SCCoA Purchase Contract

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gldiii

SCCoA Lifetime Member
CONTRACT OF SALE

THIS CONTRACT is made on April 5th, 2003, between William B. and Patty R. Evanoff of Loveland, Ohio, (hereinafter referred to as “Seller”), and George Davenport of Medina, Ohio (hereinafter referred to as “Buyers”). Mr. Davenport has been is the official representative of the Super Coupe Club of America (hereinafter referred to as the “SCCoA”, or the “Club”) and is acting in this collective group’s best interest.


RECITALS

Seller is the owner of the SCCoA, based in Loveland, OH, and of the assets specified in this contract (collectively “the Club”). Seller desires to sell the club and all the club’s assets to Buyers and Buyers desire to purchase it from the Seller.

THEREFORE, Buyers and Seller agree as follows:

Purchase and Sale

1. Seller shall sell to Buyers and Buyers shall purchase from Seller on the terms and conditions set forth in this Contract, all the following;

a. All the stock-in-trade and merchandise of the Club, including stickers, membership cards, and SC art work;

b. All back issues of the Chargin’ Thunder, the Club newsletters, as well as the originals (electronic and printed);

c. All the fixtures, equipment, and other tangible assets of the Club;

d. The Club web site, Vbulletin Software, “www.sccoa.com” domain name and all remaining funds in the donated Paypal fund;

e. All the trade, Club name, goodwill, and other intangible Club assets;

f. Complete and up to date members list as well as all past member lists back to 1996.


Purchase Price

2. The purchase price shall be $3,000, covering as follows: Stock-in-trade, Fixtures, and Equipment and Good Will;

a. Stock-in-trade is calculated per the sum of the following items and costs:
CT Back Issues, CT Back Issues, Club Car Stickers, Club membership cards, Vbulletin Software.
The purchase price is payable as follows:

a. Buyer shall forward the sum of $600 as earnest money to the Seller upon execution of this Contract;

b. Buyer shall pay 1/3 of the remainder of the purchase price, $800 each month for the next three months. Payments are to be received by the 5th of each month. Final payment is to be received by July 5, 2003;



Warranties by Seller

3. Seller warrants and represents to Buyers that:

a. Seller is the sole owner of the Club with full rights to sell or dispose of it as the Seller may choose, and no other person or persons whatsoever has any claim, right, title, interest, or lien in, to, or on the Club;

b. Seller has no undischarged obligations affecting the Club or the assets being sold under this contract, other than obligations that arose in the usual and regular course of the Club;

c. To the best of the Seller’s knowledge, the purchase and sale will not conflict with or violate any agreement or law to which Seller of the Club is subject;

d. To the best of the Seller’s knowledge, there is no pending or threatened lawsuit, or legal proceeding, or administrative proceeding involving Seller of the Club;

e. Seller has paid in full, or will arrange for the full payment of, all taxes owed by Seller on account of the Club;

f. Seller agrees that he will not participate in another competing Club for Thunderbird and Cougars.



Buyers Representations

4. Buyer agrees to the following items:

a. As a sign of respect and appreciation for years of dedicated service to the Club, Buyer agrees to a lifetime membership in the Club for the Seller’s family. Buyer also will allow Seller to modestly advertise his Super Coupe Performance, LLC business, at no charge, in future Club newsletters and on the Club web site. Buyer also agrees to offer Bill Hull, of Charlottesville, Virginia future membership in the club for his work in starting the SCCoA.

b. Buyer agrees that the Club is never to be utilized as a sales outlet for Thunderbird or Cougar parts;

c. Buyer agrees to allow Seller access to future Club membership lists of people who agree to receive mailings for advertising purposes at no charge;

d. Buyer agrees to allow Seller the right to use any of the contents of the back or future issues of the Clubs newsletters for advertising and information purposes;

e. Buyer agrees to allow Seller the right to temporarily continue to sell SCCoA T-shirts at car shows and on the Super Coupe Performance, LLC web site until the Club wishes to sell shirts on their own;


Closing

5. The closing of the sale and purchase described in this contract shall take place, on April 5th, 2003. At the time of closing, Seller shall execute and deliver to Buyers a bill of sale and other instruments to transfer to Buyers all of the assets of the Club being sold pursuant to this contract.


Risk of Loss

6. Seller assumes all risk of loss, damage, or destruction to the Club and the assets of the Club subject to this Contract until closing. In the event of a loss that substantially impairs the value of the Club, Buyers shall have the right to either terminate this Contract or to close and receive an assignment of the applicable insurance proceeds. If the operation of the Club is terminated or interrupted for a period of 30 days prior to the date of closing of the sale and purchase, except in the regular course of Club, Buyers shall have the right to terminate this contract.


Costs and Expenses

7. All costs and expenses incurred in conducting the purchase and sale described in this Contract in the manner prescribed by this Contract shall be borne by Buyers and Seller in the following manner:

a. Each party, Buyers and Seller, shall pay the fees and charges of the attorneys retained by that party.


Entire Agreement

8. This Contract constitutes the sole and only agreement between Buyers and Seller respecting the Club or the sale and purchase of the Club. This Contract correctly sets forth the obligations of Buyers and Seller to each other as of its date. Any agreements or representations respecting the Club or its sale to Buyers not expressly set forth in this Contract are null and void.


Arbitration

9. Any dispute arising under this contract shall be resolved under the commercial arbitration rules of the American Arbitration Association.

Attorneys’ Fees

10. Should any arbitration or litigation be commenced between the parties to this Contract concerning the Club, this Contract , or the rights and duties of either in relation to the Club or this Contract, the party prevailing in the litigation shall be entitled, in addition to any other relief than may be granted, to a reasonable sum as and for attorneys’ fees in the arbitration or litigation. The sum shall be determined by the court or other person presiding in the arbitration or litigation or in a separate action brought for that purpose.


Indemnity

11. Seller shall indemnify and hold Buyer harmless from and against all liabilities and obligations arising prior to the closing date, except as specifically set forth in this Contract.


Assignment

12. Buyer may desire to assign their interest in the Club and its assets to a newly created entity under the laws of the State of Ohio. Nothing in this contract shall be construed to require the consent of the Seller to said assignment.


Binding on Heirs

13. This Contract shall be binding on and shall insure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties.


Executed at Loveland, Ohio, this 5th day of April, 2003


____________________________________
Patty R. Evanoff, Seller

____________________________________
William B. Evanoff, Seller


Executed at Medina, Ohio, this ______ day of __________________, 2003


____________________________________
George Davenport, Buyer
 
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