PERSONAL PROPERTY SALES AGREEMENT
Exhibit 10.3
THIS
AGREEMENT is made this 16th day of December, 2005, by and among Steak n Shake
Operations, Inc., an Indiana corporation ("Seller") and ▇▇▇▇▇▇ Operations,
Inc.,
a North Carolina corporation, having its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or its assigns (collectively the
"Purchaser").
RECITALS
| A. |
Seller
and Purchaser have entered into that Unit Franchise Agreement whereby
Purchaser will become a franchisee of Seller and Seller will transfer
its
interest in certain real and personal property located in the Greenville,
S.C. metropolitan area to
Purchaser.
|
| B. |
The
Seller and Purchaser have entered into a separate agreement for the
sale
of the real property and all improvements thereon located at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. (the
"Real Estate"; and
|
| C. |
In
addition to transferring the Real Estate, Purchaser is desirous of
buying
and Seller is willing to sell all of the good will, inventory, equipment,
furniture and fixtures associated with the operation of its restaurant
on
the Real Estate under the terms and conditions set for herein;
and
|
| D. |
The
parties also desire to set forth certain terms governing the disposition
of certain receivables, bank deposits and ▇▇▇▇▇
cash.
|
NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants,
promises and agreements herein set forth, receipt and sufficiency of which
is
hereby acknowledged, Seller and Purchaser mutually agree as
follows:
1. PURCHASE
OF ALL PERSONAL PROPERTY ON OR AT THE REAL ESTATE
Purchaser
agrees to purchase and Seller agrees to sell all good will, together with the
inventory (including, without limitation, all food items, all beverage items,
all unopened
paper supplies, uniforms and boxed pots, pans, utensils, silverware, dishes
and
glassware)), equipment, furniture and fixtures listed on Schedule 1, attached
hereto and incorporated by reference, located in and on the Real Estate (the
"Personal Property"). The parties acknowledge that expressly excluded from
the
assets sold hereunder are the following items: cash, receivables, Third-Party
owned equipment.
| 2. |
CONTINGENCIES
|
The
Parties’ obligations to purchase the personal property sold hereunder is
contingent upon the consummation of the sale of the Real Estate by Purchaser
and
the commencement of the franchise contemplated by the Unit Franchise
Agreement.
| 3. |
PURCHASE
PRICE
|
The
purchase price for the Personal Property will be: Two
Hundred Two Thousand Two Hundred Dollars and 00/100 ($202,200.00).
The
purchase price shall be paid in cash to Seller at closing.
| 4. |
WARRANT
TITLE
|
Seller
warrants that it is the owner of all of the personal property sold hereunder
free and clear of any liens or encumbrances and that to the best of Seller’s
actual knowledge, there are no restrictions that prevent or prohibit Seller
from
transferring title to all such personal property to Purchaser at
closing.
| 5. |
USE
PENDING CLOSING
|
Seller
shall not sell or transfer any of the Personal Property except for inventory
in
the normal course of business.
| 6. |
INSPECTION
|
The
parties shall conduct a walk-through inspection prior to closing to verify
the
conditions and status of all Personal Property on the Real Estate. If Personal
Property is not at the Real Estate, Purchaser shall deduct the value of said
items, as reasonably determined by the Purchaser, from the Purchase
Price.
| 7. |
▇▇▇▇
OF SALE
|
At
closing, the Seller shall tender a ▇▇▇▇ of Sale transferring the Personal
Property to Purchaser, and assigning all warranties.
8. RECEIVABLES
Any
receivables arising out of the operation of the restaurant prior to the closing
date (as the same are described in Section 10 hereof) will be collected by
the
Seller. In the event that any such receivables are subsequently paid to
Purchaser, they will be forwarded to Seller within ten (10) days of
receipt.
9. BANK
DEPOSITS AND ▇▇▇▇▇ CASH
Any
Bank
Deposits arising from the operation of the restaurant on the Real Estate prior
to the closing date, shall be the property of Seller and shall be deposited
into
Seller’s account as of the closing date. Any ▇▇▇▇▇ cash or cash register change
will be counted at the time of the inspection (as described in Section 6
hereof). Purchaser will be billed the amount of such ▇▇▇▇▇ cash and change
and
will reimburse Seller within seven (7) days after Purchaser’s receipt of a
written demand therefore, which shall itemize such amounts.
10.
CLOSING
Closing
shall take place simultaneously with the transactions for the transfer of
Seller’s interest in the Real Estate, at a mutually agreed upon location unless
extended by mutual agreement of the parties. Seller shall surrender possession
of the Personal Property at closing.
EXECUTED
on this, the 16th day of December, 2005, by Purchaser.
|
▇▇▇▇▇▇
Operations, Inc., a North Carolina
corporation
|
By:
__/s/ ▇▇▇▇▇ ▇. Kelley___________________________________
Title:___President_________________________________
EXECUTED
on this, the 16th day of December, 2005, by Seller.
STEAK
N
SHAKE OPERATIONS, INC., an Indiana corporation
By:
/s/ ▇▇▇▇▇ ▇. Milne_________________________________
Name:
________David C. Milne____________________________
Title:
General Counsel,
Secretary
SCHEDULE
1
EQUIPMENT,
FURNITURE AND FIXTURE LIST
(Omitted from filing)