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Agreement made this 26th day of January, 1984, by Stippo's Inc.,
of Boston, County of Suffolk, Commonwealth of Massachusetts, hereinafter
called the Sellers, and Kevin J. Weeks, of said hereinafter
called the Purchasers.
,, Whereas the Sellers are the owners and holders of all of the out-
standing capital stock of Stippo's Inc., a Massachusetts corporation
with a usual place of business in Boston, Countj of Suffolk, Common-
weath of Massachusetts; and
Whereas the Sellers.are desirous of selling all of their capital
stock of said corporation to the Purchasers; and
Whereas the Purchasers desire to acquire all of the outstanding
capital stock of said Stippo's Inc.
Now Therefore, in consideration-of the mutual covenants herein
contained, the parties hereto agree as follows:
1. The Sellers hereby agree to sell and transfer to the Purchasers
shares of the common capital
stock of Stippo's Inc., (hereinafter called Corporation). The Purchaser
agrees that he or his nominee will purchase such shares in accordance
with the terms and provisions of this agreement. The Sellers jointly
warrant at the closing date said shares will comprise all of the
issued and outstanding capital stock of Corporation.
2. The Sellers agree that on the closing date they will deliver
to the Purchasers the certificates for the shares referred to in Paragraph
1 hereof, duly endorsed in blank, and that at said time the shares will
be transferred free and clear of any and all liens, charges, trusts, and
incumbrances; that the respective transferors thereof will have good right
to sell such shares and will warrant and defend the Purchaser's right and·
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title to said shares against the claims and demands of any and all
3. The Sellers represent, warrant and agree as follows:
(a} That Corporation has been duly incorporated and is now validly
existing under the laws of the Commonwealth of Massachusetts, that the
Sellers are tlie holders of all the issued and outstanding shares of
rcapital stock of said corporation in the amounts and proportions set
forth in Exhibit "A" hereto attached and made_ a part of this agreement,
and that all of said shares are now validly and outstanding, fully
paid and non-assessable; and that there are not now, and will not at the
closing be, any agreements or options for the issuance of additional
(b) Between the date of this agreement and the closing date there
will not be any issue of any additional shares of stock or other securities
of Corporation, or any distribution or authorization of distribution by
Corporation to its stockholders of any of its assets by way of dividend,
purchase of stock, or otherwise.
(c) That they will not prior to the closing, sell, assign, pledge
or otherwise dispose of or incumber the shares of stock hereby agreed to
(d) That Corporation has duly paid any and all corporation taxes,
excises, duties or charges levied, assessed and imposed against it, and
that all income taxes, unemployment, social security, excises, and all
other taxes imposed upon the Corporation by the United State of America .
or any State or governmental subdivision thereof (including withholding
taxes), due and payable_as of the passing of papers, will be duly paid,
and that all returns and reports, including income tax returns required
by any law or regulation to be rendered up to the date of closing, have
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been or, prior to the closing date, will be duly filed by the Corporation.
(e) That Corporation is and at the date of closing will be the
lessee of the property at 295 .Old Colony Avenue, South Boston, Suffolk
County, Massachusetts, and pursuant is the holder of an exclusive
option to purchase said property.
(f) That on the closing date there will not be outstanding and in
force and effect any contracts or leases other than (I) the lease
referred to in Paragraph 3(e) above and various agreements on a month-
to-month basis for rendition of services and purchasing supplies and
materials incidental to a retail liquor store, and (2) the balance due
on a accounts payable, said balance being approximately
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It is recognized that it may become
necessary or desirable for contracts, leases or commitments to be made
between the execution of this agreement and the closing hereunder.
The Purchasers shall designate their duly authorized agent who shall
promptly, when requested to do so, approve or disapprove in writting of
such contracts, leases or commitments, and the Purchasers agree that
approval thereof will not be unreasonably withheld or delayed.. The
Purchasers covenant and agree to perform and discharge all of said
obligations, contracts and commitments of the corporation in so far as
the same relate to matters to be done after the closing.
(g) all wages, overtime, vacations, or additional payments
required to be made to employees of Corporation will have been made
except (1) those wages for the week in which the closing date falls,
and (2) vacation time accrued since January 1, 1984.
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(h) That fire and other insurance will be maintained as at present
until the closing, and that in the event of any loss, the proceeds of
such insurance payable to Corporation will, to the extent that the proceeds
have not been applied toward restoration prior to the closing, be available
to the Purchasers for restoration of the destroyed property.
That all tangible personal property presently on the premises
rof Corporation and used in the operation of the business of Corporation
belong to Corporation except the following:
and that the aforesaid described personal property is the property of
the Sellers and shall be removed by them on or before the closing date.
(j) That there is at the date of the execution of this agreement
(1) no litigation, or (2) no claims in excess of One hundred dollars
($100.00) known to the Sellers to be pending against Corporation.
4. The amount of the purchase price to be paid by the Purchaser
for said shares of stock shall be Twenty Five Thousand Dollars ($25,000.00)
to be paid as follows:
(a) $5,000.00 deposit paid this 9ay
(b) $20,000.00 promissory note to Seller payable
in or within
/() years, at a rate
of interest of /3 % per annum. payable
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5. It is ·understood and·- agreed that the Sellers shall prepare
all required tax returns for Corporation which have not been filed prior
to the closing date.
6. The Purchasers represent and warrant that no corporation or
person is entitled to a commission in connection with the sale herein
contemplated dh account of any act on their part.
1' 7. agreement is expressly contingent upon the exercise of the
option to purchase the real estate at 225 Old Colony Avenue, South Boston,
Suffolk County, Massachusetts; said option to be under the following terms
and conditions purchase price $55,000.00, cash at closing $27,000.00, and
the balance of $28,000.00 to be paid to Abigale Burns (the current owner
of the property) by promissory note at a rate of interest of thirteen (13%)
with payments amortized over thirty (30) years, in equal monthly
installments; said note being due and payable in five (5) years from the
date of closing.
8. The closing of this transaction shall take place at the office
-of Rull & McKenney, 580 East Broadway, South Boston, Massachusetts, at
10:00 A.M. on and such closing shall be
conducted with due diligence and dispatch until it has been concluded.
9. The Sellers shall continue to operate the business heretofore
conducted by Corporation in Boston,·Massachusetts, during the period
between date of the execution of this agreement and the closing date,
and all business transacted during said period shall be for the benefit
of the Sellers.
10. This agreement shall merge all prior undertakings, under-
standings and ·agreements between the parties hereto, ·and shall constitute
the entire contract between them. All negotiations, representations, and·
oral agreements acceptable to both parties have been included herein.
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This agreement shall inure to the benefit of and shall be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
Executed by the parties hereto on the day and year first above
WITNESSES: Stippo's Inc.
. tevin J .JWeeks