LEASE TRANSFER AND ASSET PURCHASE AGREEMENT
This Lease Transfer and Asset Purchase Agreement (this Agreement ) dated as of April 3, 2009, by and between City Capital Petroleum, LLC ( Acquisition ), a New York limited liability company, and Brookhaven Gasoline Co. Inc. (formerly known as Friends of Long Island, Inc.), a New York corporation ( Seller ). Certain terms used in this Agreement are defined in Section 6.9 hereof.
WHEREAS, Seller leases and operates a certain gas station and convenience store and is engaged in the business of providing gasoline and convenience items at the premises at 2510 Montauk Hwy, Brookhaven, New York 11719 (the Premises ) and any other services or products in connection with such gas station and convenience store (the Business ); and
WHEREAS, Acquisition wishes to acquire the lease from Seller and purchase all of Sellers inventory located at the Premises, and Seller wishes to transfer such lease and sell such inventory to Acquisition upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
TRANSFER OF LEASE; PURCHASE OF ASSETS
SECTION 1.1 Transfer of Lease; Assets to be Sold. Except as otherwise
provided in Section 1.2, at the closing provided for in Section 2.3 (the Closing ), Seller shall sell, assign, transfer and deliver to Acquisition all of the assets, properties, rights and business of Seller of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller (all of such assets, properties, rights and business being hereinafter sometimes called the Purchased Assets ), including, without limitation:
the lease agreement made as of May 1, 2008 between O.K. Petroleum Distribution Corp. a New York corporation, and Seller in connection with the Premises (the Lease ), and all of Sellers rights thereunder;
all machines and equipment, pumps and any other personal property relating to the Business located at the Premises;
all inventory on hand at the premises, including all gas stored in the tanks and product located on the Premises;
all customer information or documentation;
all trade accounts receivable and inventory on hand at located at the Premises and prepaid expenses;
all tangible personal property, including all computers, machinery, equipment, furniture, furnishings, leasehold improvements, fixtures, vehicles, structures, any related capitalized items and any other tangible property of Seller (collectively, the Tangible Property );