Purchase and Sale Agreement
Category: Uncategorized
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT made this 7th day of May, 2007 among ADVANCED AESTHETICS, LLC, a Delaware limited liability company (“AA”), KLINGER ADVANCED AESTHETICS, INC., a Delaware corporation (“KAA”) and GK ACQUISITION LLC, a Delaware limited liability company (“Buyer”).
WITNESSETH:
WHEREAS, AA and KAA are subsidiaries of TrueYou.Com Inc. (“TrueYou”), a public company whose shares of common stock are traded in the Pink Sheets and which files Current, Quarterly and Annual Reports with the Securities and Exchange Commission (“SEC”);
WHEREAS, the business activities of TrueYou and its subsidiaries are described in detail in TrueYou’s filings with the SEC, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended July 1, 2006 and Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006 (collectively “SEC Filings”);
WHEREAS, the subsidiaries of AA set forth in Schedule 1.1 hereto (the “Subsidiaries”) hold leases for and operate spa/salons in various locations in the U.S. under the “Georgette Klinger” name, the “Advanced Aesthetics” name and variations thereof;
WHEREAS, KAA holds leases for and operates a store/salon (with office facilities) located at 501 Madison Avenue, New York, New York (“NY Premises”);
WHEREAS, the parties desire that the spa/salon business conducted by the Subsidiaries and at the NY Premises and including all inventory, furniture, fixtures, owned computer equipment and software, customer contracts and files, equipment, supplies, various intellectual property (including all of the Subsidiaries and affiliates rights relating to the name “Georgette Klinger”) and other assets in the premises of the Subsidiaries and at the NY Premises (all of the foregoing business and assets collectively the “Business”) be sold and transferred by AA (“Seller”) and KAA (“Assignor”, and with Seller the “Sellers”) to the Buyer; and
WHEREAS, the parties have agreed that the sale of the Business to Buyer shall be effective as of 12:01 a.m. on April 1, 2007 (“Effective Date of Sale”) and that all profit/loss and other benefits, rights and obligations of the parties shall be allocated between the Buyer on the one hand and Seller and Assignor on the other hand as of the Effective Date of Sale.
NOW THEREFORE, the parties agree as follows:
1. Purchase and Sale of Equity Interests; Lease Assignment; Other Closing Agreements.
1.1. Purchase and Sale of Equity Interests. At the closing provided for in Section 2 below (“Closing”), AA will sell and Buyer will purchase, all of the equity interests of the Subsidiaries set forth on Schedule 1.1 hereto (collectively “Equity Interests”).
====
Click here for the complete Purchase and Sale Agreement