ASSET PURCHASE AGREEMENT
THIS AGREEMENT, made this 1st day of May A.D. 2000 BETWEEN Del Marva
Fisheries, principals Richard L. Sheriff, James L. Gischel, and Theodore F.
Bayer, (hereinafter called Seller), and Powernomics Enterprise Corporation, or
its assignee or nominee (hereinafter called Buyer).
WITNESSETH:
That Seller hereby agrees to sell and convey to Buyer, who hereby
agrees to purchase:
ALL THAT CERTAIN lot or piece of ground known as NE Nealson Street,
Hurlock, Maryland 21643, building affixed thereon, equipment, furnishings,
supplies and all other assets (hereinafter called Assets) of Del Marva
Fisheries, upon the following terms and conditions to wit:--
1. The price or consideration shall be Nine Hundred Fifty Thousand Dollars
($950,000) which shall be paid to the Seller by the Buyer in the way and
manner following, to wit:
A. Ninety Five Thousand ($95,000) Dollars in cash upon the execution of this
agreement receipt whereof is hereby acknowledged.
B. The balance thereof, Eight Hundred Fifty Five Thousand ($855,000) Dollars
in cash or certified check at Settlement.
1. Deposit or hand moneys shall be paid to Del Marva Fisheries. In exchange
for the deposit, Seller grants Buyer access to the premises, for the
purposes of raising and selling fish. Seller will vacate premises and Buyer
will purchase inventory.
2. The Assets are to be conveyed free and clear of all liens, encumbrances and
easements, EXCEPTING HOWEVER, the following:-- Existing building
restrictions, ordinances, easements of roads privileges or rights of public
service companies, and any other -restrictions or conditions of record, if
any provided existing structure and use are not in violation of same;
otherwise the title to the herein described Assets shall be good and
marketable or such as will be insured by any reputable Title Insurance
Company in the County of Dorchester or the adjacent counties at the regular
rates.
3. Settlement shall be made the earlier of December 31, 2000 or six (6) months
from the Securities and Exchange Commission's declaration of effectiveness
of the Buyers Initial Public Offering registration statement. If payment is
not received by that date, Seller shall give written notice to Buyer, Buyer
shall vacate premises, return any equipment in the same working condition
as Buyer had received it and balance of purchase price ($855,000) shall be
cancelled.
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4. Taxes, and Water and Sewer rents, if any, shall be apportioned pro rata as
of the date of Settlement. All Real Estate Transfer Taxes imposed by any
governmental body shall be borne equally by Seller and Buyer.
5. Tender of an executed deed and purchase money is hereby waived.
6. All equipment, furnishings, plumbing, heating and lighting fixtures, and
systems appurtenant thereto, and forming a part thereof, as well as all
ranges and other permanent fixtures, together with screens, shades and
awnings, if any, and all trees, shrubbery and plants now in or on the
Premises herein intended to be conveyed, unless specifically excepted in
this agreement, are included in the sale and purchase price, and shall
become the property of the Buyer upon signing of this agreement, provided
same are in good condition and working order at the time Buyer takes
possession.
7. Property and Casualty insurance shall be maintained by, and at the expense
of, the Buyer and as of the date hereof policies shall be endorsed by the
Insuring Company for the benefit of both Seller and Buyer, as their
respective Interests may appear between the date of this agreement and the
settlement hereof. Upon execution of this agreement, all liability incurred
on or about the property shall become the responsibility of the Buyer, and
the Seller disclaims any and all such liability.
8. In the event the Seller is unable to give a good and marketable title or
such as will be insured by any reputable Title Insurance Company, as above
set forth, Buyer shall have the option of taking such title as the Seller
can give without abatement of price, or of being repaid all moneys paid on
account by Buyer to Seller, and the Buyer shall also be reimbursed for any
Title Company charges incurred; and in the latter event there shall be no
further liability or obligation by either of the parties hereunder and this
agreement shall become null and void.
9. Should the Buyer violate or fail to fulfill and perform any of the terms or
conditions of this agreement then and in that case all sums paid by the
Buyer on account of the purchase price or consideration herein shall be
retained by the Seller as liquidated damages for such breach and the Seller
and Buyer shall be released from all liability or obligation and this
agreement shall become null and void.
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10. Special Provision--Act of Assembly of May 11, 1959, P. L. 303# as amended--
Applicable to cities of the first and second class:
The Seller hereby certifies the following:
A. that the zoning classification of the above described property is C-2
Commercial.
B. that the present use of said property is in compliance with the Zoning Laws
and Ordinances pertaining thereto;
C. that there are not outstanding any notices of an uncorrected violation of
the House, Building, Safety or Fire Ordinances of this City;
D. that the Seller will furnish said Buyer with Certificates issued by the
appropriate city officer indicating compliance (non-compliance) with the
provisions of (a), (b) and (c) hereof
12. It is specifically understood that Buyer shall have the right to assign
this agreement to any party or parties, with the consent of the Seller
which consent will not be unreasonably withheld.
13. This agreement contains the whole agreement between the Seller and Buyer
and there are no other terms, obligations covenants, representations,
statements or conditions, oral or otherwise of any kind whatsoever. It is
agreed that the singular heretofore stated with respect to either the
Seller or Buyer shall include the plural thereof
14. This agreement shall extend to and bind the heirs, executors,
administrators, successors and assigns of the respective parties hereto.
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IN WITNESS WHEREOF the parties hereto have hereunto have set their hands and
seals the day and year first above written.
BUYER: POWERNOMICS ENTERPRISE CORPORATION
By: __________________________(SEAL) Witness: _____________________
SELLER: DEL MARVA FISHERIES
By: ________________________ (SEAL) Witness: ______________________
Richard L. Sheriff
------------------------
James L. Gischel
------------------------
Theodore F. Bayer
