Ault Investments, Inc. WHEREAS, the Asset Sellers and the Asset Purchasers all desire that the Asset Sellers sell, transfer, convey and assign all of the assets owned by each of them which are associated or used in connection with the operation of each of the Adult Cabarets to the Asset Purchasers, on the terms and conditions set forth herein;.
NOW, THEREFORE , in consideration of the premises, the mutual covenants and agreements and the respective representations and warranties herein contained, and on the terms and subject to the conditions herein set forth, the parties hereto, intending to be legally bound, hereby agree as follows:. Section 1. On the Closing Date as defined in Section 2. Exhibit 1. Specifically excluded from the Purchased Assets of each Asset Seller are i the corporate seals, books, accounting records and records related to corporate governance of the Asset Seller ii all Asset Seller bank accounts and all Asset Seller monies including cash on hand as of the Closing Date, iii all credit card receipts and ATM purchases as of the Closing Date and iv all other assets listed on Exhibit 1.
The Asset Sellers shall pay when due any sales, transfer, excise, or other taxes which may be imposed in any jurisdiction in connection with or arising from the sale and transfer of any of the Purchased Assets to the Asset Purchasers.
The Asset Sellers acknowledge that any applicable provisions of any tax clearance or bulk sales laws pertaining to the transactions contemplated by this Agreement are being complied with and that the Asset Sellers, jointly and severally, agree to indemnify and hold harmless the Asset Purchasers from and against any and all liabilities arising out of or relating to any such tax clearance or bulk sales law.
Any such liability shall be an Excluded Liability. The Purchase Price shall be payable at Closing, as follows:. C The Promissory Note will contain usual and customary terms and conditions, including usual and customary default provisions. Additionally, a default under the Real Estate Note as defined in Section 2. In the event the Reduction Amount exceeds the then outstanding principal amount, the Asset Sellers will have no obligation to repay to JAI the difference between such amounts.
