EXHIBIT 10.6
ASSET PURCHASE AGREEMENT
This
Agreement executed this 19th day of May, 2008 and effective
July 1, 2008 (the “Closing Date”) between Ferrara
International Logistics, Inc., a New Jersey corporation with
its principal place of business at 640 Dowd Avenue, Elizabeth,
New Jersey (hereinafter “FIL”) and Janel World
Trade, Ltd., a Nevada corporation with its principal place of
business at 150-14 132
nd Avenue,
Jamaica, New York 11434 (hereinafter
“Janel”).
WHEREAS,
FIL is the owner of, among other businesses, a Customs
Brokerage business at its 640 Dowd Avenue, Elizabeth, New
Jersey premises (hereinafter “the
Business”).
WHEREAS,
FIL desires to sell certain specified assets constituting
substantially all of the assets of the Business and Janel
wishes to acquire certain specified assets, but no
liabilities, claims or debts, of the Customs Brokerage
Business of FIL to integrate into Janel's
operations.
THEREFORE,
in consideration of the premises and the covenants contained
herein, the Parties agree as follows:
I.
PURCHASE AND SALE OF ASSETS
1.
FIL agrees to sell, assign, transfer and deliver to Janel all
the books, records, forms, manuals, internet access codes,
goodwill, customer lists and customer contact information,
telephone, yellow page, trade journal listings pertaining to
FIL’s customs brokerage business.
2.
The amounts allocated to each Asset in Exhibit A, all of which
are included in the Purchase Price, shall be used by all of
the Parties for reporting for federal tax purposes. The
necessary tax filings in order to comply with Internal Revenue
Code Section 1060 is attached as Exhibit J. Janel’s
accountant shall complete such form.
3.
Janel shall not assume responsibility for any Liabilities of
any nature or type related to, or due by, FIL, or the
Business. Janel is purchasing the Assets free and clear of all
liens and encumbrances. The transaction described in this
section is referred to as the “Sale”. FIL
expressly acknowledges that Janel has no responsibility for
any Liabilities due to any suppliers to the Business arising
prior to the date of this Agreement.
4.
The Sale shall not include FIL’s interests in any
accounts receivable.
PURCHASE PRICE
5.
FIL represents that the Earnings before Interest, Taxes,
Depreciation and Amortization (“EBITDA”) of the
business for fiscal year 2007 was $700,000 and further
represents its good faith belief that EBITDA of the business
for fiscal year 2008 will meet or exceed
$700,000.
6.
Janel agrees to pay a total purchase price for the Sale of the
Business of Two Million One Hundred Thousand Dollars
($2,100,000.00). Prior to closing, FIL will make available its
financial books and records for inspection and audit by Janel.
Subject to the provisions of Paragraphs 7 and 8 hereof, the
total purchase price will be paid as follows:
a)
Six Hundred Thousand Dollars ($600,000.00) payable in cash
upon closing;
b)
Six Hundred Thirty Thousand Dollars ($630,000.00) payable in
shares of Janel World Trade, Ltd. stock, valued at the closing
market price of the stock on the Friday immediately prior to
the closing date (the “stock allocation”). The
stock allocation will be held by Janel until three years
following the closing date and will be delivered to FIL, less
any reduction pursuant to Paragraph 8 hereof.
c)
Four Hundred Thirty-five Thousand Dollars ($435,000.00)
payable in cash one year following the closing
date.
d)
Four Hundred Thirty-Five Thousand Dollars ($435,000.00)
payable in cash three years following the closing
date.
7.
In the event the total EBITDA of the Business for the three
years immediately following the closing fails to equal Two
Million One Hundred Thousand Dollars ($2,100,000.00), Janel
shall be entitled to a reduction of the Total Purchase Price
in an amount equaling three times the total three year EBITDA
shortfall (&l
| 
