Preview
FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 107 RECEIVED NYSCEF: 09/10/2018
SAC 002817
REDEMPTION AGREEMENT
Sate Agreement made effective as of December 31, 2009 by
This is a Redemption
(the and Buckingham of U, LLC (the "Company").
and between Arthur Golann "Selter")
WITNESSETH:
Recitals.
A. The is a New York limited liability company.
Company
B. Seller is the owner of a 20,00% limited company interest (the "LLC
liability
laterest") in the Company.
C. Seller desires to sell, and the Company desires to redeem, Seller's entire LLC
laterest on the terms and conditions set forth in this Agreement
D. Selleris currently employed by the Company and he has agreed to terminate
his employment by the Company upon the sale of his LLC interest.
NOW, THEREFORE, the parties hereby agree as follows:
1 Purchase and Sale
Seller agrees to sell, and the Company agrees to redeem, all of Sellets right, title
and interest in and to the LLC interest free and clear of all liens, claims or encumbrances.
2 Purchase Price and Manner of Payment
2.1 The Purchase Price for the LLC laterest is Two Hundred Thousand Hundred
Dollars ($200,000.00). The Purchase Price is due and payable as follows:
i. $80,000 aball be payable by check on January 1, 2010; and
ii. $120,000 shall be payable in twelve consecutive equal monthly
installments of $10,000 each, due on the first day of each calendar month. The first
monthly installment shall be paid on February 1, 2010 and the final installment
monthly
shall be paid on January 1, 2011.
KABBadlerBuckingham.L jPor.SalAgr.C½½M *ad
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SAC 002818
All of the instanment payments on accounhef the Purchase PMce shall be
2 2
BeHer regular ma0 eturn receipt pequested) or by
eitherhand delivered or sentgo by
which are sent to Seller shall be addressed tehis principal
ovemight courier. installments
6ther address as the SeHer direct in wnting to the Company
residencexor to such may
The shall be antitled in the Purchase Frice, in whole or tñ
2 8 Company prepay
or time and Rom time to tirne.
part; without premidfn penaMyA any
3 Latepayment
annudiirfstáliment of the Purchase Pride is not paid withiMen(10) days after
any
the date on Which such amáunt becomes due and owing, the Cethpany shelf pay to the
Senef upon demand an amount equal to 3% of suchunpaid sum ass late payrnent charge
4 CJesjnhj[
The for thA purchase and nale of the LLC interest:shau take place at the
Closing
offices of the BucKinham Badler Assuciatear Inc.located at 286 Richmond Roadr
Ÿ$lley
Staten Island AlewNorldD309 at 1Òtdû a ráRet such other time and place as the partih
inutually ágree
5 Characterization of thè Purchase Price fat Federal locorne Tak Potposes
The payments inade to Seller on gecourit of the Purchase Pñce shaNbe#eated as
guaranteed payments"for federal iñcorne tax purposesinaccordance withdhe provisions
of Section 736(A) 2]of the Intemal Revenue Cods Seller agrees to treat the payments
consistent with the method the payments are being treated by the Company for federal
incomestax purcosas
6 Itemrio be Deliveted and Executed at the Glosing
64 Sellershall deliver at th¼Closing the following:
á fully executed assignment (in the form annexed hereto as Exhibit Q
whereby the Seller trangfers the LLC interest to the Company;
fi a terrriination otempidyment
c
saate694#e4mmye¥.SaEAghGeernpd
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NYSCEF DOC. NO. 107 RECEIVED SAC
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Badler Associates, inc. shall execute at the
62 The Seller and Buckingham
Agreement (In the annexed as Exhibit whereby Buckingham
an Employment II)
Closing
Seller on the terms and conditions set forth
Badler Associates, ino. agrees to employ the
therein.
7 Representations and Warranties Seller
by
73 Seller represents and warrants as follows:
hereby
Seller is not bound agreement or restrictive covenant which
(a) by any
otherwise restricts Seller from the LLC Interest to the Company.
pichibits or transferring
Seller shal1transfer and convey the LLC Interest to the Company at the
(b)
free and clear of all liens, mortgages, encumbrances, claims or rights of any third
Closing
parties.
As a result of this purchase and sale, all of the rights and benefits
(c)
bestowed on the Seller on account of his ownership of the LLC interest will be
currently
conferred upon the Company.
There are no amounts payable to Seller, or which will be payable to
(d)
Seller with the passage of time, on account of his ownership of the LLC interest.
(s) Seller is not aware or any litigation orthreatened litigation involving the
Company which could materially affect the operations or profitability of the Company.
(f) Seller is not aware of claims made against the Company, or any
threateñed claims or potential claims against the Company, which could have a materially
adverse affect on either the Company's property or business prospects. For purposes of
affect"
this Agreement, the term "materially adverse shall mean a decrease of 5% or more
in the value of the Company's property or in the Company's gross revenues.
(g) Seller is not aware of any one or more clients of the who
Company
have threatened to either reduce the amount of business being conducted with the
Company or have threatened to terminate their business in toto with the Company where
KABMBadienewckinghaaLFPue.8atAgr.Gointawpd
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NYSCEF DOC. NO. 107 RECEIVED SAC
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of potential loss of business, In the aggregate, exceeds 5% of the
the percent the
Company's gross revenues.
Agreement and all of the documents to which the Seller
(b) This anoillary
been executed and delivered Seller, and (b) constitute the legal,
is a party (a) have duty by
obligation and are enforceable against, Seller in accordance with their
valid and binding of,
respective except as such enforceability may be limited by appliable bankruptcy,
terms,
creditors'
or similar laws rights or the availability of equitable
insolvency affecting generally
remedies.
The execution, delivery and performance of this Agreement and
(1)
documents and the consummation of the transactions contemplated herein and
ancillary
therein the Seller do not, and will not, with or without the giving of notice or passage of
by
time or both, violate, conflict with or result in the breach of any term or provision of, or
(a)
require any notice, filing or consent under (i) any Laws; or (ii) any Judgment, decree, writ,
injunction, order or award of any Governmental Authority; (b) violate, conflict with or result
in the breach of any term or provision of, or require any notice or consent under, or entitle
any third party to, exercise any acceleration rights or remedies under, any agreement,
mortgage, indenture, trust, financing agreerñent, lease, or any other material agreement to
which the Seller is a party or by which any of its properties or assets are bound; or (c) result
in any lien upon any of the properties or assets of the Seller.
72 The Company hereby represents and warrants as follows:
(a) This Agreement and all of the ancillary documents to which the
Company is a party (a) have been duly executed and delivered by Cornpany, and (b)
constitute the legal, valid and binding obligation of, and are enforceable against, Company
in acccidance with their respective terms, except as such be limited
enforceability may by
creditors'
applicable bankruptcy, insolvency or similar laws affecting rights generally or the
availability of equitable remedies.
(b) The execution, delivery and performance of this Agreement and the
anclilary documents and the consummation of the transactions contemplated herein and
therein by the Company do not, and will not, with or without the giving of ñütice or passage
assamesenemauew.ssaeomanawpo 4
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of time or both, (a) violate, confllot with or result in the breach of any term or provision of,
or require any notice, or consent under (i) the articles of incorporation or bylaws or
filing
other organizationaldocument of the Company; (ii) any laws; or (iii) any judgment, decree,
writ, injunction, order or award of any Governmental Authority; (b) violate, conflict with or
result in the breach of any term or provision of, or require any notice or consent under, or
entitle any third party to, exercise any acceleration rights or remedies under, any
agreement, mortgage, indenture, trust, financing agreement, lease, or any other material
agreement to which the Company is a party or by which any of its properties or assets are
bound; or (c) result in any Llen upon any of the properties or assets of the Company.
8 Indemnification
BA Seller hereby agrees to indemnify the Company for any losses or damages
the Company may sustain for the breach of any representation or warranty as set forth in
Paragraph 73 of this Agreement
8.2 Company hereby agrees to indemnify the Seller for any losses or damages
the Seller sustain for the breach of representation or as set forth in
may any warranty
Paragraph 7.2 of this Agreement.
9 Events of Default; Acceleration
Upon the occurrence of any of the following ("Events of Default"), the entire unpaid
principal balance and accrued interest due the Seller shall accdvate and become
immediately due and payable:
(I) The failure to timely pay anyinstallmentof interest, and such installment shall
continue to remain unpaid for fifteen (16) days after the receipt of notice by
Seller of such failure to make timely payment;
(ii) The filing by or against the Company of proceedings under
any insolvency
federal or state law, except that the same shall not become an Event of
Default if within sixty (60) days from the date of filing, the moves
Company
successfully to dismiss such proceedings;
KSBadenBoeidnghamlAPur.SatAgr.Gonton.was S
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in the event that the suspends transaction of its usual business;
(iii) Company
The eppointment of a custodian, receiver, trustee or liquidator for the
(iv)
at the instance of govemmental authority;
Company any
anything herein to the contrary, Company shall be granted a grace
Notwithstanding
period of 30 days after receiving notice from the Seller in which to remedy any event of
default other than a monetary default
10 Restrictive Covenant.
10.1 SeUer agrees to be bound by the terms and conditions of the restrictive
covenant contained in the Employment Agreement entered into between Seller and
Buckiñgham Badler Associates, Inc. which is being entered into concurrently with the
execution of this Redemption Agreement. The Seller eclaiowledges that the restrictive
covenant provided in the Employment Agreement was a material inducement to the
Company entering into this Redemption Agreement
10.2 The parties acknowledge that no portion of the Purchase Price for the LLC
interest is being spadfically allocated to this restrictive covenant.
11 Miscellaneous
114 This Agreement sets forth the entire understanding among the parties with
respect to the subject matter hereof. This Agreement shall only be amended by a
document in writing signed by the Seller and the Company.
11.2 This Agreement shall inure to the benefit of, and shall be on each of
binding
the parties hereto, including their respective legal representatives, heirs at law, successors
and assigns.
11.3 This Agreement shall be governed by the fews of the State of New York.
11.4 The invalidity or unenforceability of any particular provision of this Agreement
shall not affect the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
MABBatlIe6sueldngham11W¾Sa1Age.Gotann,wpd b
FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016
NYSCEF DOC. NO. 107 RECEIVED SAC
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11.5 All notices to the parties as provided in this Agreement shall be made in
writing, certified mall, return receipt requested, to the parties as follows:
Arthur Golann
353 Central Avenue
Deer Park, NY 11729
Buckingham of L1, LLC
c/o Stuart Badler
286 Richrnond Valley Road
Staten Island, New York 10309
NOW, THEREFORE, the parties hereby execute this Agreement as of the date first
set forth above.
ARTH GOLANN
BUCKINGHAM R SSOCIATES, INC.
By
St a ler, Pres.
K: Badied9ucklagham.UP $atAgtfao§aarwpd
Preview
FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED NYSCEF: 09/10/2018 SAC 002817 REDEMPTION AGREEMENT Sate Agreement made effective as of December 31, 2009 by This is a Redemption (the and Buckingham of U, LLC (the "Company"). and between Arthur Golann "Selter") WITNESSETH: Recitals. A. The is a New York limited liability company. Company B. Seller is the owner of a 20,00% limited company interest (the "LLC liability laterest") in the Company. C. Seller desires to sell, and the Company desires to redeem, Seller's entire LLC laterest on the terms and conditions set forth in this Agreement D. Selleris currently employed by the Company and he has agreed to terminate his employment by the Company upon the sale of his LLC interest. NOW, THEREFORE, the parties hereby agree as follows: 1 Purchase and Sale Seller agrees to sell, and the Company agrees to redeem, all of Sellets right, title and interest in and to the LLC interest free and clear of all liens, claims or encumbrances. 2 Purchase Price and Manner of Payment 2.1 The Purchase Price for the LLC laterest is Two Hundred Thousand Hundred Dollars ($200,000.00). The Purchase Price is due and payable as follows: i. $80,000 aball be payable by check on January 1, 2010; and ii. $120,000 shall be payable in twelve consecutive equal monthly installments of $10,000 each, due on the first day of each calendar month. The first monthly installment shall be paid on February 1, 2010 and the final installment monthly shall be paid on January 1, 2011. KABBadlerBuckingham.L jPor.SalAgr.C½½M *ad FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED NYSCEF: 09/10/2018 SAC 002818 All of the instanment payments on accounhef the Purchase PMce shall be 2 2 BeHer regular ma0 eturn receipt pequested) or by eitherhand delivered or sentgo by which are sent to Seller shall be addressed tehis principal ovemight courier. installments 6ther address as the SeHer direct in wnting to the Company residencexor to such may The shall be antitled in the Purchase Frice, in whole or tñ 2 8 Company prepay or time and Rom time to tirne. part; without premidfn penaMyA any 3 Latepayment annudiirfstáliment of the Purchase Pride is not paid withiMen(10) days after any the date on Which such amáunt becomes due and owing, the Cethpany shelf pay to the Senef upon demand an amount equal to 3% of suchunpaid sum ass late payrnent charge 4 CJesjnhj[ The for thA purchase and nale of the LLC interest:shau take place at the Closing offices of the BucKinham Badler Assuciatear Inc.located at 286 Richmond Roadr Ÿ$lley Staten Island AlewNorldD309 at 1Òtdû a ráRet such other time and place as the partih inutually ágree 5 Characterization of thè Purchase Price fat Federal locorne Tak Potposes The payments inade to Seller on gecourit of the Purchase Pñce shaNbe#eated as guaranteed payments"for federal iñcorne tax purposesinaccordance withdhe provisions of Section 736(A) 2]of the Intemal Revenue Cods Seller agrees to treat the payments consistent with the method the payments are being treated by the Company for federal incomestax purcosas 6 Itemrio be Deliveted and Executed at the Glosing 64 Sellershall deliver at th¼Closing the following: á fully executed assignment (in the form annexed hereto as Exhibit Q whereby the Seller trangfers the LLC interest to the Company; fi a terrriination otempidyment c saate694#e4mmye¥.SaEAghGeernpd FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED SAC NYSCEF: 09/10/2018 002819 Badler Associates, inc. shall execute at the 62 The Seller and Buckingham Agreement (In the annexed as Exhibit whereby Buckingham an Employment II) Closing Seller on the terms and conditions set forth Badler Associates, ino. agrees to employ the therein. 7 Representations and Warranties Seller by 73 Seller represents and warrants as follows: hereby Seller is not bound agreement or restrictive covenant which (a) by any otherwise restricts Seller from the LLC Interest to the Company. pichibits or transferring Seller shal1transfer and convey the LLC Interest to the Company at the (b) free and clear of all liens, mortgages, encumbrances, claims or rights of any third Closing parties. As a result of this purchase and sale, all of the rights and benefits (c) bestowed on the Seller on account of his ownership of the LLC interest will be currently conferred upon the Company. There are no amounts payable to Seller, or which will be payable to (d) Seller with the passage of time, on account of his ownership of the LLC interest. (s) Seller is not aware or any litigation orthreatened litigation involving the Company which could materially affect the operations or profitability of the Company. (f) Seller is not aware of claims made against the Company, or any threateñed claims or potential claims against the Company, which could have a materially adverse affect on either the Company's property or business prospects. For purposes of affect" this Agreement, the term "materially adverse shall mean a decrease of 5% or more in the value of the Company's property or in the Company's gross revenues. (g) Seller is not aware of any one or more clients of the who Company have threatened to either reduce the amount of business being conducted with the Company or have threatened to terminate their business in toto with the Company where KABMBadienewckinghaaLFPue.8atAgr.Gointawpd FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED SAC NYSCEF: 09/10/2018 002820 of potential loss of business, In the aggregate, exceeds 5% of the the percent the Company's gross revenues. Agreement and all of the documents to which the Seller (b) This anoillary been executed and delivered Seller, and (b) constitute the legal, is a party (a) have duty by obligation and are enforceable against, Seller in accordance with their valid and binding of, respective except as such enforceability may be limited by appliable bankruptcy, terms, creditors' or similar laws rights or the availability of equitable insolvency affecting generally remedies. The execution, delivery and performance of this Agreement and (1) documents and the consummation of the transactions contemplated herein and ancillary therein the Seller do not, and will not, with or without the giving of notice or passage of by time or both, violate, conflict with or result in the breach of any term or provision of, or (a) require any notice, filing or consent under (i) any Laws; or (ii) any Judgment, decree, writ, injunction, order or award of any Governmental Authority; (b) violate, conflict with or result in the breach of any term or provision of, or require any notice or consent under, or entitle any third party to, exercise any acceleration rights or remedies under, any agreement, mortgage, indenture, trust, financing agreerñent, lease, or any other material agreement to which the Seller is a party or by which any of its properties or assets are bound; or (c) result in any lien upon any of the properties or assets of the Seller. 72 The Company hereby represents and warrants as follows: (a) This Agreement and all of the ancillary documents to which the Company is a party (a) have been duly executed and delivered by Cornpany, and (b) constitute the legal, valid and binding obligation of, and are enforceable against, Company in acccidance with their respective terms, except as such be limited enforceability may by creditors' applicable bankruptcy, insolvency or similar laws affecting rights generally or the availability of equitable remedies. (b) The execution, delivery and performance of this Agreement and the anclilary documents and the consummation of the transactions contemplated herein and therein by the Company do not, and will not, with or without the giving of ñütice or passage assamesenemauew.ssaeomanawpo 4 FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED SAC NYSCEF: 09/10/2018 002821 of time or both, (a) violate, confllot with or result in the breach of any term or provision of, or require any notice, or consent under (i) the articles of incorporation or bylaws or filing other organizationaldocument of the Company; (ii) any laws; or (iii) any judgment, decree, writ, injunction, order or award of any Governmental Authority; (b) violate, conflict with or result in the breach of any term or provision of, or require any notice or consent under, or entitle any third party to, exercise any acceleration rights or remedies under, any agreement, mortgage, indenture, trust, financing agreement, lease, or any other material agreement to which the Company is a party or by which any of its properties or assets are bound; or (c) result in any Llen upon any of the properties or assets of the Company. 8 Indemnification BA Seller hereby agrees to indemnify the Company for any losses or damages the Company may sustain for the breach of any representation or warranty as set forth in Paragraph 73 of this Agreement 8.2 Company hereby agrees to indemnify the Seller for any losses or damages the Seller sustain for the breach of representation or as set forth in may any warranty Paragraph 7.2 of this Agreement. 9 Events of Default; Acceleration Upon the occurrence of any of the following ("Events of Default"), the entire unpaid principal balance and accrued interest due the Seller shall accdvate and become immediately due and payable: (I) The failure to timely pay anyinstallmentof interest, and such installment shall continue to remain unpaid for fifteen (16) days after the receipt of notice by Seller of such failure to make timely payment; (ii) The filing by or against the Company of proceedings under any insolvency federal or state law, except that the same shall not become an Event of Default if within sixty (60) days from the date of filing, the moves Company successfully to dismiss such proceedings; KSBadenBoeidnghamlAPur.SatAgr.Gonton.was S FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED SAC NYSCEF: 09/10/2018 002822 in the event that the suspends transaction of its usual business; (iii) Company The eppointment of a custodian, receiver, trustee or liquidator for the (iv) at the instance of govemmental authority; Company any anything herein to the contrary, Company shall be granted a grace Notwithstanding period of 30 days after receiving notice from the Seller in which to remedy any event of default other than a monetary default 10 Restrictive Covenant. 10.1 SeUer agrees to be bound by the terms and conditions of the restrictive covenant contained in the Employment Agreement entered into between Seller and Buckiñgham Badler Associates, Inc. which is being entered into concurrently with the execution of this Redemption Agreement. The Seller eclaiowledges that the restrictive covenant provided in the Employment Agreement was a material inducement to the Company entering into this Redemption Agreement 10.2 The parties acknowledge that no portion of the Purchase Price for the LLC interest is being spadfically allocated to this restrictive covenant. 11 Miscellaneous 114 This Agreement sets forth the entire understanding among the parties with respect to the subject matter hereof. This Agreement shall only be amended by a document in writing signed by the Seller and the Company. 11.2 This Agreement shall inure to the benefit of, and shall be on each of binding the parties hereto, including their respective legal representatives, heirs at law, successors and assigns. 11.3 This Agreement shall be governed by the fews of the State of New York. 11.4 The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. MABBatlIe6sueldngham11W¾Sa1Age.Gotann,wpd b FILED: NASSAU COUNTY CLERK 09/10/2018 07:48 PM INDEX NO. 609073/2016 NYSCEF DOC. NO. 107 RECEIVED SAC NYSCEF: 09/10/2018 002823 11.5 All notices to the parties as provided in this Agreement shall be made in writing, certified mall, return receipt requested, to the parties as follows: Arthur Golann 353 Central Avenue Deer Park, NY 11729 Buckingham of L1, LLC c/o Stuart Badler 286 Richrnond Valley Road Staten Island, New York 10309 NOW, THEREFORE, the parties hereby execute this Agreement as of the date first set forth above. ARTH GOLANN BUCKINGHAM R SSOCIATES, INC. By St a ler, Pres. K: Badied9ucklagham.UP $atAgtfao§aarwpd