (the "Assignment" );
and
D. As a condition of the Closing of the transactions
contemplated by the Asset Purchase Agreement (the "Acquisition"),
Assignor is required to obtain the consent of Landlord to this
Assignment.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements herein contained, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby covenant and agree as follows:
1. Assignor hereby sells, assigns, transfers and sets over
to Assignee all of Assignor's right, title, interest in and to
Assignor's interest as lessee under the Lease effective as of the
Closing of the Acquisition ("Effective Date").
2. Assignee hereby accepts the aforesaid assignment, and
hereby assumes all of the rights, responsibilities, liabilities
and obligations of Assignor, as lessee, under the terms,
conditions and covenants contained in the Lease, with like force
and effect as if Assignee had executed the Lease in the first
instance, arising as of and after the Effective Date.
3. Assignor shall remain liable only for the observance
and performance of its obligations as lessee under the Lease
arising prior to the Effective Date.
4. Assignor shall be responsible for and shall indemnify
Assignee regarding the observance and performance of all of the
agreements and obligations of Assignor as lessee under the Lease
arising prior to the Effective Date. Assignee shall be
responsible for and shall indemnify Assignor regarding the
observance and performance of all of the agreements and
obligations of Assignor as lessee under the Lease arising on or
after the Effective Date.
5. The parties agree that this Assignment will not be
changed, modified, discharged or terminated orally or in any
manner other than an agreement in writing signed by all of the
parties hereto.
6. The agreements, terms and provision of the Agreement
shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns. The parties shall
execute and deliver such further and additional instruments,
agreements and other documents as may be necessary to evidence or
carry out the provisions of this Assignment.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Assignment of Lease to be
executed as of the date first above written.
ASSIGNOR: WHITE GLOVE VALET, INC. (D.I.P.)
By:_________________________
Name:
Title:
ASSIGNEE: ECO JOSH, INC.
By:__________________________
Name:
Title:
CONSENT OF LESSOR
39 Cadag Realty Corp., as Lessor, named in the Lease
referred to in the forgoing Assignment of Lease, hereby consents
to this Assignment, confirms that the provisions of the Lease
have been complied with, releases and discharges Lessee from all
obligations arising on or after the Effective Date, certifies
that (i) the Lease is a valid and enforceable obligation, (ii)
the Lease has not been amended or modified, and (iii) Lessee is
not currently and has not been in default in the performance of
the Lease, and hereby accepts the Assignee as Lessee under said
Lease as of the Effective Date.
LESSOR: 39 Cadag Realty Corp.
By:___________________________
Name:
Title:
Date: _________________________,1997
EXHIBIT D
FORM OF OPINION OF SELLER'S COUNSEL
[ Attached ]
[Letterhead of Lance Spodek, Esq.]
___________, 1997
To the Persons Listed
On Schedule A Attached Hereto
Dear Sirs:
We have acted as counsel for White Glove Valet, Inc, a
New York corporation ("Seller"), in connection with the
execution and delivery of the following documents:
(i)the Asset Purchase Agreement (the "Purchase
Agreement") dated the date hereof by and between Seller and Eco
Josh, Inc., a Delaware corporation ("Buyer");
(ii) the Assignment and Assumption Agreement
dated the date hereof by and between Seller and Buyer
("Assumption Agreement"); and
(iii) the Bill of Sale dated the date hereof
executed by Seller and accepted by Buyer (the "Bill of Sale").
The Purchase Agreement, the Assumption Agreement and
the Bill of Sale are hereinafter collectively referred to as the
"Purchase Documents."
This opinion letter is being furnished pursuant to
Section 2.2(b) of the Purchase Agreement. Defined terms
appearing herein which are not otherwise defined in this opinion
letter shall have the respective meanings set forth in the
Purchase Agreement.
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of each of the Purchase
Documents and also of such corporate documents and records of
Seller and such other records, documents and certificates as we
have deemed necessary or appropriate as a basis for our opinions
set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such
latter documents. We have also assumed that Buyer is in
compliance with all of its obligations arising under the Purchase
Documents. As to certain matters of fact, we have examined and
relied upon the representations and warranties contained in the
Purchase Documents and in the certificates delivered in
connection therewith. We have not made any independent
investigation or verification of such facts; nothing, however,
has come to our attention that would cause us to believe that
such reliance is not justified.
The Closing pursuant to the Purchase Agreement is being
consummated contemporaneously with the delivery of this opinion
letter.
Our opinions, as set forth below, are limited to the
Federal laws of the United States of America and the laws of the
State of New York.
Based upon and subject to the foregoing, and subject to
the additional qualifications set forth below, we are of the
opinion as of the date hereof that:
1. Seller is a corporation validly existing and in
good standing under the laws of the State of New York, and has
the corporate power and authority to (a) own, lease and operate
its properties and assets, including, without limitation, the
Assets, as they are now owned, leased and operated and (b) carry
on its business as now presently conducted or proposed to be
conducted. Seller is qualified to do business in jurisdiction
in which the nature of its business or properties makes such
qualification necessary, except where the failure to do so would
not have a Material Adverse Effect.
2. Seller has the full legal right, capacity and
corporate power and all requisite corporate authority and
approval required to enter into, execute and deliver the Purchase
Documents and to perform its obligations thereunder. The
shareholders and the board of directors of Seller have approved
the transactions contemplated pursuant to the Purchase Documents.
Each of the Purchase Documents have been duly executed and
delivered by Seller and constitutes the valid and binding
obligation of Seller enforceable against it in accordance with
its terms. Except for the Landlord's Consents, and the
Bankruptcy Court approval (both of which have been obtained) no
approval or consent of any Party is required in connection with
the execution and delivery by Seller of the Purchase Documents
and the consummation and performance by Seller of the
transactions contemplated thereby.
3. The execution, delivery and performance of the
Purchase Documents by Seller and consummation of the transactions
contemplated thereby will not violate or conflict with (i) any of
the provisions of the Certificate of Incorporation or By-Laws or
other organizational documents of Seller; (ii) any order,
judgment, regulation or ruling of any Governmental or Regulatory
Body to which Seller is a party or by which any of its property
or assets may be bound or affected or with any provision of any
law, rule, regulation, order, judgment or ruling of any
Governmental or Regulatory Body applicable to Seller or (iii) any
of the Assigned Contracts and Leases.
4. The Seller has received all necessary Bankruptcy Court
orders and approvals to consummate the sale of the Assets, and
the transactions contemplated by the Purchase Agreement and
assume the Leases.
5. The transfer of the Assets to Buyer convey to Buyer
such Assets free and clear of any and all Liens or any other
liabilities including Taxes as provided by the Bankruptcy Court
orders.
This opinion is being rendered on behalf of Seller
pursuant to Section 2.2(b) of the Purchase Agreement solely for
the benefit of the persons listed on Schedule A attached hereto.
No other person or entity shall be entitled to rely hereon
without the express written consent of this office.
Very truly yours,
Lance Spodek
Schedule A
Ecomat, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632
Eco Josh, Inc.
147 Palmer Avenue
Mamaroneck, New York 10543-3632
SCHEDULE 1.1(a)
Excluded Assets
All assets other than those assets specified on Schedule 1.2
SCHEDULE 1.1(b)
Permitted Liens
None
SCHEDULE 1.2
Assets
No. Quantity Description
1. 1 Fulton 20 H.P. Gas Fried Boiler
with Low Press Night Switch
2. 1 Forenta Mushroom Press (Model 19VS)
3. 1 Fulton Return Tank (18x36)
4. 1 Rema Vacuum (Model R P8)
5. 2 Cissel Single Puffers
6. 5 Water Guns
7. 2 1 Mr. Cissell Form Finisher; 1 MS. Cissel
Form Finisher
8. 1 Cissel Vacuum Spotting Board
9. 2 Rebuilt Manual Foot Presses
10. 4 Promoto 3 Pound Irons (Model HS4108)
11. 2 Iron Stands
12. 1 Speedaire 10H.P. Air Compresser with Mag.
Starter
13. 400 ft Speed (Slick) Rail
14. 2 Unipress 42 RN Presses with Iron Stands
15. 1 Rolling Scale
16. 1 White Conveyor
17. 1 Unipress CD8-V Compact Vacuum Double Buck
18. 1 Unipress ABS Cabinet Sleever
19. 1 Unipress 3TZ Delux Combo Collar/Cuff
20. 1 55 lb. Milnor Washer/Extractor, Soft Mount
(Model 3022F8J) with 5 compartment Flushing Dry Supply
21. 1 Forenta Semi Automatic Folder (Model 201KP)
22. 1 Collar Former J CPL
23. 1 Damp Box
24. 1 Chicago Tandem Ironer/Folder Model TG 14 Gas
with 110 Inch Ironer
25. 4 Speed Queen Steam Dryers 30 pound 30 CSM
26. 2 Speed Queen 18 pound Washer/Extractors Front
Load Soft Mount.
27. 4 Speed Queen Top Load Washer (2021)
28. 1 Hot Water Heater Gas
29. 1 35 lb. Speed Queen Washer/Extractor Soft Mount
(Model SF 35)
SCHEDULE 1.3(b)
Assumed Liabilities
Lease for premises known as 39 North Moore Street, New York,NY
SCHEDULE 1.6
Allocation of Purchase Price
Assets Listed on Schedule 1.2 $200,000
SCHEDULE 3.1
Jurisdictions of Qualification
New York
SCHEDULE 3.2
Affiliates
1. Jeffrey Namm
2. Trish Namm
3. Home Services Network, Inc.
4. Liberty Valet, Inc.
5. Apartment Services Network, Inc.
6. JTJ Services, Inc.
7. Residence Services, Inc.
SCHEDULE 3.5
Litigation - Sellers
Set forth in the Statement of Financial Affairs at Question
4a in the Bankruptcy Petition filed March 31, 1997 by Seller
which is incorporated herein by reference.
SCHEDULE 3.7
Intangible Property
None
SCHEDULE 3.11
Liabilities
Lease for 39 North Moore Street, New York, NY
Reference is also hereby made to the Bankruptcy Petition
filed March 31, 1997 by Seller.
SCHEDULE 3.13
Tax Matters
Set forth in the Bankruptcy Petition filed
March 31, 1997 by Seller, at Schedule E which is
incorporated herein by reference.
SCHEDULE 3.14
Material Agreements
None
SCHEDULE 3.15
Real Estate
Lease for 39 North Moore Street, New York, NY
SCHEDULE 3.20
Insurance
None
SCHEDULE 3.21
Licenses and Permits
NYC Laundry License No. 0927208
SCHEDULE 3.25
Shareholders of Seller
1. Jeffrey Namm 50%
2. Trish Namm 50%
SCHEDULE 6.2
LOCATION OF ECOMAT FACILITIES
1. 147 Palmer Avenue
Mamaroneck, NY 10543
2. Colonial Village Shopping Center
1527 Weaver Street
New Rochelle, NY 10801
3. 140 W. 72nd Street
New York, NY 10023
4. 457 Main Street
Ridgefield, CT
EXHIBIT 2
ECOMAT
Contact: Laine Wilder
147 Palmer Avenue
Mamaroneck, NY 10543
Phone: 914-777-3600, ext. 12
Press Release
MANHATTAN RESIDENTS VICTORIOUS OVER PERC DRY CLEANERS
Ecomat Purchases and Replaces Toxic Dry Cleaner
Mamaroneck, NY, May 16/ PR NEWSWIRE/ -- Ecomat Inc.
(NASDAQ: ECMT) announced today that the company has closed
on an asset purchase agreement pursuant to which it acquired
White Glove Cleaners a New York "perc" dry cleaner which
had previously filed for bankruptcy. The company will
operate the facility using an environmentally sound garment
cleaning process and no perc. The company also announced
that a press conference will be held on Monday May 19, 1997
at 12:30 p.m. in front of the former White Glove Cleaners at
39 North Moore Street in New York City.
The New York City dry cleaner that put residents at
risk from perc emissions (the toxic solvent used by dry
cleaners) was the target of a battle waged by outraged
residents, The Public Advocate Mark Green, Unite! and
Greenpeace. Perchloroethylene (or "perc") has been
classified a probable human carcinogen by the International
Agency For Research on Cancer. Perc can also affect the
liver, kidneys and central nervous system and it can also
accumulate in human breast milk and is suspected of causing
developmental effects on the unborn. More than 69,000 other
New York City apartment residents and 30,000 dry cleaning
workers are at risk from dry cleaning emissions as over one-
half of New York City's dry cleaners are located in such
buildings. Through their organization, Perc Alert,
residents from this and other Manhattan buildings had
publicly protested to city officials about the city's
granting of an operating permit to White Glove Cleaners.
Ecomat's President and C.E.O. Diane Weiser stated that
"This first acquisition of a controversial perc dry cleaner by
Ecomat is a stunning example of the successful cooperation
between community residents, public officials, unions,
environmental organizations and environmentally and socially
responsible businesses such as Ecomat. I want to personally
thank each and every shareholder of Ecomat for believing in
our company's goal to end the risks from perc emissions
beginning here in New York City and continuing through our
national and international expansion."
The environmental and health impact of perc on the
public is a nationwide issue. There are approximately
35,000 dry cleaners in the United States who use perc as
their dry cleaning solvent.
Ecomat is the nation's first cleaner and laundromat
franchisor to offer total professional garment care using no
toxic chemicals. The company has contracted for the opening of
thirty-three domestic franchises throughout the United States as
well as three master franchise licenses internationally, and
plans to open more company- owned facilities throughout the Tri-
State region.