Purchase Agreement - Carrabba's Italian Grill Inc. and Gold Coast Restaurant Group Inc.
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made and entered into
effective as of January 1, 2001, by and between CARRABBA'S ITALIAN GRILL, INC.,
a Florida corporation ("Seller"), and GOLD COAST RESTAURANT GROUP, INC., a
Florida corporation ("Purchaser").
WHEREAS, pursuant to that certain Agreement of Limited Partnership of
Carrabba's/South Florida-I, Limited Partnership ("Partnership") dated January 1,
1997, as amended by that certain First Amendment to Agreement of Limited
Partnership of Carrabba's/South Florida-I, Limited Partnership dated August 2,
1999, Seller is the owner of an eighty-one percent (81%) partnership interest in
the Partnership as a general partner; and
WHEREAS, the Partnership owns and operates those certain Carrabba's
Italian Grill restaurants specified on EXHIBIT A attached hereto and
incorporated; and
WHEREAS, Seller desires to sell and Purchaser desires to purchase a
thirty-six percent (36%) partnership interest in the Partnership as a general
partner for the consideration hereinafter specified.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
specified, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each party, it is agreed as
follows:
1. SALE OF PARTNERSHIP INTEREST. At the Closing, Seller shall sell,
assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase
from Seller for the purchase price set forth below, subject to the terms and
conditions of this Agreement, a thirty-six percent (36%) general partner
interest in the Partnership ("Partnership Interest").
2. CONSIDERATION. The total purchase price for the Partnership Interest
being purchased and sold hereunder shall be One Million Six Hundred Thousand and
No/100 Dollars ($1,600,000.00), evidenced by a promissory note in the form
attached hereto as Exhibit A ("Promissory Note").
3. TRANSFER OF PARTNERSHIP INTEREST. At the Closing, Seller shall
transfer to Purchaser the Partnership Interest, free and clear of all liens,
encumbrances, and claims, except for a purchase money security interest in favor
of Seller to secure payment of the Promissory Note.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby
represents and warrants to Seller as follows:
(a) Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Florida.
(b) Purchaser has the corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby.
(c) This Agreement constitutes a valid and legally binding
agreement of Purchaser, which when executed and delivered in accordance with the
provisions hereof, shall be valid and legally binding upon Purchaser in
accordance with its terms.
5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents
and warrants to Purchaser as follows:
(a) Seller is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Florida.
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(b) Seller has the corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder, and to
consummate the transactions contemplated hereby.
(c) This Agreement constitutes a valid and legally binding
agreement of Seller, which when executed and delivered in accordance with the
provisions hereof, shall be valid and legally binding upon Seller in accordance
with its terms.
(d) Seller is the sole beneficial owner of the Partnership
Interest and has full power and authority to transfer the Partnership Interest
to Purchaser in the manner provided in this Agreement, free and clear of all
liens, claims, or charges.
6. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. The obligations of
Seller to consummate this transaction are subject to the fulfillment, prior to
or at the Closing, of each of the following conditions, any and all of which may
be waived in whole or in part by Seller:
(a) Purchaser's representations and warranties contained in
this Agreement shall be true at the time of Closing as though such
representations and warranties were made at such time.
(b) Purchaser shall have performed and complied with all
agreements and conditions required by this Agreement to be performed or complied
with by Purchaser, and shall, at or before Closing, properly execute and deliver
all documents necessary to effect completion of this transaction.
7. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The obligations of
Purchaser to consummate this transaction are subject to the fulfillment, prior
to or at the Closing, of each of the following conditions, any and all of which
may be waived in whole or in part by Purchaser:
(a) Seller's representations and warranties contained in this
Agreement shall be true at the time of Closing as though such representations
and warranties were made at such time.
(b) Seller shall have performed and complied with all
agreements and conditions required by this Agreement to be performed or complied
with by Seller, and shall, at or before Closing, properly execute and deliver
all documents necessary to effect completion of this transaction.
8. NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties, and agreements made by the parties in this Purchase Agreement, or
pursuant hereto, shall survive the Closing and shall not expire.
9. ADDITIONAL DOCUMENTATION. The parties hereby agree to enter into
such agreements or other documents as may be required to evidence the agreement
of the parties herein contained and the transactions contemplated hereunder.
10. CLOSING. The Closing shall take place simultaneously upon execution
hereof, or at such other time and place as shall be mutually agreed upon by the
parties, to be effective as of the date hereof.
11. BINDING. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and the respective legal representatives,
successors, and assigns of the parties hereto.
12. ATTORNEYS' FEES. In the event of any dispute arising out of this
Agreement or any instrument given in connection herewith, or in the event it
shall become necessary for a party to employ counsel to protect the party under
this Agreement or any instrument given in connection herewith, the prevailing
party shall be entitled to recover reasonable attorneys' fees and costs, whether
incurred out of court or in litigation, including fees and costs incurred for
representation on appeals.
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13. GOVERNING LAWS. This Agreement shall be subject to, governed by,
and construed in accordance with the laws of the State of Florida.
14. SEVERABILITY. If for any reason any provision of this Agreement is
held invalid, such invalidity shall not affect any other provision of this
Agreement not held invalid, and all such other provisions shall continue in full
force and effect. If any provision of this Agreement shall be held invalid in
part, such invalidities shall in no way affect the rest of such provision not
held so invalid, and the rest of such provision, together with all other
provisions of this Agreement, shall to the full extent consistent with law,
continue in full force and effect.
15. HEADINGS. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not constitute a part hereof.
16. ENTIRE AGREEMENT. This Agreement, including the other documents
referred to herein which form a part hereof, contain the entire understanding of
the parties hereto with respect to the subject matter contained herein and
supersedes all prior agreements and understanding between the parties with
respect to such subject matter.
17. AMENDMENT. This Agreement may not be amended or modified except by
instrument in writing signed by all of the parties.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date first set forth above.
"SELLER" "PURCHASER"
CARRABBA'S ITALIAN GRILL, INC., GOLD COAST RESTAURANT GROUP, INC.,
a Florida corporation a Florida corporation
By: By:
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Steven T. Shlemon, President F. Beaven Smith, President
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EXHIBIT A
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IDENTIFICATION AND LOCATION OF
RESTAURANTS
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1006 WEST PALM BEACH
2224 Palm Beach Lakes Blvd.
West Palm Beach, FL 33409
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1008 STUART
2700 South East Federal Hwy.
Stuart, FL 34994
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1009 BOYNTON BEACH
1999 North Congress Avenue
Boynton Beach, FL 33426
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6006 CORAL SPRINGS
2501 University Drive
Coral Springs, FL 33065
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6017 DELRAY BEACH
335 East Linton Blvd.
Delray Beach, FL 33444
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