UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 16, 1999
THE QUIZNO'S CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-23174 84-1169286
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1415 Larimer Street, Denver, Colorado, 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 291-0999
None
(Former name or former address, if changes since last report)
ITEM 2 . ACQUISITION OR DISPOSITION OF ASSETS. The Quizno's Corporation
announced that on November 16, 1999 its subsidiary QUIZ-DIA, Inc. purchased the
assets of ASI-DIA, Inc. for a total of $4.875 million in cash. The purchase
price was paid using available cash. Assets include two Quizno's Classic Subs
restaurants and three bars, including THE WWW.COWBOY Bar, and various other
assets located on Concourses A & B at Denver International Airport. ASI operated
the units as a franchisee of The Quizno's Corporation. The Company intends to
continue operating the restaurants as Quizno's Classic Subs and the bars as
operated by ASI.
ITEM 5. OTHER EVENTS. Press release announcing the Company's acquisition of
certain operating assets at Denver International Airport.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. List below the financial
statements, pro forma financial information and exhibits, if any, filed as part
of this report.
(a) The required financial statements of the business acquired shall by
filed by an amendment to this Form 8-K within sixty days of the date
that the initial report on Form 8-K must be filed.
(b) The required pro forma financial information shall be filed by an
amendment to this Form 8-K within sixty days of the date that the
initial report on Form 8-K must be filed.
(c) Exhibits
EXHIBIT 2.3 - ASSET PURCHASE AGREEMENT AMONG QUIZ-DIA, INC., Airport
SERVICES, INC. and ASI-DIA, L.P., dated as of the 5th day of November, 1999.
Exhibit 99.1 - Press Release, dated November 17, 1999, announcing that the
Company has acquired certain operating assets at Denver International Airport.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE QUIZNO'S CORPORATION
Date: November 18, 1999 By: /s/ John L. Gallivan
_________________________________________
John L. Gallivan, Chief Financial Officer
EXHIBIT 99.1
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QUIZNO'S(R) BUYS DIA FRANCHISES
DENVER, Colo. - November 17, 1999 - The Quizno's Corporation announced that
on November 16, 1999 its subsidiary QUIZ-DIA, Inc. purchased the assets of
ASI-DIA, Inc. for a total of $4.875 million in cash. The purchase price was paid
using available cash.
Assets include two Quizno's Classic Subs restaurants and three bars,
including the WWW.COWBOY Bar, and various other assets located on Concourses A &
B at Denver International Airport. ASI operated the units as a franchisee of The
Quizno's Corporation. The Company intends to continue operating the restaurants
as Quizno's Classic Subs and the bars as operated by ASI.
Certain information in this release are forward-looking statements (as
defined in the Private Securities Litigation Reform Act of 1995) that involve
risks and uncertainties that might adversely affect the Company's operating
results in the future in a material way or that could cause actual results to
differ materially from those set forth in the forward looking statement. Such
risks and uncertainties include, without limitation, the effect of national and
regional economic and market conditions in the United States and in other
countries in which franchises are sold, costs of labor and employee benefits,
costs of marketing and of food and non-food items used in the operation of the
restaurants, intensity of competition for locations and franchisees, as well as
customers, perception of food safety, legal claims, and the availability of
financing for the Company and its franchisees. Many of these risks are beyond
the control of the Company. Such risks are detailed from time to time in the
Company's reports filed with the SEC, including the report on Form 10-KSB for
the year ended December 31, 1998.
FOR INFORMATION CONTACT:
Sue Hoover, EVP, Marketing
The Quizno's Corporation
303-291-0999
<PAGE>
ASSET PURCHASE AGREEMENT
BETWEEN
QUIZ-DIA, INC.
AND
AIRPORT SERVICES, INC. AND ASI-DIA, L.P.
Dated November 5, 1999
<PAGE>
TABLE OF CONTENTS
Page
1. PURCHASE AND SALE OF ASSETS.............................................1
1.1 CONVEYANCE OF ASSETS..............................................1
1.2 LIABILITIES OF SELLER.............................................2
1.3 INTENTIONALLY DELETED.............................................2
1.4 EXCLUDED ASSETS...................................................3
2. CONSIDERATION FOR ASSETS................................................3
2.1 PURCHASE PRICE AND PAYMENT........................................3
2.2 [INTENTIONALLY DELETED]...........................................4
2.3 PRORATIONS........................................................4
2.4 [INTENTIONALLY DELETED]...........................................4
2.5 INVENTORY.........................................................4
4. ALLOCATION..............................................................4
5. LEASES AND LIQUOR LICENSES..............................................5
7. SOFTWARE LICENSE/TERMINATION AND RELEASE AGREEMENT......................5
7.1 SOFTWARE LICENSE..................................................5
7.2 TERMINATION AND RELEASE AGREEMENT.................................5
8. CLOSING.................................................................5
9. CLOSING OBLIGATIONS.....................................................5
9.1 SELLER'S OBLIGATIONS..............................................5
9.2 BUYER'S OBLIGATIONS...............................................6
9.3 POST-CLOSING OBLIGATIONS..........................................7
10. EMPLOYEES AND EMPLOYMENT MATTERS........................................7
10.1 NO OBLIGATIONS ASSUMED............................................7
10.2 INFORMATION REGARDING EMPLOYEES...................................7
11. REPRESENTATIONS AND WARRANTIES OF SELLER................................7
11.1 ORGANIZATION, GOOD STANDING, AND QUALIFICATION....................7
11.2 AUTHORIZATION; BINDING OBLIGATION.................................8
11.3 ASSETS............................................................8
11.4 NO VIOLATION......................................................8
11.5 GOVERNMENT CONSENTS...............................................9
11.6 LEGAL PROCEEDINGS.................................................9
11.7 NO BROKERS........................................................9
11.8 TAXES.............................................................9
11.9 CONTRACTS AND OTHER AGREEMENTS....................................9
11.10 LEASES............................................................9
11.11 RECORDS..........................................................10
11.12 [INTENTIONALLY DELETED]..........................................10
11.13 FINANCIAL INFORMATION............................................10
11.14 [INTENTIONALLY DELETED]..........................................10
11.15 [INTENTIONALLY DELETED]..........................................10
11.16 [INTENTIONALLY DELETED]..........................................10
11.17 CONDUCT OF BUSINESS..............................................11
11.18 LICENSES.........................................................11
11.19 ENVIRONMENTAL MATTERS............................................11
11.20 INTELLECTUAL PROPERTY............................................12
11.21 SUPPLIERS........................................................12
11.22 INVENTORIES; RECEIVABLES.........................................12
11.23 EMPLOYMENT MATTERS...............................................12
12. REPRESENTATIONS AND WARRANTIES OF BUYER................................13
12.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION....................13
12.2 AUTHORIZATION; BINDING AGREEMENT.................................13
12.3 NO VIOLATION.....................................................13
12.4 CONSENTS.........................................................13
12.5 LEGAL PROCEEDINGS................................................14
12.6 BROKERS..........................................................14
12.7 TAXES............................................................14
12.8 [INTENTIONALLY DELETED]..........................................14
13. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS............................14
13.1 ACCURACY OF SELLER'S REPRESENTATIONS AND WARRANTIES..............14
13.2 PERFORMANCE BY SELLER............................................14
13.3 DELIVERY OF DOCUMENTS............................................14
13.4 GOVERNMENTAL AND OTHER CONSENTS..................................14
13.5 [INTENTIONALLY DELETED]..........................................15
13.6 CLOSING OBLIGATIONS..............................................15
14. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS...........................15
14.1 ACCURACY OF BUYER'S REPRESENTATIONS AND WARRANTIES...............15
14.2 PERFORMANCE BY BUYER.............................................15
14.3 DELIVERY OF DOCUMENTS............................................15
14.4 CLOSING OBLIGATIONS..............................................15
15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................15
16. INDEMNIFICATION AND SETOFF.............................................15
16.1 INDEMNIFICATION BY SELLER. .....................................15
16.2 INDEMNIFICATION BY BUYER.........................................16
16.3 OTHER INDEMNIFICATION PROVISIONS.................................16
16.4 [INTENTIONALLY DELETED]..........................................16
17. MISCELLANEOUS..........................................................16
17.1 EXPENSES.........................................................16
17.2 ENTIRE SUBJECT MATTER; AMENDMENT.................................16
17.3 SUCCESSORS AND ASSIGNS...........................................16
17.4 COUNTERPARTS.....................................................17
17.5 NOTICES..........................................................17
17.6 HEADINGS.........................................................18
17.7 GOVERNING LAW AND JURISDICTION...................................18
17.8 ATTORNEYS' FEES..................................................18
17.9 SCHEDULES AND EXHIBITS...........................................18
17.10 FURTHER ASSURANCES...............................................18
17.11 KNOWLEDGE........................................................18
<PAGE>
SCHEDULES
1.1(a) Company Units
1.1(b) Equipment
1.1(e) Contracts
1.1(f) Leases
1.1(g) Claims and Deposits
1.1(h) [Intentionally Deleted]
1.1(i) Intellectual Property
1.4 Excluded Assets
4 Allocation of Purchase Price
11.1 Sellers' Form of Entity and Ownership
11.3 Existing Liens
11.6 Legal Proceedings
11.13 Financial Statements
11.18 Licenses
11.21 Suppliers
<PAGE>
ASSET PURCHASE AGREEMENT
THIS AGREEMENT ("AGREEMENT") is made and entered into as of the 5th day of
November, 1999, IN DENVER, COLORADO AMONG QUIZ-DIA, INC., A COLORADO CORPORATION
("BUYER"), AIRPORT SERVICES, INC. AND ASI-DIA, L.P. (Airport Services, Inc. and
ASI-DIA, L.P. are COLLECTIVELY REFERRED TO AS "SELLER").
WHEREAS, SELLER OWNS CERTAIN ASSETS AS DESCRIBED IN SECTION 1.1 (THE
"ASSETS") that it has the right to, and does, operate, utilize and possess on an
ongoing basis in CONDUCTING ITS RESTAURANT BUSINESS AT THE DENVER INTERNATIONAL
AIRPORT ("DIA"), and such administrative or operational activities in connection
with the foregoing (collectively, THE "BUSINESS"); and
WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell
to Buyer, subject to the terms and conditions set forth in this Agreement and
for the consideration as hereinafter specified, the Assets and Business of
Seller as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
10 PURCHASE AND SALE OF ASSETS
1.1 CONVEYANCE OF ASSETS. At the Closing (as defined below), to the extent
assignable, Seller agrees to convey, transfer, assign and sell to Buyer and
Buyer agrees to acquire, accept and purchase from Seller, all of Seller's
Assets, including without limitation those Assets specifically listed below, and
the Business as of the Closing Date (as defined below). Seller will convey to
Buyer at the Closing good and marketable title to all of the Assets and the
Business, free and clear of all liens or encumbrances, except as specifically
and expressly provided otherwise herein. The Assets shall include without
limitation:
(A) THE RESTAURANTS OWNED AND OPERATED BY SELLER (THE "COMPANY OWNED
RESTAURANTS") listed on Schedule 1.1(a);
(b) All of Seller's equipment, furniture, materials, supplies, and all
other tangible personal property held by Seller used in, incidental to, or
necessary for the operation of the Assets and the Business, including all
of the equipment, furniture, MATERIALS AND SUPPLIES LISTED ON SCHEDULE
1.1(B) ("EQUIPMENT");
(c) All of Seller's commodities, stock, goods, and merchandise held
for use, used, available for consumption, or offered for sale through the
Business, wherever located ("INVENTORY");
(d) [Intentionally deleted]
<PAGE>
(e) All of Seller's prepaid assets used in or held for use in the
Business and all of Seller's rights, powers and remedies under all
contracts to which Seller is a party or by or to which Seller or any of the
Assets or the Business is subject or bound ("CONTRACTS") including without
limitation the Contracts listed on Schedule 1.1(e);
(f) All of Seller's right, title and interest in and to any lease,
including without limitation leases or concession agreements for the
Company Owned Restaurants (the "LEASES"), including without limitation the
Leases listed on Schedule 1.1(f);
(g) All of Seller's claims and choses in action arising out of or in
connection with the Assets and the Business, and all warranties, rights and
claims of Seller under all existing warranties relating to any and all of
the Assets or the Business ("CLAIMS"), including without limitation
warranties and indemnification rights and all rights and claims in and to
the security deposits held by other persons or entities INCLUDING WITHOUT
LIMITATION THE LANDLORDS UNDER THE LEASES ("DEPOSITS"), including without
limitation the Claims and Deposits listed on Schedule 1.1(g);
(h) [Intentionally Deleted]
(i) With the exception of Seller's rights in and to certain software,
which shall be conveyed to Buyer via a separate Software License, as set
forth in Section 7.1, all of Seller's intangible property and rights in and
to intangible property used or held for use in the operation of the
Business including without limitation Seller's Intellectual PROPERTY (AS
DEFINED IN SECTION 11.20) ("INTANGIBLES"), including without limitation the
Intangibles listed on Schedule 1.1(i);
(j) All of Seller's goodwill relating to the Assets and the Business
("GOODWILL");
(K) INTENTIONALLY DELETED
1.2 LIABILITIES OF SELLER. Buyer does not assume any of Seller's
liabilities or obligations (including without limitation employment obligations
described in section 10.1 below and environmental liability described in section
11.19 below), however arising, WHETHER KNOWN OR UNKNOWN, INCURRED PRIOR TO THE
CLOSING DATE OR THEREAFTER ("SELLER'S LIABILITIES"). Anything contained in this
Agreement to the contrary notwithstanding, Seller shall be and remain solely
liable and responsible for all of Seller's Liabilities regardless of whether any
such debt, obligation, duty or liability arises under any contract, agreement,
lease, practice, arrangement, statute, law, ordinance, rule, regulation or
otherwise, and nothing in this Agreement or otherwise is intended, or shall be
construed, to the contrary; provided however that Buyer shall assume and agree
to pay or perform obligations arising under the Leases from and after the
Closing Date.
1.3 INTENTIONALLY DELETED.
<PAGE>
1.4 EXCLUDED ASSETS. Seller's Assets, as defined in Section 1.1, shall not
include THOSE ASSETS, PROPERTY AND OTHER MATTER LISTED ON SCHEDULE 1.4
("EXCLUDED ASSETS").
20 CONSIDERATION FOR ASSETS
As consideration for the sale, assignment, transfer and conveyance of the
Assets and the Business, Buyer hereby agrees to the following:
2.1 PURCHASE PRICE AND PAYMENT.
(A) PURCHASE PRICE: The total price to be paid by Buyer for the Assets
and the Business is Four Million Eight Hundred Seventy Five Thousand
Dollars ($4,875,000.00) ("PURCHASE PRICE"), as adjusted pursuant to
Sections 2.3 and 2.5.
(B) PAYMENT OF PURCHASE PRICE: The Purchase Price will be paid as
follows:
(I) LIENS. Amounts, if any, necessary to cause the release of
those Liens listed on Schedule 11.3 shall be paid directly to Seller's
creditors at Closing. Any such amounts will be reflected in the
settlement statement (as described in Section 2.3).
(II) ESCROW. One Million Six Hundred Twenty Three Thousand Three
Hundred SEVENTY FIVE DOLLARS ($1,623,375.00) (THE "ESCROWED FUNDS")
will be placed in an escrow ACCOUNT PURSUANT TO AN ESCROW AGREEMENT
("ESCROW AGREEMENT") in a form reasonably acceptable to the parties.
Both Buyer and Seller will share one-half of the escrow costs (if
any), and all interest on the Escrowed Funds will be paid to Seller.
During the period ending 120 days after the Closing and thereafter,
the parties will cooperate on a commercially reasonable basis and work
diligently towards obtaining the necessary approval for an extension
(the "Extension") of the Cowboy Bar Concession Agreement to March
2005. Seller will also assist Buyer in remodeling the Company Owned
Restaurants. Two Hundred Thousand Dollars ($200,000) of the Escrowed
Funds will be released on the earlier of the date of the completion of
the remodeling of the Company Owned Restaurants or the date that is
Ninety (90) days after the Closing Date. The balance of the Escrowed
Funds will be paid upon approval of the Extension. If the Extension is
not approved within One Hundred Twenty (120) days after the Closing
Date, the Escrowed Funds less One Hundred Fifty Seven Thousand Dollars
($157,000) will be paid to Seller (provided that if Buyer has not
requested the Extension within such 120-day period, all of the
Escrowed Funds will be released and paid to Seller). The remaining
$157,000 of Escrowed Funds will be paid to Seller upon final approval
of the Extension, or to Buyer upon final disapproval of the Extension.
Buyer will not combine or make any other concession agreement
modification requests (other than the request for assignments), and
existing contract extensions (already requested prior to the date
hereof) with respect to the Leases without either obtaining Seller's
prior written approval or first paying all of the Escrowed Funds to
Seller.
<PAGE>
(III) CASH. The balance of the Purchase Price as adjusted, if
necessary, as provided in Sections 2.3 and 2.5, shall be paid at
Closing.
2.2 [INTENTIONALLY DELETED]
2.3 PRORATIONS. At Closing, Buyer shall pay prorated amounts for personal
property taxes, real estate taxes, rent and other amounts due under the Leases,
and for amounts that Seller paid in advance relating to charges to be incurred
by the Business operations on or after the Closing Date. The adjusted amount
will be reflected in a settlement statement DELIVERED BY SELLER AT CLOSING (THE
"SETTLEMENT STATEMENT"), and the payment pursuant to Section 2.1(b)(iii) will be
increased or decreased accordingly.
2.4 [INTENTIONALLY DELETED]
2.5 INVENTORY. The Purchase Price does not include opening inventory. For
each Company Owned Restaurant, after close of business on the day before
Closing, Buyer and Seller shall jointly prepare an inventory list showing all
inventory held for sale or DISTRIBUTION TO THE PUBLIC ("INVENTORY"). At Closing,
Buyer shall pay an amount to Seller equal to Seller's cost for the Inventory as
an adjustment to the payment in Section 2.1(b)(iii).
30 INSPECTION OF EQUIPMENT
Buyer has had the opportunity to inspect the Equipment. At or prior to
Closing, Buyer shall notify Seller of any repairs to or replacements of the
Equipment, as reasonably required by Buyer to ensure that the Equipment is in
good working condition, ordinary wear and tear excepted. No later than ten (10)
days after receiving notice from Buyer, Seller shall have taken any and all
action necessary to repair or replacement of the Equipment. With the exception
of those pieces of Equipment identified by Buyer at or before Closing requiring
repair or replacement, and provided that no material adverse change to the
Equipment has occurred between the date of Buyer's inspection of the Equipment
and the Closing Date, Buyer shall accept the Equipment in the condition
delivered to Buyer on the Closing Date.
40 ALLOCATION
The parties agree that the Purchase Price shall be allocated among the
Assets in accordance with Schedule 4. The allocation has been prepared by Buyer,
and Seller's acquiescence therewith does not necessarily constitute consent by
the Seller as to the accuracy thereof. The parties agree to report the
transaction in accordance with the allocation on Schedule 4 for all applicable
income tax purposes
<PAGE>
50 LEASES AND LIQUOR LICENSES
The obligations of Seller and Buyer hereunder are contingent upon (a) those
Closing Obligations set forth in Section 9, Section 13 and Section 14; and (b)
the consent, where applicable, of the State of Colorado, the City and County of
Denver and the Airport Manager of DIA to: (i) assignment of the Leases from
Seller to Buyer in a form reasonably acceptable to Buyer; and (ii) Buyer having
been granted liquor licenses necessary to operate the Business.
60 TERMINATION
6.1 [INTENTIONALLY DELETED]
6.2 [INTENTIONALLY DELETED]
70 SOFTWARE LICENSE/TERMINATION AND RELEASE AGREEMENT
7.1 SOFTWARE LICENSE. At Closing, Seller and Buyer will enter into a
software LICENSE AGREEMENT ("SOFTWARE LICENSE") in a form reasonably acceptable
to Buyer and Seller.
7.2 TERMINATION AND RELEASE AGREEMENT. At Closing, Seller and Buyer will
enter INTO A TERMINATION AND RELEASE AGREEMENT ("TERMINATION AND RELEASE
AGREEMENT") in a form reasonably acceptable to both parties, and which shall in
any event contain a non-competition provision whereby Seller agrees not to
compete with Buyer.
80 CLOSING
THE CLOSING OF THE SALE AND PURCHASE OF THE ASSETS ("CLOSING") shall take
place at the offices of Buyer, 1415 Larimer Street, Denver, Colorado 80202 at
9:00 a.m. local time, ON NOVEMBER 15, 1999 ("CLOSING DATE"), or at such other
location, time or date as may be agreed to by Seller and Buyer.
90 CLOSING OBLIGATIONS
THE FOLLOWING OBLIGATIONS WILL BE SATISFIED AT CLOSING ("CLOSING
OBLIGATIONS"):
9.1 SELLER'S OBLIGATIONS. At Closing, Seller shall deliver to Buyer,
properly executed and acknowledged:
(a) a Bill of Sale for all the purchased Assets, in a form reasonably
acceptable to Seller and Buyer;
<PAGE>
(b) the Settlement Statement pursuant to Section 2.3, in a form
reasonably acceptable to Seller and Buyer;
(c) resolutions of Seller approving the transactions contemplated
under this Agreement, duly adopted and authorized by the management and
owners of Seller, as required by law and the organizational documents of
Seller;
(d) assignments of the Leases and consent thereto from the City and
County of Denver;
(e) the Software License;
(f) the Termination and Release Agreement; and
(g) such other instruments of sale, transfer, conveyance and
assignment as Buyer may reasonably request.
9.2 BUYER'S OBLIGATIONS. At Closing, Buyer shall deliver to Seller:
(a) the Purchase Price as specified in Section 2.1 (adjusted as set
forth herein);
(b) resolutions of Buyer approving the transactions contemplated under
this Agreement, duly adopted and authorized by the management and owners of
Buyer, as required by law and the organizational documents of Buyer;
(c) a certificate listing those employees whose employment has been
terminated by Seller pursuant to Section 10 and whom Buyer does not intend
to hire;
(d) assignments of the Leases and consent thereto from the City and
County of Denver;
(e) the Software License;
(f) the Termination and Release Agreement; and
(g) such other instruments of sale, transfer, conveyance and
assignment as Buyer may reasonably request.
<PAGE>
Satisfaction with each Closing Obligation is a condition to the parties'
obligations hereunder and under the other related closing documents. In the
event that any Closing Obligation of a party is not satisfied or waived by the
party entitled to the performance of the obligation, this Agreement and the
related closing documents shall terminate without liability.
9.3 POST-CLOSING OBLIGATIONS. Following the Closing, (a) Seller and Buyer
will cooperate in good faith and on a commercially reasonable basis with respect
to the items provided in Section 2.1(b)(ii); and (b) Seller will retain Seller's
employment and personnel records; past and present customer, supplier and vendor
records, files, documents and instruments; and all other books, records,
instruments and documents arising out of or IN CONNECTION WITH THE ASSETS AND
THE BUSINESS ("RECORDS") for a minimum of three (3) years and will make the
Records available to Buyer at reasonable times and with reasonable notice.
100 EMPLOYEES AND EMPLOYMENT MATTERS
10.1 NO OBLIGATIONS ASSUMED. Buyer does not assume any liabilities, duties
or obligations of Seller with respect to any current or past employees of
Seller, any of Seller's employee benefits or benefit plans or any other
employment-related liability, duty or obligation of Seller whatsoever. Seller
shall terminate the employment of all of Seller's employees whose employment
Seller does not wish to extend beyond the Closing Date effective as of the close
of business on the day immediately preceding the Closing Date. Buyer may, but is
not obligated to, hire such terminated employees. Seller shall be responsible
for and shall pay all severance or accrued vacation and other time-based
compensation benefits payable, if any, with respect to any employees of Seller
terminated by Seller prior to the Closing. At or before Closing, Buyer will
provide Seller with a certificate indicating the name of each of Seller's
employees that Buyer will not re-hire on the Closing Date. As of the Closing
Date, Buyer will hire all of Seller's employees other than those identified in
the prior sentence, provided that Buyer shall have no obligation to retain any
employee hired by Buyer.
10.2 INFORMATION REGARDING EMPLOYEES. Seller shall cooperate with Buyer on
a commercially reasonable basis and shall comply with Buyer's reasonable
requests for information regarding Seller's past and present employees and
candidly discuss the performance, conduct and attitude of Seller's employees
with Buyer.
110 REPRESENTATIONS AND WARRANTIES OF SELLER
Each Seller, jointly and severally, hereby represents and warrants to Buyer
that as of the Closing:
<PAGE>
11.1 ORGANIZATION, GOOD STANDING, AND QUALIFICATION. Each Seller's form of
entity and ownership is set forth on Schedule 11.1. Each Seller is duly
organized, validly existing and in good standing under the laws of the State of
Colorado and each other state in which qualification to do the Business is
required by law. Each Seller has all requisite power and authority to own and
operate its properties and to carry on its business as now conducted, to enter
into this Agreement and to carry out and perform its obligations under this
Agreement.
11.2 AUTHORIZATION; BINDING OBLIGATION. The execution and delivery by
Seller of this Agreement and all of the documents and instruments required
hereby and the consummation of the transactions contemplated hereby and thereby
have been duly authorized by all requisite action on the part of each Seller and
such other persons as may be required by law or by Seller's organizational
documents. Assuming due execution by Buyer and other necessary parties of this
Agreement and each of the other documents and instruments required hereby, this
Agreement and each of the other documents and instruments required hereby have
been fully executed and delivered by Seller and constitute the valid and binding
obligations of Seller, enforceable against Seller in accordance with their
respective terms, subject only to the laws of equity to the extent such laws may
limit the enforceability of a particular provision. As of the Closing, assuming
the due execution by Buyer and the other parties thereto, the Escrow Agreement,
Termination and Release Agreement, and the Software License have been duly
authorized, fully executed and delivered by the parties thereto, and constitute
the valid and binding obligations of the parties thereto, enforceable against
such parties in accordance with its terms, subject only to the laws of equity to
the extent such laws may limit the enforceability of a particular provision.
11.3 ASSETS. Schedules 1.1(a) through Schedule 1.1(k) set forth all
tangible and intangible personal property owned by, in the possession of and
used by each Seller in connection with the Assets and the Business and such
personal property constitutes all such personal property necessary for the
conduct of the Business. Each Seller has good and marketable title to each and,
collectively, all of the Assets and the Business, free and clear of any and all
liens (statutory or otherwise), including but not limited to any agreements,
restrictions, claims, security interest, pledges, charges, equities, mortgages,
COLLATERAL ASSIGNMENTS, LEASES, AND OTHER ENCUMBRANCES (COLLECTIVELY, "LIENS"),
other than the rights of the landlords under the Leases and as set forth on
Schedule 11.3. The Assets are all the assets used or held for use in the
Business.
<PAGE>
11.4 NO VIOLATION. The execution, delivery and compliance with and
performance by Seller of this Agreement and each of the other documents and
instruments required hereby do not and will not (i) violate the Seller's
organizational documents or any law, statute, rule, regulation, order, judgment
or decree to which Seller is subject, (ii) conflict with or result in a breach
of or constitute a default under any contract, agreement or other instrument to
which Seller is a party or by which Seller or any of the Assets or the Business
are bound or to which Seller or any of the Assets or the Business are subject,
(iii) result in or require the creation of any lien upon Seller's ownership
interests or upon any of the Assets or the Business, (iv) require any approval
or consent of any person or entity under any contract, agreement or other
instrument to which Seller is a party or by which Seller or any of the Assets or
the Business are bound or to which Seller or any of the Assets or the Business
are subject, other than the consents specifically set forth herein (including
without limitation any Bulk Sales Act or similar requirement and any fraudulent
conveyance law).
11.5 GOVERNMENT CONSENTS. The execution, delivery, and performance by
Seller of this Agreement and each of the other documents and instruments
required hereby and the consummation of the transactions contemplated hereby and
thereby do not and will not require any authorization, consent, approval,
permit, filing, registration or exemption or other action by or notice to any
court or administrative or governmental body other than as specified herein.
11.6 LEGAL PROCEEDINGS. Except as disclosed on Schedule 11.6, there are no
actions, suits, litigation, proceedings or investigations pending or threatened
against Seller (or facts that would give rise to such actions or proceedings)
that relate to, arise out of, or would affect the Seller, the Assets or the
Business, the consummation of the transactions contemplated by this Agreement or
which could result in any Lien being placed on the Assets or the Business.
11.7 NO BROKERS. Seller has not employed, either directly or indirectly, or
incurred any liability to, any broker, finder or other agent in connection with
the transactions contemplated by this Agreement. Seller agrees to indemnify
Buyer for any claims brought by any broker, finder or other agent claiming to
have acted on behalf of Seller in connection with this sale.
11.8 TAXES. Seller has duly filed or will file when due all federal, state
and local tax returns and reports, and all returns and reports of other
governmental units having jurisdiction with respect to taxes required to be
filed by Seller and imposed upon any of the Assets or the Business relating to
the period prior to the Closing or taxes imposed on Seller which might create a
Lien on any of the Assets or the Business, and Seller has paid or will pay when
due all such taxes, including without limitation ad valorem taxes and employment
taxes, for all years up to and including all periods through the date
immediately preceding the Closing Date, which the failure to file or pay would
result in a valid and subsisting Lien on the Assets or the Business after
transfer thereof to Buyer.
11.9 CONTRACTS AND OTHER AGREEMENTS. Except as listed on Schedule 1.1(e),
there are no contracts and other agreements to which Seller is a party or to
which the Seller, the Assets or the Business are bound or subject, including
without limitation licenses, employment contracts, personal or real property
leases or purchase contracts. Each Contract is a valid and binding obligation of
Seller and the other parties thereto and there is no current default on the part
of Seller under and no conditions exist to the knowledge of Seller that would
constitute a breach of any such contract, except as specifically listed on
Schedule 1.1(e).
<PAGE>
11.10 LEASES. Schedule 1.1(f) lists the Leases. The Leases are in full
force and effect and neither the Seller nor, to the knowledge of Seller, the
landlord is in default thereunder. The leasehold interest of Seller is not
subject to any lien or encumbrance and entitles the lessee to the right of quiet
possession. There are no modifications or amendments to the Leases or any other
agreements altering, modifying or supplementing the terms of the Leases except
as disclosed on Schedule 1.1(f). Seller has not assigned, mortgaged or otherwise
transferred, amended or encumbered, voluntarily or involuntarily, the Leases or
its interest therein except as specifically stated herein. Seller is current on
all rent payments and other sums due to the City and County of Denver and the
Airport Manager of DIA under each Lease through the Closing Date and Seller has
performed all of Seller's obligations under each Lease through the Closing Date.
11.11 RECORDS. The Records are true, complete and correct and are all of
the Records used or held for use in the operation of the Business.
11.12 [INTENTIONALLY DELETED]
11.13 FINANCIAL INFORMATION.
(a) Attached as Schedule 11.13 are the unaudited financial statements
for its fiscal years 1998 and for the nine-month period ended September 30,
1999 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements
have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis and fairly present the financial
position and results of operations as of the dates and for the periods
indicated subject, in the case of interim Financial Statements, to normal
year-end adjustments the effect of which will not, individually or in the
aggregate, be materially adverse. Since the end of the most recent fiscal
period shown in such Financial Statements, there has not been any material
adverse change in the business, operations, properties or financial
position of Sellers, there have been no dividends declared or paid or any
other distributions to Seller's owners of any nature, Seller has made no
loans to owners, management personnel, employees, or affiliates, and Seller
has carried on business only in the ordinary course.
(b) Seller shall cause Seller's inside and independent auditors and
accountants to cooperate with Buyer on a commercially reasonable basis with
respect to any accounting or financial statement matters related to the
transactions contemplated hereby; such cooperation includes without
limitation consent by Seller's independent auditors for use of any audited
financial statements and opinion letters for filings with the Securities
and Exchange Commission or state securities agencies.
11.14 [INTENTIONALLY DELETED]
11.15 [INTENTIONALLY DELETED]
11.16 [INTENTIONALLY DELETED]
<PAGE>
11.17 CONDUCT OF BUSINESS. Seller has conducted and will conduct the
Business during the period from September 30, 1999, through the Closing Date in
the ordinary course of business, including without limitation purchasing
inventory, supplies and materials, and Seller has conducted and will continue to
conduct the Business in accordance with all applicable local, state and federal
ordinances, laws, rules and regulations.
11.18 LICENSES. Schedule 11.18 attached hereto accurately and completely
lists all authorizations, licenses and permits of any public or governmental
regulatory body granted or assigned to Seller and the same constitute the only
authorizations, licenses, and permits of any public or governmental regulatory
body which are necessary for the ownership OF THE ASSETS AND THE CONDUCT OF THE
BUSINESS ("LICENSES"). All of such Licenses are validly issued and in full force
and effect in all material respects and Seller has fulfilled and performed all
of its material obligations with respect thereto and has full power and
authority to operate thereunder.
11.19 ENVIRONMENTAL MATTERS. Neither Seller, nor, to the knowledge of
Seller, any prior user or owner, of real estate owned, used or leased by Seller
or any predecessor of Seller, or any business which Seller has acquired or
become a successor to (the "Property"), or, to the knowledge of Seller, any
third party, has ever caused or permitted any hazardous, toxic or radioactive
materials regulated under common law standards relating to environmental
protection, human health or safety, or under any local, state or federal
environmental statute, regulation or ordinance relating to pollution or
protection of the environment, including the Comprehensive Environmental
Response, Compensation and Liability ACT OF 1980, AS AMENDED ("HAZARDOUS
MATERIAL") to be disposed of on or under the Property, and the Property has
never been used (either by Seller or, to the knowledge of Seller, by any prior
user or owner of the Property or any third party) as (a) a disposal site or
permanent storage site for any Hazardous Material or (b) a temporary storage
site for any Hazardous Material. There have been no releases by Seller of
Hazardous Materials at, from, or to the Property. Seller has been issued and is
in compliance with all material permits, certificates, licenses, approvals and
other authorizations relating to environmental matter and necessary for its
business, and has filed all notifications and reports relating to chemical
substances, air emissions, underground storage tanks, effluent discharges and
Hazardous Material waste storage, treatment and disposal required in connection
with the operation of its business, the failure to have or comply with which
would, individually or in the aggregate, have a material adverse effect on
Seller, the Assets or the Business. All Hazardous Materials used or generated by
Seller have been generated, accumulated, stored, transported, treated, recycled
and disposed of in compliance with all applicable laws and regulations, the
violation of which has any reasonable likelihood of having a material adverse
effect on Seller, the Assets or the Business. Seller has no liabilities with
respect to Hazardous Materials, and to the knowledge of Seller, no facts or
circumstances exist which could give rise to liabilities with respect to
Hazardous Materials, which could have any reasonable likelihood of having a
material adverse effect on Seller, the Assets or the Business. Notwithstanding
the foregoing, no representation is made by Seller under this Section 11.19 with
respect to any period prior to the date of beneficial occupancy of DIA.
<PAGE>
11.20 INTELLECTUAL PROPERTY. Schedule 1.1(i) lists all patents, trademarks,
service marks, trade names, copyrights, trade secrets, licenses, information and
proprietary rights AND PROCESSES ("INTELLECTUAL PROPERTY") that are directly or
indirectly owned, licensed, used, held for use, or controlled in whole or in
part by Seller in connection with the Assets or the Business. Except as
disclosed on Schedule 1.1(i), Seller owns without an obligation to pay
royalties, all Intellectual Property used or held for use in the Business
without, to the knowledge of Seller, any conflict with, or infringement of the
rights of others. Excepts as disclosed on Schedule 1.1(i), Seller has not
received any communications alleging that it has violated or, by conducting the
Business as proposed, would violate the intellectual property rights of any
other person or entity. Except as disclosed on Schedule 1.1(i), Seller has not
licensed or granted rights to others in any of its Intellectual Property. Except
as disclosed on Schedule 1.1(i), Seller has not granted right to manufacture,
produce, assemble, license, market or sell any of its products or to conduct the
Business to any other person.
11.21 SUPPLIERS. Schedule 11.21 lists the suppliers to Seller during 1998
and 1999 (stating for each the dollar volume of the purchases). Seller has
received no notice and has no knowledge that any of its suppliers will cease to
do business with Seller or the Business or will require materially different
terms to do business with Buyer.
11.22 INVENTORIES; RECEIVABLES. All inventories (including without
limitation restaurant supplies and non-perishable food items) of Seller as of
the Closing Date will be in good condition, not obsolete, non-elective and
useable and 100% saleable in the usual and ordinary course of the Business.
11.23 EMPLOYMENT MATTERS.
(a) None of the Seller's employees are covered by a collective
bargaining agreement or are represented by a labor organization, and no
petition for representation concerning any of the Seller's employees has
been filed with the National Labor Relations Board. The Seller is not aware
of any union organizational activity and has no reason to believe that any
such activity is being contemplated. The Seller has not engaged in any
unfair labor practice.
(b) Seller has paid and shall pay all wages, bonuses, commissions and
other benefits, and sums due (and all required taxes, insurance, social
security and withholding thereon), including all accrued vacation, accrued
sick leave, accrued benefits and accrued payments (and pro rata accruals
for a portion of a year) to its employees.
(c) Seller has maintained and will maintain in effect all insurance
policies and other employee benefits covering any employee claims incurred
through the Closing Date.
<PAGE>
(d) Seller has complied and shall comply in all respect with all
statutory and regulatory requirements concerning or affecting Seller's
employees, including without limitation the Employment Retirement Income
Security Act, COBRA notification requirements, and any notices required by
the Worker Adjustment and Retraining Notification Act.
120 REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents, warrants and covenants to Seller that as of
Closing:
12.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. Buyer is a Colorado
corporation duly organized, validly existing and in good standing under the laws
of the State of Colorado. Buyer has all requisite power and authority to own and
operate each of its properties and to carry on its business as now conducted, to
enter into this Agreement and to carry out and perform its obligations under
this Agreement.
12.2 AUTHORIZATION; BINDING AGREEMENT. The execution and delivery by Buyer
of this Agreement and all of the documents and instruments required hereby and
the consummation of the transactions contemplated hereby and thereby have been
duly authorized by all requisite action on the part of Buyer and such other
persons as may be required by law or by Buyer's organizational documents.
Assuming due execution by Seller and other necessary parties of this Agreement
and each of the other documents and instruments required hereby, this Agreement
and each of the other documents and instruments required hereby have been duly
executed and delivered by Buyer and constitute the valid and binding obligations
of Buyer, enforceable against Buyer in accordance with their respective terms,
subject only to the laws of equity to the extent such laws may limit the
enforceability of a particular provision. Assuming the due execution by Seller
and the other parties thereto, as of the Closing, the Escrow Agreement,
Termination and Release Agreement, and the Software License have been duly
authorized, fully executed and delivered by the parties thereto, and constitute
the valid and binding obligations of the parties thereto, enforceable against
such parties in accordance with its terms, subject only to the laws of equity to
the extent such laws may limit the enforceability of a particular provision.
12.3 NO VIOLATION. The execution, delivery, compliance with and performance
by Buyer of this Agreement and each of the other documents and instruments
required hereby do not and will not (i) violate the articles of incorporation or
bylaws of Buyer or any law, statute, rule, regulation, order, judgment or decree
to which Buyer is subject, or (ii) conflict with or result in a breach of or
constitute a default under any contract, agreement or other instrument to which
Buyer is a party or by which Buyer or any of its assets or properties are bound
or to which Buyer or any of its assets or properties are subject.
<PAGE>
12.4 CONSENTS. The execution, delivery and performance by Buyer of this
Agreement and each of the other documents and instruments required hereby and
the consummation of the transactions contemplated hereby and thereby do not and
will not require any authorization, consent, approval, permit, filing,
registration or exemption or other action by or notice to any court or
administrative or governmental body or other persons except as specified herein.
12.5 LEGAL PROCEEDINGS. There are no actions, suits, litigation,
proceedings or investigations pending or threatened against Buyer which could
adversely affect Buyer's ability to perform its obligations under this Agreement
or the consummation of the transactions contemplated by this Agreement.
12.6 BROKERS. Buyer has not employed, either directly or indirectly, or
incurred any liability to, any broker, finder or other agent in connection with
the transactions contemplated by this Agreement. Buyer agrees to indemnify
Seller for any claims brought by any broker, finder or other agent claiming to
have acted on behalf of Buyer in connection with this sale.
12.7 TAXES. Buyer shall file when due all federal, state and local tax
returns and reports, and all returns and reports of other governmental units
having jurisdiction with respect to taxes imposed upon any of the Assets or the
Business or taxes imposed on Buyer which might create a lien on any of the
Assets or the Business, and will pay when due all such taxes, including without
limitation ad valorem and employment taxes, which arise on or after the Closing
Date.
12.8 [INTENTIONALLY DELETED]
130 CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS
The obligations of Buyer under this Agreement are subject to the
satisfaction, at or prior to the Closing, of the following conditions, all or
any of which may be waived in writing by Buyer:
13.1 ACCURACY OF SELLER'S REPRESENTATIONS AND WARRANTIES. All
representations and warranties made by Seller in this Agreement and contained in
any statement delivered to Buyer by Seller under this Agreement shall be true
and correct as of the Closing.
13.2 PERFORMANCE BY SELLER. Seller shall have performed and complied with
all its respective obligations required by this Agreement to be performed or
complied with by it at or prior to the Closing.
13.3 DELIVERY OF DOCUMENTS. All documents required to be delivered by
Seller at or prior to the Closing shall have been properly executed by Seller
and delivered to Buyer in form and substance reasonably satisfactory to Buyer.
<PAGE>
13.4 GOVERNMENTAL AND OTHER CONSENTS. All necessary approvals, consents and
clearances from governmental authorities and others in connection with the
transactions contemplated by this Agreement shall have been obtained at or prior
to the Closing, including without limitation (a) consents to the assignment of
the Leases by the City and County of Denver and the Airport Manager of DIA; (b)
assurances acceptable to Buyer that liquor licenses will be issued to Buyer for
the operation of the Business; and (c) such other consents, permits or licenses
required to operate the Business.
13.5 [INTENTIONALLY DELETED]
13.6 CLOSING OBLIGATIONS. All Closing Obligations to be performed by Seller
shall have either been reasonably satisfied or waived in writing by Buyer.
14. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS
The obligations of Seller under this Agreement are subject to the
satisfaction, at or prior to the Closing, of the following conditions, all or
any of which may be waived in writing by Seller:
14.1 ACCURACY OF BUYER'S REPRESENTATIONS AND WARRANTIES. All
representations and warranties made by Buyer in this Agreement and in any
written statements delivered to Seller by Buyer under this Agreement shall be
true and correct as of the Closing.
14.2 PERFORMANCE BY BUYER. Buyer shall have performed and complied with all
obligations of Buyer required by this Agreement to be performed or complied with
by it at or prior to the Closing.
14.3 DELIVERY OF DOCUMENTS. All documents required to be delivered by Buyer
at or prior to the Closing shall have been properly executed by Buyer and
delivered to Seller in form and substance reasonably satisfactory to Seller.
14.4 CLOSING OBLIGATIONS. All Closing Obligations to be performed by Buyer
have been satisfied or waived in writing by Seller.
15. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All covenants, agreements, representations, warranties and conditions of
the Closing contained in this Agreement that are intended to be made or
performed at or prior to the Closing shall survive for a period of three (3)
years following the Closing.
16. INDEMNIFICATION AND SETOFF
<PAGE>
16.1 INDEMNIFICATION BY SELLER. Each Seller jointly and severally agrees to
indemnify and hold harmless Buyer and any of its affiliates, officers,
shareholders, directors, agents and representatives from and against any and all
loss, claim, liability, obligation and expense (including attorneys' fees) which
arise from (a) the breach by Seller of any of its covenants, agreements,
representations or warranties as set forth in this Agreement; (b) any of
Seller's Liabilities; or (c) any liability, obligation or commitment of any
nature relating to the Assets or the Business arising or based on events
occurring prior to the Closing Date; provided, however, that, to qualify for
such defense and indemnification, Buyer must give Seller prompt written notice
of any such claim, and Seller must hire a law firm reasonably acceptable to
Buyer and comprised of at least twenty-five (25) attorneys. Buyer shall
reasonably cooperate with Seller in such defense.
16.2 INDEMNIFICATION BY BUYER. Buyer agrees to indemnify and hold harmless
Seller and any of Seller's affiliates, owners, managers, agents and
representatives from and against any and all loss, claim, liability, obligation
and expense (including attorneys' fees) which arise from (a) the breach by Buyer
of any of its covenants, agreements, representations, or warranties as set forth
in this Agreement, or (b) any liability, obligation or commitment of any nature
relating to the Assets or the Business based on events occurring on or after the
Closing Date; provided, however, that, to qualify for such defense and
indemnification, Seller must give Buyer prompt written notice of any such claim,
and Buyer must hire a law firm reasonably acceptable to Seller comprised of at
least twenty-five (25) attorneys. Seller shall reasonably cooperate with Buyer
in such defense.
16.3 OTHER INDEMNIFICATION PROVISIONS. With the exception of any statutory
or common law remedy any party may have for fraudulent actions, representations
or concealments of any other party, the foregoing indemnification provisions
contain the exclusive remedies available to the parties hereunder.
16.4 [INTENTIONALLY DELETED]
17. MISCELLANEOUS
17.1 EXPENSES. Each of the parties hereto shall pay its own fees, costs and
expenses incurred in connection with the negotiation, preparation, execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.
17.2 ENTIRE SUBJECT MATTER; AMENDMENT. This Agreement and the other
documents referred to herein contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements,
either oral or written. This Agreement may not be amended, or any term or
condition waived, except by a writing signed by each of the parties hereto.
17.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
this Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto, whether so expressed or not.
<PAGE>
17.4 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by facsimile, any one of which need not contain the signatures
of all parties, but all of which counterparts when taken together will
constitute one and the same Agreement.
17.5 NOTICES. Any notice and similar communications concerning this
Agreement ("NOTICE") shall be in writing and shall be either (a) delivered in
person (including by a nationally recognized courier service such as Federal
Express); or (b) sent to the other party by certified mail with return receipt
requested. Notices shall be delivered or sent as follows or to such other
address as a party may hereafter establish by Notice given in the manner
prescribed in this Section.
If to Seller:
Airport Services, Inc.
ASI-DIA, L.P.
234 Columbine Suite 310
Denver, Colorado 80206
With a copy to:
Sherman & Howard, L.L.C.
633 Seventeenth Street
Denver, Colorado 80202
Attn: Robert Mintz, Esq.
If to Buyer:
Quiz-DIA, Inc.
1415 Larimer Street
Denver, Colorado 80202
Attention: Legal Department
With a copy to:
Moye, Giles, O'Keefe, Vermeire & Gorrell, LLP
1225 Seventeenth Street Suite 2900
Denver, Colorado 80202
Attn: John E. Moye, Esq.
A Notice shall be considered given when delivered.
<PAGE>
17.6 HEADINGS. The titles and headings herein are for convenience only. In
case of ambiguity or inconsistency, the text rather than the titles or headings
shall control.
17.7 GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Colorado. The
parties hereto consent to venue and jurisdiction in, and agree that the sole
venue shall be, the District Court in and for the City and County of Denver,
Colorado, or in the United States District Court for the District of Colorado,
for any action commenced relating to this Agreement or THE TRANSACTIONS
CONTEMPLATED HEREBY. THE PARTIES AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT
OF THIS AGREEMENT SHALL BE HEARD BY A COURT SITTING WITHOUT A JURY AND THUS
HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.
17.8 ATTORNEYS' FEES. In the event of any dispute hereunder, or any default
in the performance of any term or condition of this Agreement, the prevailing
party shall be entitled to recover all costs and expenses associated therewith,
including reasonable attorneys' fees.
17.9 SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached hereto are
incorporated by reference into this Agreement.
17.10 FURTHER ASSURANCES. Each of the parties hereto shall, from time to
time after the Closing, upon the request of any other party hereto, duly
execute, acknowledge and deliver all such further instruments and documents
reasonably required to further effectuate the interests and purposes of this
Agreement.
17.11 KNOWLEDGE. Any reference to the "knowledge" of Seller shall mean the
actual knowledge of the officers of Airport Services, Inc. without any
investigation.
IN WITNESS WHEREOF, the parties have executed this Agreement themselves or
by their authorized representatives.
SELLER: BUYER:
AIRPORT SERVICES, INC. QUIZ-DIA, INC.
BY: /s/ Robert B. Hahn BY: /s/ Patrick E. Meyers
________________________________ __________________________________
ITS: PRESIDENT ITS: VICE PRESIDENT, GENERAL COUNSEL
BY: /s/ Gary Kortz
________________________________
ITS: SECRETARY/TREASURER
<PAGE>
ASI-DIA, L.P.
By: Airport Services, Inc.
General Partner
BY:________________________________
ITS:_______________________________
