5.1 Organization, good position. authorization. Restaurant Asset Seller is a properly organized, valuable company available and reputable according to the provisions of Florida State Law. Restaurant Asset Seller has all the corporate power and authority to own and operate its real estate and continue its business as it does now. Restaurant Asset Seller has all the corporate powers and the shareholder is authorized to enter into this agreement and all other agreements and documents that they must execute at the time of the conclusion of this contract (together the “acquisition agreements”). The sales contracts have been or are properly executed and delivered by the Asset Seller restaurant and establish the legal, valid and binding obligations of the Asset Seller restaurant, including those enforceable against the Asset Seller restaurant on their respective terms, except that the performance may be compromised by the rights of bankruptcy, redress, insolvency and creditor, as well as by the availability of termination rights, special benefits and equivalent remedies. 11.8 Presentation of the agreement. The submission of this agreement to the Asset Seller restaurant or its representatives or lawyers for verification is not considered an offer to purchase by Restaurant Asset Buyer and there is no agreement regarding the purchase and sale of the acquired assets, unless this agreement is executed and delivered by the Asset Seller restaurant and Restaurant Asset Buyer. Buying a guest estate or a stake in a restaurant (regardless of the percentage) without carrying out a due diligence check of the seller is a recipe for disaster. How do you protect yourself? Consider including the monitoring period in your sales contract, which gives you free and transparent access to the seller`s commercial, cash, debit and business debts. You can protect yourself by obtaining a compensation agreement from the seller that promises to be responsible for unforeseen liabilities that may arise during a period after the sale.
From the seller`s point of view, this could be a concession to convince the buyer to make a deal. 5.2 No injuries. The execution, supply, compliance and execution of acquisition contracts by the Asset Seller restaurant do not violate or violate the statutes or statutes as amended to date (the “charter documents”) of the Asset Sellers restaurant; (ii) laws, regulations, regulations, regulations, orders, judgments or regulations (under which the seller of restaurant assets or one of his assets is subject to one of his assets); (iii) with a party in connection with an agreement or other document to which the seller of Restaurant Asset is involved, to which one of his assets or real estate is related or to which he is subject, in conflict or resulting in a failure of a party or constituting a default; (iv) link to any of these characteristics of the seller of the restaurant`s assets or acquired assets, or give a natural or legal person or organization a right to accelerate or terminate; (v) require the consent or consent of a person in accordance with the documents chartered from such an Asset Sellers restaurant or to an agreement or other document to which the Asset Seller restaurant belongs or to which the Asset Seller restaurant or any of its assets or real estate is subject; (vi) subject to time limitation and/or authorization of public and/or quasi-state bodies that result in the termination, modification or removal of a licence, licence, franchise, administrative authorization, contract, authorization or authorization that are necessary for the legal operation of the activity by Restaurant Asset Buyer; and (vii) will require that the Asset Seller restaurant, any authorization, approval, authorization, submission, registration or exemption, or any other action taken by or from or from or after the end of the year, be obtained by a federal or regional court, administrative authority or any other government authority, with the exception of the FLA and the Department of Hotels and Restaurants.