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Sample Business Contracts

Asset Purchase and Property Transfer Agreement - St. Vrain Trading LLC dba Crocs Hawaii LLC and Crocs Inc.

ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT

        This ASSET PURCHASE AND PROPERTY TRANSFER AGREEMENT (this "Agreement"), dated effective as of May 19, 2005 (the "Agreement Date"), is entered into by and between St. Vrain Trading, LLC, d/b/a Crocs Hawaii, LLC, a Colorado Limited Liability Company ("Seller"), and Crocs, Inc. a Colorado company ("Buyer" or "Crocs").

        WHEREAS, Buyer manufactures and sells Crocs brand products; and

        WHEREAS, Seller owns and operates a business unit in Honolulu, Hawaii which markets and distributes Crocs brand products to local retailers (the "Business"); and

        WHEREAS, Crocs desires to purchase, and Seller desires to sell, certain assets of the of the Business for the Purchase Price (as defined in Section 4.1 below), subject to the terms and conditions of this Agreement; and

        WHEREAS, in connection with the execution of this Agreement desires to accept the assignment of the lease for the property where the Business is currently located (the "Lease Agreement"):

        NOW, THEREFORE, the parties hereto agree as follows:

        1.    Purchase and Sale of Purchased Assets.    Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, assign, transfer and convey to Crocs, and Crocs agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the assets owned by the business other than the Excluded Assets (as defined below) as listed on the adjusted balance sheet dated May 19, 2005 (the "Closing Date Balance Sheet"). A true and correct copy of the Closing Date Balance sheet is attached hereto as Exhibit 3 to this Agreement. The Purchased Assets shall be delivered to Crocs free and clear of any mortgage, pledge, lien, or other encumbrance. For the purposes of this Agreement, "Purchased Assets" shall mean the following:

Notwithstanding the description contained in this Section 1, a list of the Purchased Assets prepared by Seller is attached hereto as Exhibit 1.

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        2.    Asset Transfer; Passage of Title; Delivery.    

        3.    Retention of Liabilities.    Seller shall retain all of the liabilities of Seller other than the Assumed Liabilities (defined in Section 3(ii) below). For the purposes of this Agreement "Retained Liabilities" shall mean the following:

        4.    Consideration for Purchased Assets.    

        5.    Closing.    

        The consummation of the purchase and sale of the Purchased Assets contemplated hereby (the "Closing") will take place, but effective as of the Agreement Date (the "Closing Date").

        6.    Employees.    

        Seller will terminate all of its employees on the Closing Date. Crocs agrees to offer employment to the employees of the Business that Crocs desires to retain.

        7.    Representations and Warranties of Seller.    

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        8.    Representations and Warranties of Buyer.    

        9.    Assignment of Lease.    

        On the Closing Date Seller agrees to assign, and Buyer agrees to accept assignment, of the Lease Agreement. Buyer shall be responsible for and shall perform all future payments and obligations due under the Lease Agreement following the Closing as and when due in accordance with the terms of the Lease Agreement. Seller shall be responsible for obtaining the consent of the Landlord to the assignment of the Lease Agreement to Buyer and for any claims, liabilities or damages resulting from Landlord withholding such consent. After Closing, Buyer shall use commercially reasonable efforts to obtain the release of the personal guaranties of Mark Retzloff and Theresa Retzloff of the Lease Agreement.

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        10.    Seller's Indemnification.    

        The Seller shall indemnify the Buyer (including but not limited to Buyer's officers and board members) in respect of, and hold the Buyer harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, diminutions in value of assets, losses and expenses (including without limitation amounts paid in settlement, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Buyer resulting from, relating to, constituting or arising out of:

        Notwithstanding anything in this Section 10 to the contrary, Seller's liability under this Agreement shall not exceed the Cash Consideration.

        11.    Buyer's Indemnification.    

        Crocs shall indemnify, defend and hold harmless Seller, and Seller's managers, members and employees, from any Damages they incur or suffer resulting from, relating to, constituting or arising out of:

        12.    Miscellaneous.    

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        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Agreement Date.

Crocs Hawaii, LLC
By:	/s/  MARK RETZLOFF
	Name: Mark Retzloff
	Title: Managing Partner
Crocs, Inc.
By:	/s/  CARYN ELLISON
	Name: Caryn Ellison
	Title: CFO

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EXHIBIT 1
Purchased Assets

Computer/Printer

Warehouse Racks

Ladder

Ventilation Fan

32 Gridwall Kits

Office Machines

Tables

Organizers

Chairs

Office Supplies

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EXHIBIT 2.1

Bill of Sale

GENERAL ASSIGNMENT AND BILL OF SALE

        THIS ASSIGNMENT AND BILL OF SALE is entered into effective the 3rd day of May, 2005 by and between Crocs, Inc. a Colorado company ("Crocs"), and Crocs Hawaii, LLC, a Hawaii limited liability company ("Seller").

        WHEREAS, Seller and Crocs have entered into that certain Asset Purchase and Property Transfer Agreement, dated effective as of May 3, 2005 (the "Agreement"), pursuant to which Seller has agreed to sell, transfer, convey, assign and deliver to Crocs and Crocs has agreed to purchase from Seller all of the Purchased Assets (as defined in the Agreement).

        NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller hereby irrevocably sells, transfers, conveys, assigns and delivers to Crocs free and clear of all liens and encumbrances, all of Seller's right, title and Interest in, to and under the Purchased Assets, TO HAVE AND TO HOLD the same unto Crocs, its successors and assigns, forever, and Crocs hereby accepts the sale, transfer, conveyance, assignment and delivery of same.

        This General Assignment and Bill of Sale may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

        This General Assignment and Bill of Sale shall be governed by and construed in accordance with the laws of the State of Colorado applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof, except that if it is necessary in any other jurisdiction to have the law of such other jurisdiction govern this General Assignment and Bill of Sale in order for this General Assignment and Bill of Sale to be effective in any respect, then the laws of such other jurisdiction shall govern this General Assignment and Bill of Sale to such extent.

        IN WITNESS WHEREOF, the parties hereto have each caused this General Assignment and Bill of Sale to be signed and delivered by its duly authorized officer, all as of the date first set forth above.

Crocs Hawaii, LLC
By:	/s/  MARK RETZLOFF
	Name: Mark Retzloff
	Title: Managing Partner
Crocs, Inc.
By:	/s/  CARYN ELLISON
	Name: Caryn Ellison
	Title: CFO

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EXHIBIT 3

Closing Date Balance Sheet Dated May 19, 2005

Crocs Hawaii
Balance Sheet
As of May 19, 2005

							May 19, 05
ASSETS
	Current Assets
		Checking/Savings
			BOH Checking				70,225.68
		Total Checking/Savings					70,225.68
		Accounts Receivable
			Accounts Receivable				11,481.19
		Total Accounts Receivable					11,481.19
		Other Current Assets
			Rent Deposit				1,750.00
			Inventory Asset				33,972.93
		Total Other Current Assets					35,722.93
	Total Current Assets						117,429.80
TOTAL ASSETS							117,429.80
LIABILITIES & EQUITY
	Liabilities
		Current Liabilities
			Accounts Payable
				Accounts Payable			92,219.96
			Total Accounts Payable				92,219.96
			Credit Cards
				Advanta			3,981.90
			Total Credit Cards				3,981.90
			Other Current Liabilities
				Payroll Liabilities
					Fed W/H Payable		427.00
					HI State W/H Payable		642.26
					Social Security W/H Payable		376.16
					Medicare W/H Payable		87.96
					Corp SS Payable		376.16
					Corp Medicare Payable		87.96
					Federal Unemployment Payable		43.29
					HI State Unemployment Payable		333.55
					HI ETF Payable		1.39
					Payroll Liabilities—Other		13.93
				Total Payroll Liabilities			2,389.66
				Sales Tax Payable			967.29
			Total Other Current Liabilities				3,356.95
		Total Current Liabilities					99,558.81
	Total Liabilities						99,558.81
	Equity
		Equity—Mark Retzloff					58,850.00
		Retained Earnings					(5,987.90	)
		Net Income					(34,991.11	)
	Total Equity						17,870.99
TOTAL LIABILITIES & EQUITY							117,429.80

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EXHIBIT 3-1

Assumed Liabilities

        1.     Lease Agreement

        2.     

        3.     

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EXHIBIT 4

Settlement Statement

HAWAII CLOSING

			5/19/05 B/S		Adj		Total
Assets
	Cash		70,226				70,226
	A/R		11,481				11,481
	Inventory		33,973		5,937		39,910
	Other		1,750				1,750
Total Assets			117,430		5,937		123,367
Liabilities
	A/P		92,220		6,764		98,984
	Credit Cards		3,982				3,982
	Other Current Liabilities		3,357				3,357
Total Liabilities			99,559		6,764		106,323
Equity			17,871		0		17,871
Total Liabilities and Equity			117,430		6,764		124,194
Net Equity			17,871		0		17,044
Less: A/R			11,481		0		11,481
Payment			50,000				50,000
Total Cash Consideration			56,390				55,563

        IN WITNESS WHEREOF, the undersigned have executed this Settlement Statement effective as of May 19, 2005.

Crocs Hawaii, LLC
By:	/s/  MARK RETZLOFF
	Name: Mark Retzloff
	Title: Managing Partner
Crocs, Inc.
By:	/s/  CARYN ELLISON
	Name: Caryn Ellison
	Title: CFO

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