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AGREEMENT FOR PURCHASE AND SALE OF BUSINESS

Purchase and Sale Agreement

AGREEMENT FOR PURCHASE AND SALE OF BUSINESS | Document Parties: Mach One Corporation | Modular Process Contractors, LLC | THOMPSEN GROUP, LLC You are currently viewing:
This Purchase and Sale Agreement involves

Mach One Corporation | Modular Process Contractors, LLC | THOMPSEN GROUP, LLC

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Title: AGREEMENT FOR PURCHASE AND SALE OF BUSINESS
Governing Law: Wisconsin     Date: 2/26/2009

AGREEMENT FOR PURCHASE AND SALE OF BUSINESS, Parties: mach one corporation , modular process contractors  llc , thompsen group  llc
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Exhibit 10.1

AGREEMENT FOR PURCHASE AND SALE OF BUSINESS

        This Agreement For Purchase And Sale Of Business (the “Agreement”) is entered into this __ day of February, 2009, by Mach One Corporation, a Nevada corporation (the “Buyer”), and Thomsen Group, LLC, a Wisconsin limited liability company (the “Seller”).

ARTICLE I.

PURCHASE AND SALE

    1.01.        In consideration of the mutual promises and conditions contained in this agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms, conditions, warranties and representations set forth in this Agreement:

    (a)        the business owned by Seller, being conducted under the name Modular Process Contractors, LLC, a Wisconsin limited liability company, located at 3505 Chatham Street, Racine, Wisconsin 53402 (the “Business”);

    (b)        all of the stock in trade, inventory, and merchandise of the Business as described in Exhibit “A” attached to this agreement;

    (c)        all of the fixtures, equipment, and other tangible assets of the Business as shown on attached Exhibit “B”;

    (d)        any leasehold interest owned by Seller under the lease for the premises where the Business is located; and

    (e)        all the trade, business name, goodwill, and other tangible or intangible assets of the Business.

ARTICLE II.

AMOUNT OF PURCHASE PRICE

    2.01.        The total purchase price to be paid by Buyer to Seller for all the properties, assets and rights of the Business described in this Agreement (“Purchase Price”) shall be (a) 500,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred Stock”), convertible into two (2) shares of the Buyer’s common stock for each share of Series B Preferred Stock, plus (b) an earn-out as set forth in an Earn-Out Agreement of even date hereof and attached hereto as Exhibit C.

    2.02.        The Purchase Price is allocated as follows:

      $_____ Inventory

      $_____ Fixtures & Equipment

      $_____ Goodwill, Tradename & Other Tangible Assets

      $_____ Leasehold Improvements

      $_____ Noncompetition Provision

      Total: $_____.


ARTICLE III.

PAYMENT OF PURCHASE PRICE

    3.01.        The total Purchase Price shall be paid at the closing by delivering a stock certificate(s) to the Seller representing the Series B Preferred Stock.

ARTICLE IV.

CLOSING

    4.01.        The closing of the sale and purchase of the Business (“the Closing”) shall take place at the office of the Buyer, located at 6430 Congress Drive, West Bend, Wisconsin 53095, on or before February 28, 2009, or at such other place and date as the parties may agree to in writing.

    4.02.        At the closing the Seller shall:

    (a)        deliver clear and marketable title and ownership to Buyer of all assets subject to this Agreement;

    (b)        execute the Bill of Sale attached as Exhibit “D” to this agreement;

    (c)        execute the Assignment of Assumed Name Certificate attached as Exhibit “E” to this agreement; and

    (d)        execute any other documents necessary to finalize this Agreement.

    4.03.        At the Closing the Buyer shall:

    (a)        deliver the Series b Preferred Stock certificate(s)to Seller; and

    (b)        execute any other documents necessary to finalize this Agreement.

ARTICLE V.

REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS BY SELLER

    5.01.        Seller agrees and warrants and represents to Buyer that:

    (a)        the financial records for the Business, previously inspected by Buyer, contain a full and complete record and account of the financial affairs of this Business and truthfully set forth all liabilities, assets and other matters pertaining to the fiscal or financial condition of this Business through the date of inspection and furthermore, that there have been no material changes in the financial condition of this Business since that time except for transactions normal to this Business;

    (b)        Seller is the lawful owner of this Business and has good right and due authorization to sell it. At the time of signing this Agreement, Seller neither knows nor has reason to know of the existence of any outstanding claim or title, or interest, or lien in, to, or on this Business except as shown on the financial records of this Business inspected by Buyer;

    (c)        all fixtures and equipment sold pursuant to this Agreement are free and clear of any lien (including UCC financing statements) and/or debt unless otherwise set forth in a written statement from Seller to Buyer;

    (d)        Seller owes no obligations and has contracted no liabilities affecting this Business or which might affect the consummation of the purchase and sale described in this Agreement that are not shown on the financial records inspected by Buyer and that have not been expressly disclosed to Buyer;


    (e)        there are no taxes due and owing on account of Seller’s operation of the Business for unemployment compensation, withholding tax, social security tax, sales tax, personal property tax, franchise tax, income tax, and other taxes of any nature;

    (f)        any accounts payable due and owing as of the Closing shall remain the responsibility of Seller and shall be paid promptly as they become due and payable;

    (g)        no litigation, actions or proceedings, legal, equitable, administrative, through arbitration or otherwise, including but not limited to lawsuits, claims or disputes with employees, customers and vendors, etc., are pending or threatened that might affect this Business, the assets being purchased, or the consummation of the purchase and sale described in this Agreement;

    (h)        Seller agrees to indemnify and hold Buyer harmless from any and all claims, causes of actions, damages, or debts, including legal fees, resulting from any actions, occurrences or events occurring prior to the Closing;

    (i)        all mechanical equipment sold pursuant to this Agreement is in good working condition.

ARTICLE VI.

REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY BUYER

    6.01.        Buyer agrees and warrants and represents to Seller that Buyer will duly notify all authorities, suppliers, creditors, and/or other entities that Buyer is to be responsible for all liabilities associated with the operation of the Business, including without limitation withholding taxes, social security taxes, unemployment contributions, salaries, and purchases incurred after the Closing, and Buyer specifically agrees to assume such liabilities as of the Closing.

    6.02        Buyer represents and warrants that all of the Series B Preferred Sto


 
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