ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into this
10th day of June, 1999, by the Money Market, Inc., an Indiana corporation (the
"Buyer"), and Easy Money of Indiana, Inc. (the "Seller") to purchase and sell
certain assets owned by Seller;
WHEREAS, Seller desires to sell, assign and transfer to Buyer or its
nominee certain of the assets of Seller as set forth on EXHIBIT A attached
hereto and by this reference made a part hereof (the "Assets") and Buyers desire
to purchase the Assets from Seller, subject to the terms of this Agreement, and
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained including the above preamble, the parties hereto, intending to
be legally bound, and upon acceptance by Seller by his signature hereof agree as
follows:
1. PURCHASE AND SALE OF ASSETS. At the closing referred to in
Section 3, the Seller shall sell and assign to the Buyer, and the Buyer shall
purchase and acquire from the Seller, the Assets, free and clear of any claims,
liens or encumbrances of any nature whatsoever. The Assets to be sold and
assigned are set forth on EXHIBIT A attached hereto and made a part hereof.
2. PURCHASE PRICE.
2.1. AMOUNT OF CONSIDERATION. As consideration for the
Assets to be purchased by the Buyers on the Closing Date the Purchase Price
shall be paid to the Seller in the form of a cash payment, certified or
cashier's check or wire transfer in the aggregate sum equal to two (2) times
"Receivables" subject to adjustment as set forth below in Section 2.2 (the
"Purchase Price"). For purposes of this Section 2.1, "Receivables" shall mean
the value of active loan agreements excluding (i) loans which are delinquent
by four (4) or more days as outlined in Seller's "check-held report"
previously delivered to Buyer and (ii) fees associated with such loans.
2.2 [INTENTIONALLY OMITTED]
2.3 LIMITATION ON ASSUMPTION OF LIABILITIES. The Buyer
shall not assume or be responsible for any liabilities or obligations of the
Seller of any type or nature whatsoever. Nothing in this Agreement may be
construed an assumption of any of Seller's liabilities by Buyer.
3. CLOSING. The closing under this Agreement shall take place not
later than June 16, 1999 at the offices of the Seller at 0000 X. 00xx Xxxxxx,
Xxxxxxxxxxxxxx, XX or at such other place or time as the parties may agree upon
in writing. The date on which the closing is held is referred to as the "Closing
Date". At the Closing, Seller will deliver the Purchase Price to Seller and
Seller will execute and deliver to Buyer a Xxxx of Sale, in form
satisfactory to Buyer, selling, assigning and transferring the Assets to Buyer
(the "Xxxx of Sale"), together with any additional instruments or documents
reasonably requested by Buyer to transfer title of the Assets to Buyer.
4. REPRESENTATIONS AND AGREEMENTS OF THE SELLER. The Seller
represents and warrants to the Buyer that:
4.1 TITLE TO ASSETS. The Seller has and can convey good
and marketable title to, and has the right to transfer to Buyer, all of the
Assets, subject to no claims, charges, liens or encumbrances. Upon execution of
this Agreement and execution and delivery of the Xxxx of Sale, Buyer will have
good and clean title to the Assets, subject to no claims, charges, liens or
encumbrances.
4.2 ACCOUNTS RECEIVABLE. All accounts receivable of the
Seller represent valid obligations arising from sales actually made in the
ordinary course of business and all of such accounts receivable current and
collectible within ____ days after the first day on which they become due. There
is no contest, claim, or right of set-off relating to the accounts receivable
included in the Assets.
4.3 CUSTOMER LIST. The names on the customer list
included in the Assets represent actual former and current customers of Seller
and no other persons and the customer list includes all of Seller's former and
current customers.
4.4 DUE AUTHORIZATION. The Seller has full power and
authority to enter into and perform this Agreement in accordance with its terms;
the execution, delivery and performance of this Agreement by the Seller have
been duly authorized by all necessary corporate action of the Seller; and this
Agreement is a valid and binding obligation of the Seller enforceable in
accordance with its terms.
4.5 NON-COMPETE AGREEMENT. The Seller agrees that for a
period of 2 years after the date hereof that Seller, any partnership,
corporation, limited liability company, joint venture or any combination thereof
or any other entity in which Seller maintains an ownership or interest will
refrain from competing with Buyer in and around Jeffersonville, Indiana, will
not solicit any customers or prospective customers of the Buyer's business, will
not divert or take away or attempt to divert or take away any of the customers
of Buyer, and will not use, disclose or permit others to use or disclose any
confidential information about the business except the Buyer hereof. Effective
as of the Closing Date, Seller shall cease doing business as a payday lender.
5. FURTHER AGREEMENTS OF THE PARTIES.
5.1 EXPENSES. Each party shall bear all of its expenses incurred
in connection with the negotiation and preparation of this Agreement and
consummating the transactions contemplated thereby.
5.2. FURTHER ASSURANCES. At any time and from time to time after
the closing, each of the parties shall, without further consideration, execute
and deliver such additional instruments of transfer and assumption, and shall
take such other action, as the other parties may request to carry out the
transactions contemplated by this Agreement and effect an orderly transaction.
6. SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION.
6.1 INDEMNIFICATION. The Seller shall indemnify and hold the Buyer
harmless from and against any loss, liability, damage or expense (including, but
not limited to, reasonable attorneys' fees) based upon, arising out of or
otherwise resulting from (a) any material inaccuracy in any representation or
any breach of any warranty, covenant or agreement of the Seller contained in
this Agreement or in any certificate or instrument delivered by any of them
pursuant to this Agreement, or (b) all liabilities and obligations of the
Seller. The Buyer shall indemnify and hold the Seller harmless from and against
any loss, liability, damage or expense (including, but not limited to,
reasonable attorneys' fees) based upon, arising out of or otherwise resulting
from any material inaccuracy in any representation or any breach of any
warranty, covenant or agreement of the Buyer contained in this Agreement or in
any certificate or instrument delivered pursuant to this Agreement.
6.2 SURVIVAL OF CLAIMS, NOTICES, DEFENSE. The representations and
warranties hereunder shall survive closing. If any claim is made that, if
sustained, would give rise to a right of indemnification under this Agreement,
the party against whom the claim is made shall promptly cause notice of the
claim to be delivered to the indemnifying party and shall afford the
indemnifying party and its counsel; at the indemnifying party's sole expense,
the opportunity to defend or settle the claim. If such notice and opportunity
are not given to the indemnifying party or if any claim is compromised or
settled without the indemnifying party's written consent, no liability for
indemnification under this Agreement shall be imposed upon the indemnifying
party by reason of such claim.
7. MISCELLANEOUS
7.1 NOTICES. Any notice or other communication under this
Agreement shall be in writing and shall be considered given when delivered
personally or mailed by certified or registered mail, return receipt
requested, or by confirmed facsimile, as follows:
If to Buyer: The Money Market, Inc.
c/o SHC Corp.
000 X Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
copy to: Xxxxxx X. Xxxxx, Esq.
Xxxxxx & Xxxxx, Ltd.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
If to Seller: Xxxxxx Xxxx
0000 Xxxxxxxxxxx Xxxxx Xxxx.
Xxxxxxxxxx, XX 00000
7.2 ENTIRE AGREEMENT. This Agreement, including its exhibits,
contains a complete statement of all the agreements among the parties with
respect to its subject matter, supersedes any previous agreements among them
relating to that subject matter, and cannot be changed or terminated orally.
7.3 HEADINGS. The section headings of this Agreement are for
reference purposes only and are to be given no effect in the construction or
interpretation of this Agreement.
7.4 GOVERNING LAW. The agreement shall be governed by and
construed in accordance with the law of the state of Illinois applicable to
agreements made and to be performed in Illinois.
7.5 SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.
7.6 ASSIGNMENT. Seller may not assign its rights under this
Agreement.
7.7 BROKERS. Each of Buyers and Seller represent and warrant that
no brokers or finders, real estate agents or others claiming a fee arising from
or out of this transaction have been engaged. Neither Buyers nor Seller have
received notice of any such claim.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
SELLER: BUYER:
EASY MONEY OF INDIANA, INC THE MONEY MARKET, INC.
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxxxx
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Title: Chairman Title: President
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XXXX OF SALE
THIS XXXX OF SALE is executed this 16th day of June, 1999 pursuant to
that certain Asset Purchase Agreement dated 6-16, 1999 (the "Agreement") by and
among Easy Money of Indiana, Inc., an Indiana corporation ("Seller"), and The
Money Market, Inc., an Indiana corporation ("Buyer").
WITNESSETH
INTENDING TO BE LEGALLY BOUND and for good and valuable consideration,
the receipt of which is hereby acknowledged, Seller does hereby sell, convey,
transfer, assign and deliver to Buyer all of Seller's right, title and interest
in and to the following property of Seller:
1. Seller's customer list attached hereto as EXHIBIT A;
and
2. All of Seller's outstanding amounts receivable as set
forth on EXHIBIT B;
Seller hereby warrants to Buyer that it has absolute title to the
assets, free and clear of all liens, claims and encumbrances of any kind and
nature, that it has full legal right and authority to sell the same to Buyer,
and that Seller will warrant and defend the title to the same against all
persons.
Seller hereby covenants that it will execute and deliver such further
instruments and do such further acts as may be necessary to accomplish the
purposes of this instrument and to transfer to Buyer, any and all property and
assets which are to be transferred pursuant to the Agreement by this Xxxx of
Sale. This instrument shall be binding upon Seller and its successors and
assigns.
IN WITNESS WHEREOF, this Instrument of Assumption has been executed on
the date first above written.
EASY MONEY OF INDIANA, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Title: Chairman
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Approved:
THE MONEY MARKET, INC.
By: /s/ Xxxxx Xxxxxxxx
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Title: President
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