Exhibit 10.1
Asset Purchase Agreement
Asset Purchase Agreement by and among Universal Tanning Ventures, Inc., a
Delaware corporation, having its principal place of business located at 1025
Greenwood Blvd., Suite 121, Lake Mary, Florida 32746 ("Universal Tanning"), UT
Holdings, Inc. ("Holdings"), a Delaware corporation and wholly owned subsidiary
of Universal Tanning, having its principal place of business at 1025 Greenwood
Blvd., Suite 121, Lake Mary, Florida 32746 ("Buyer,") and Altamonte Tan, Inc.
dba Tan USA #9, a Florida S Corporation doing business at 600 E Altamonte Drive,
Altamonte Springs, Florida 32701 ("Seller,") hereby agree as follows:
ARTICLE 1.
PURCHASE AND SALE OF ASSETS.
1.01. Assets Being Purchased. Seller shall sell to Buyer and Buyer shall
purchase from Seller on the terms specified in this Agreement, the tangible and
intangible assets listed and shown on the attached schedule marked EXHIBIT I -
Asset Listing by Group (hereinafter called the "Assets"). Such Assets being all
of the Assets currently used by the Seller in the conduct of his retail tanning
salon business under the name "Altamonte Tan, Inc. dba Tan USA #9." In
connection with the sale of the Assets, and at the Closing (as hereinafter
defined), the Seller shall execute and deliver to and in favor of the Buyer, an
Assignment and Bill of Sale and such other instruments as may be required in
order to transfer of record all right, title and interest of the Assets to the
Buyer except as otherwise herein expressly provided.
1.02. Liabilities Assumed. The Buyer shall assume only those liabilities of
Seller set forth on Exhibit II hereto (the "Assumed Liabilities")
1.03. Purchase Price. At the Closing (as hereinafter defined), Buyer shall
pay seller $30,000 USD.
1.04. Closing. The sale and purchase described in this Agreement shall be
consummated on or before February 14, 2002 ("Closing" or "Closing Date"), or
such other date as shall be mutually agreed by the parties, at the offices of
Greenberg Traurig, LLP, 111 North Orange Avenue, Suite 2050, Orlando, FL 32801
or a place mutually agreed to buy both the Buyer and Seller.
ARTICLE 2.
REPRESENTATIONS AND WARRANTIES BY SELLER.
2.01. Title to Assets. Seller has good and marketable title to all assets
covered by this Agreement. Seller's title to all assets is free and clear of any
liens, encumbrances, or other defects.
2.02. Authority to Sell. Seller has complied with all of the requirements
of any applicable law of the State of Florida relative to the sale of assets
described in this Agreement and that prior to Closing, all of the consents,
approvals and notices that may be required by law or by agreements to which
Seller may be a party will be obtained and given, respectively.
2.03. Liabilities. Except as set forth on Exhibit II hereto, there are no
liabilities to which the Seller's assets are subject. The Assumed Liabilities
all arose in the ordinary course of business.
2.04. Defaults and Violations. Seller is not in default or material
violation of any contracts, agreements, leases, or other instruments or
obligations relating to the Assets to be sold and transferred to Buyer pursuant
to this Agreement, and this Agreement and the purchase and sale to be
consummated pursuant to this Agreement will not create or cause a default or
material violation of any contract, agreement, lease or other instrument to
which Seller may be a party. All contracts and agreements, and other obligations
of Seller related to the Assets are attached hereto as Exhibit III.
2.05. Taxes. All Federal, state and local tax returns and payments relating
to the Assets that have become due from Seller to the date of this Agreement
have been timely filed and timely paid by it including any returns or taxes due
for: (1) state or federal income or franchise tax, (2) personal or real property
tax levied on any of the assets, (3) sales tax, or (4) other tax. All tax
returns and payments for the above taxes relating to the Assets which become due
between the date of this Agreement through the Closing Date shall be timely
filed and paid by Seller.
2.06. Litigation. There is now no litigation pending against it of which it
or its officers are aware that will, might, or could affect consummation of the
purchase and sale described in this Agreement or transfer of title of any of the
Assets in good and marketable condition to Buyer and Seller is not aware of any
threatened litigation which may affect the consummation of the purchase and sale
described in this Agreement.
2.07 Intellectual Property. To the best of Seller's knowledge, none of the
Assets to be purchased hereunder including, but not limited to, the software
code, trademarks and tradenames enumerated on Exhibit I, violate or infringe any
patents, trademark, service mark, copyrights, trade secrets or other
intellectual property rights of any third person.
2.08 Survival of Warranties. Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES BY BUYER.
3.01. Consents, Approvals and Notices. Buyer has complied with all of the
requirements of any applicable law of the State of Delaware, its state of
organization, relative to its purchase of the Assets described in this Agreement
and that prior to Closing, all of the consents, approvals and notices that may
be required by law or by agreements to which Buyer may be a party will be
obtained and given, respectively.
3.02. Litigation. There is now no litigation pending against it of which it
or its officers are aware that will, might, or could affect consummation of the
purchase and sale described in this Agreement and Buyer is not aware of any
threatened litigation which may affect the consummation of the purchase and sale
described in this Agreement.
3.03. Due Organization. Buyer is a corporation duly organized and existing
under the General Corporation Law of the State of Delaware and that its power as
a corporation has never been and is not now suspended.
3.04. Authority to Buy. This Agreement has been approved by Buyer's Board
of Directors and that Buyer has full power and authority to both execute and
perform this contract.
3.05. Survival of Warranties. Buyer agrees that all warranties made by it
in this Agreement shall survive the Closing.
ARTICLE 4.
OPERATION OF ASSETS.
4.01. Seller to Continue Business. Seller shall continue to operate its
business as it is currently being operated until the Closing. Any and all risk
of loss or damages to the Assets during such period from any and all causes
shall be borne by the Seller.
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ARTICLE 5.
SELLER'S AND BUYER'S COVENANTS.
5.01. Conduct of Business. From the date of this Agreement to the Closing,
Seller shall operate the business as it is currently being conducted without
causing detriment thereto, shall maintain in effect all governmental permits and
approvals necessary for the operation of the business as it is now being
conducted, and shall maintain the relationships with all persons and entities
with whom Seller currently is doing business. After the Closing the Seller's
business shall be conducted by the Seller. See 7.01. Terms of Closing.
5.02. Buyer's Investigation. Seller shall make available to Buyer at all
reasonable times all books and records of the business and such other items as
may be from time to time requested by Buyer.
5.03 Relinquishment of Name. Immediately following the Closing, Seller
shall cause himself and all others who currently are using the name " Altamonte
Tan, Inc. dba Tan USA #9" to relinquish the use of the name by all appropriate
acts and filings as may be required with various state and local authorities,
and to acknowledge that Seller and all other persons have no rights with respect
to the use and exploitation of the name " Altamonte Tan, Inc. dba Tan USA #9",
unless otherwise permitted in writing by the Buyer.
ARTICLE 6
MISCELLANEOUS.
6.01. Entire Agreement. This instrument with its attachments constitutes
the entire agreement between Buyer and Seller respecting the Assets or the sale
of the Assets to Buyer by Seller, and any agreement or representation respecting
the Assets or their sale by Seller to Buyer not expressly set forth in this
instrument is null and void.
6.02. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section 6.02 prior to 5:30 p.m. on a Business
Day, (ii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iii) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows:
if to Buyer, to:
Frank Ioppolo, Jr.
Greenberg Traurig, LLP
111 North Orange Avenue
Suite 2050
Orlando, Florida 32801
If to Seller, to:
Glen Woods
600 E Altamonte Drive
Altamonte Springs, Florida 32701
6.03. Assignment. This Agreement may not be assigned by either party to any
other person or corporation without the express written consent of the other
party to this Agreement.
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6.04. Governing Law. This Agreement shall be governed and all rights and
liabilities under it determined in accordance with the laws of the State of
Florida, without regard to the conflicts of laws principles thereof.
6.05. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one Agreement.
6.06. Expenses. Each party shall pay all costs and expenses incurred by it
in negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated herein and hereby.
6.07. Further Assurances. The parties agree that at any time and from time
to time after the Closing Date, they will execute and deliver to any other party
such further instruments or documents as may be reasonably required to give
effect to the transactions contemplated hereunder.
ARTICLE 7
TERMS OF CLOSING
7.01. Seller's Right of Repurchase. Seller has a right of purchase of all
of the issued and outstanding shares of UT Holdings, Inc., a Delaware
corporation, and a wholly owned subsidiary of Universal Tanning Ventures, Inc.,
a Delaware corporation for a period of 3 years from the date of this agreement.
The purchase price will be ALL of the shares received by seller in this purchase
agreement less 200,000 shares, subject to adjustment for changes in business
conditions.
7.02. Closing Contingent on Buyer Notification. The closing of this
purchase agreement is contingent on notification to the seller, either in
written or verbal form, from the buyer, that the Buyer has the proper funding to
execute this purchase agreement. This notification must occur from the buyer
within 30 days of the date of this purchase agreement.
7.03. Employment Agreement. The closing of this purchase agreement is
contingent upon the signing of the employment agreement by Glen Woods. See
Exhibit IV.
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IN WITNESS WHEREOF, the Buyer, and the Seller., have, signed and delivered
this agreement and agree to be bound by the terms hereof as of this 28th day of
February, 2002.
___________________________ Altamonte Tan, Inc.
Glen Woods A Florida corporation
By /s/ Glen Woods
---------------------------------
Name: Glen Woods
----------------------------
Title: President
---------
A Duly Authorized Signatory
___________________________ UT Holdings, Inc.
Glen Woods A Delaware corporation
By /s/ Glen Woods
--------------------------------
Name: Glen Woods
-------------------------
Title: President
-----------------,
A Duly Authorized Signatory
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