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<br />3. Closinll Date. The parties shall close this transaction on or before July 1 ", 2009,
<br />The "Closing Date".
<br />
<br />4. Inventorv. The Buyer shall pay for inventory by a separate check yet to be
<br />determined. Inventory includes: beer, liquor, cigarettes, food, soda pop, ect.
<br />
<br />5. No Assumotion of Liabilities. Buyer does not assume, and shall not be responsible
<br />for, any liability, obligation or commitment of Seller, whether existing, actual,
<br />absolute, accrued or contingent, except the following obligations, which Buyer shall
<br />assume and agree to pay:
<br />
<br />6. Reoresentations. Warranties and Covenants of Seller. Seller represents and warrants to,
<br />and covenants with, Buyer that:
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<br />A. Seller is the owner of, and at the closing will deliver to Buyer, good and
<br />marketable title to all of the Assets, free and clear of all liens, mortgages,
<br />pledges, security interests, charges, claims, restrictions or encumbrances.
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<br />B. There is no litigation or other legal or administrative proceeding currently
<br />pending or known by Seller or to be threatened against Seller, or the Assets,
<br />which would prevent Seller or from carrying out the terms of this Agreement.
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<br />C. During the past 12 months, neither Seller, nor any predecessor or affiliate of
<br />Seller has been involved as debtor in any proceeding under the U.s. Bankruptcy
<br />Code, or any state insolvency, receivership or similar statute.
<br />
<br />D. The furniture, fixtures, and equipment being sold to Buyer are, to the best of the
<br />knowledge of Seller, in good working condition and repair and presently in
<br />conformity with all applicable ordinances, regulations and all other federal,
<br />state or local laws.
<br />
<br />E. Subject to Section 5 above, all expenses related to the operation of the Business
<br />including, without limitation, all employee benefits (if any), pensions (if any),
<br />compensation, all unemployment compensation and worker's compensation
<br />insurance, all federal and state payroll and other taxes, and all utility and other
<br />charges and liabilities incurred by Seller prior to closing shall be the
<br />responsibility of, and shall be paid in full by, Seller when due, except that any
<br />payroll or income taxes shall be paid at the time required by law. All federal,
<br />state and other tax returns required of Seller have been, and as of the Closing
<br />Date will have been, properly completed and filed as provided by law.
<br />
<br />F. Liquor license must be applied for and obtained by Buyer.
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<br />G. Buyer is aware that Liquor Barrel name is not part of sale.
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