Exhibit 10.24
AGREEMENT FOR PURCHASE AND
SALE OF BUSINESS AND ASSETS
THIS AGREEMENT FOR PURCHASE AND SALE
OF BUSINESS AND ASSETS the “Agreement” is by and
between VCG Holding Corp., a Colorado corporation, (VCG) or assigns
hereafter referred to as “Buyer”, and Consolidated
Restaurants Limited, LLC, a Colorado LLC, hereafter referred to as
“seller” and is effective August 2,
2006.
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1.
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WHEREAS, Seller
owns including the goodwill thereof and operates a certain tavern
and cabaret known by the tradename of “Appaloosa”,
hereafter referred to as the “Business”, and
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2.
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WHEREAS,
Seller’s Business is located at 5975 Terminal Avenue,
Colorado Springs, Colorado, 80915 hereafter referred to as the
“Property”, and
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3.
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WHEREAS, Seller
owns and uses the following in connection with its
Business.
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A.
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A Colorado
Tavern Liquor License and El Paso County sexually oriented business
license.
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B.
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All furniture,
fixtures and equipment, located on the premises of the nightclub.
All inventories, equal to the values shown on the June 30, 2006
financial statements, including cash on hand and ATM
monies.
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C.
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A Lease for the
Property, a copy of which is attached as Exhibit
“A”.
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4.
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WHEREAS, Seller
desires to sell its Business and the Assets to Buyer and Buyer
desires to purchase the same from Seller upon the terms, covenants
and conditions as set forth hereinafter, and
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5.
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WHEREAS, Buyer
and Seller desire to memorialize the terms, covenants and
conditions by this Agreement.
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NOW, THEREFORE, IN CONSIDERATION OF
THE MUTUAL COVENANTS, AGREEMENTS, REPRESENTATIONS, AND WARRANTIES
CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AS
FOLLOWS:
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6.
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Sale of
Business and Assets .
Subject to the terms and conditions set forth in this agreement,
Seller agrees to sell, convey, transfer, assign, and deliver to
Buyer and Buyer agrees to purchase from Seller its Business and
Assets.
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7.
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Consideration
. As full payment for the transfer
of the Business and Assets from Seller to Buyer, Buyer shall pay to
the Seller the sum of One Million Four Hundred Thousand Dollars
($1,400,000.) to be paid at closing in the form of One Million
Dollars ($1,000,000.) in certified funds and a promissory note in
the amount of Four Hundred Thousand Dollars ($400,000.)
“Exhibit B” attached.
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VCG will have placed One Hundred
Thousand ($1,00,000.) in escrow upon execution of this agreement.
Escrow to Tom Todd Attorney 404-630 7100 Escrowed funds are
refundable if the agreement fails to close due to the seller. They
are non refundable if failure to close is due to the purchaser,
except as described in section 16.
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8.
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Allocation
of Responsibilities and liabilities .
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A.
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Seller shall be
responsible for all obligations, duties and liabilities owed with
respect to the Business and Assets prior and up to the day before
the Date for Possession. Seller agrees to hold Buyer exempt and
harmless from any obligations, duties and liabilities arising prior
to the Date for Possession.
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If any claim that is Seller’s
responsibility arises after the Date for Possession and the claim
is asserted against Buyer, then Buyer shall give notice of said
claim to Seller within ten (10) days following its receipt of it.
Seller shall be responsible for answering to the claimant and
resolving the claim. If Seller fails to answer the claimant, then
Buyer may do so and resolve the claim. If Buyer is required to pay
any monies to resolve any claim unanswered by the Seller, then
Buyer shall give notice to Seller of any monies paid and Seller
shall reimburse said amount to Buyer within 10 (10) days
thereafter. If Seller fails to reimburse Buyer for any monies paid
by Buyer to resolve any claim unanswered by Seller.
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B.
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Buyer shall be
responsible for all obligations, duties and liabilities owed with
respect to the Business and Assets on and after the Date for
Possession. Buyer agrees to hold Seller exempt and harmless from
any obligations, duties and liabilities arising after the Date for
Possession.
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If any claim that is Buyer’s
responsibility arises after the Date of Possession and the claim is
asserted against Seller, then Seller shall give notice of said
claim to Buyer within the (10) days following its receipt of
same. Buyer shall be responsible for answering to the claimant and
resolving the claim if Buyer fails to answer the claimant, then
Seller may do so and resolve the claim. If Seller is required to
any monies to resolve any claim unanswered by Buyer, then Seller
shall give notice to Buyer of any monies paid and Buyer shall
reimburse said amount to Seller within ten (10) days thereafter. If
Buyer fails to reimburse Seller for any monies paid by the Seller
to resolve any claim unanswered by Buyer, then Seller may bring an
action against Buyer to enforce the collection of said monies paid,
including reimbursement of any attorney’s fees and costs
incurred.
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9.
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Date of
Possession . Buyer shall
take possession of the Business and Assets upon approval of a
transfer of liquor permit and sexually oriented business license
issued by the County of El Paso and the State of Colorado or any
other required permit to operate.
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2
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10.
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Timely
Application for Transfer of Liquor License . Not later than September 1, 2006, Buyer
shall submit an application for transfer of the Liquor License.
Buyer shall be responsible for the payment of fees required in
connection with the application.
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11.
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REPRESENTATIONS AND WARRANTIES OF
SELLER . Seller
represents and warrants that:
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A.
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Title . Seller is the owner, beneficially and of
record, of the Business and the Assets. Seller may transfer the
liquor license.
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B.
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Furniture,
Fixtures and Equipment .
All Furniture, Fixtures and Equipm
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