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Agreement of Purchase and Sale

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Title:

Agreement of Purchase and Sale

Entities:

Catalina Lighting, Inc.; Hancock Fabrics, Inc.

Date:

2002

Size:

Preview shows 10KB of 65KB total

Price:

$34

ID:

#493583

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► Consumer ► Furniture & Fixtures
► Retail ► Specialty

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		AGREEMENT OF PURCHASE AND SALE

		by
		and
		between

		CATALINA INDUSTRIES, INC.,
		a Florida corporation

		as Seller,

		and

		HANCOCK FABRICS, INC.,
		a Delaware corporation,

		as Buyer

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this Agreement) is made as of the 22nd day of April, 2002 (the Effective Date), between CATALINA INDUSTRIES, INC., a Florida corporation (formerly known as Dana Lighting, Inc., and herein Seller), and HANCOCK FABRICS, INC., a Delaware corporation (Buyer), collectively the Parties and, occasionally, each of the Parties is hereinafter referred to individually as a Party.

FACTUAL CONTEXT

A. Seller is the owner of that certain land (the Land), the improvements thereon (the Improvements), certain of the furniture, fixtures and equipment utilized with respect to the Improvements (the Fixtures), and all rights, instruments, documents of title, transferable licenses, plans, specifications, as-built drawings, warranties by contractors and manufacturers warranties related thereto (collectively the Rights), situate in the County of Lee, State of Mississippi, which Land is described in Exhibit A, attached hereto and incorporated herein. The Land and the Improvements are depicted on the drawing attached hereto as Exhibit B and incorporated herein, and are hereinafter referred to jointly as the Subject Property. The Fixtures are listed in Exhibit C, attached hereto and incorporated herein.

B. The Parties have agreed that, subject to certain conditions, Buyer shall purchase and Seller shall sell the Subject Property, the Fixtures and the Rights, with a simultaneous short-term leaseback of the Subject Property and the Fixtures, and the Parties desire hereby to set forth their agreement with respect to that transaction.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter contained, the Parties mutually agree as follows:

1. On and subject to all of the terms, provisions and conditions of this Agreement, Buyer agrees to purchase, and Seller agrees to sell, the Subject Property, the Fixtures and the Rights (collectively herein the Total Property). The purchase and sale of the Total Property shall be accomplished through an escrow to be established by Buyer with Escrow Agent (as defined in Section 4[a][i] hereof), which escrow is hereinafter referred to as the Escrow.

2. The purchase price for the Subject Property and the Rights shall be Seven Million Three Hundred Fifty Thousand Dollars ($7,350,000.00), hereinafter referred to as the Subject Property Purchase Price. The Subject Property Purchase Price is allocated Four Hundred Forty-six Thousand Six Hundred Ninety-five Dollars ($446,695.00) to Land, Six Million Nine Hundred Three Thousand Three Hundred Four Dollars ($6,903,304.00) to Improvements and One Dollar ($1.00) to the Rights. The purchase price for the Fixtures shall be Three Hundred Fifty Thousand Dollars ($350,000.00), hereinafter referred to as the Fixture Purchase Price. The Subject Property Purchase Price and the Fixture Purchase Price are hereinafter referred to jointly as the Purchase Price. The Purchase Price shall be paid to Seller in cash at Closing (as defined in Section 5[b] hereof).

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