|
3. Terms of Payment
<br />(a) The Purchase Price shall include the principal and imputed interest
<br />39
<br />charged at the annual rate of 6%. The principal payments shall total $ , C ^ 0,;, 7
<br />$1,939,774.84 and the imputed interest payments shall total �659,282 6+ r
<br />$260,225.16. The principal and imputed interest shall be paid in immediately
<br />available funds in equal yearly installments of $440,000 each for a period not to
<br />exceed five years. The first payment shall be due on November 1, 1997, and each
<br />consecutive payment shall be due on November 1 of the following year. The last
<br />payment shall be due on November 1, 2001.
<br />(b) Buyer shall amortize the $100,000 for the cancellation of the Golf
<br />Professional Services Agreement and the covenant not to compete over the period
<br />from August 15, 1997 through November 1, 1997, by increasing the amount of
<br />greens fees referenced in Section 14 to be received by Seller until the amount paid to
<br />Seller equals the purchase price of $100,000. If the Seller's recovery of the green fees
<br />referenced in Section 14 are insufficient to total $100,000 by November 1, 1997,
<br />Buyer shall remit the difference between the green fees recovered by Seller between
<br />August 15, 1997, and November 1, 1997, and the total purchase price in
<br />immediately available funds by 5:00 p.m. on November 1, 1997. If the Seller's
<br />recovery of the green fees totals $100,000 before November 1, 1997, Buyer shall
<br />notify Seller in writing and Seller shall not recover any additional green fees.
<br />4. Adjustments at Closing
<br />Prior to the Closing Date Seller will remove from the balance sheet of the
<br />Corporation, and shall be entitled to and be liable for various existing assets and
<br />liabilities, such that at the Closing Date the balance sheet of the Corporation will
<br />reflect only those assets shown on Exhibit A and only those liabilities shown on
<br />Exhibit B, plus sufficient assets to offset any operating payables (i.e., payroll tax and
<br />sales tax liabilities) that are accrued on the balance sheet at the Closing Date.
<br />After the close of escrow Seller shall pay to Buyer any additional accrued
<br />expenses through August 15, 1997 for items including, but not limited to rent,
<br />insurance premiums, utility charges, payroll, additional payroll taxes, and corporate
<br />income taxes, and Buyer shall pay to Seller the amount of any prepaid expenses that
<br />represent payments for operating expenses after August 15, 1997 including, but not
<br />limited to rent, insurance premiums, utility charges, payroll, payroll taxes, and income
<br />taxes. The parties agree that Seller shall be responsible for and shall indemnify Buyer
<br />for any additional sales tax, payroll tax, or income tax liability of the Corporation
<br />GOLF COURSE SERVICES PURCHASE AGREEMENT PAGE 2
<br />rev 627/97, 6f30/97
<br />
|