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Home My WebLink AboutS2 Buy Sell RBW Amended Signed (AMENDED) Euy-Sell Agreement for Transfer of Montana Restaurant Beer License This Buy-Sell Agreement("Agreement") is made and entered into as of December 18, 2023, by and between Cos Hombres, LLC,whose mailing address is 2517 Outlaw Lane, Belgrade, MT 59714 ("Seller'), and Vienne, LLC,whose mailing address is 101 South Wallace Avenue, Bozeman, MT 59715 ("Buyer"), collectively referred to as the "Parties." 1 I This Agreement amends and fully supersedes a prior version of the Agreement dated December 4, 2023, and signed by the parties on December 15, 2023. i 1. Purpose: The purpose of this Agreement is to facilitate the transfer of the Montana Restaurant Beer and 1 Wine License#06-715-3185-402 (the "License")from the Seller to the Buyer in accordance with the provisions of this Agreement and the requirements set forth by the Montana Department of Revenue. 9� 2. License Transfer: ? The Seller agre-2s to transfer the License to the Buyer for two hundred and fifty thousand dollars ($250,000.00)(rhe "Purchase Price"), upon the fulfillment of the conditions outlined in this Agreement. Bu/er shall pay Seller the entire Purchase Price in cash or other immediately available funds at the closing. Seller shall convey the License to Buyer at closing, by Bill of Sale, free and clear cf liens and encumbrances. Closing shall occur within ten (10) business days of the date the M Dntana Department of Revenue informs Buyer that it is prepared to approve Buyer's Application (defined below) upon its revi and approval of the executed closing documents. Closing shall occur at the offices of Morl+ nc. T" l e /'04.located at {(4 02e0+u✓7 ("Closing Agent"). The Parties need not attend the closing in person. 3. Conditions fc r License Transfer: (i) The LicEnse transfer is subject to the condition that the Buyer must electronically submit a complete no-premises license application to the Montana Department of Revenue;the no- premises application must be received by the Department of Revenue on or before 5 PM on February 29, 2C24. Alternatively, Buyer may,with the consent of the Department of Revenue, submit a with-premises application on or before December 29, 2023, (ii) The closing of this transaction is contingent upon the Department of Revenue's final approval of Buyer's Application (defined in Section 4). NO The License must transfer to Buyer free and clear of any liens or other encumbrances. If any of the above conditions are not met,this Agreement shall be terminated in all respects. 4. Definition of Complete License Application: (i) A complete no-premises license application, as set forth in Section 2.9 of Seller's Settlement Agreement with the Department of Revenue described below, includes filling out the application in its entirety and following all instructions, including but not limited to instructions regarding attachments. The application must be completed in the names of all persons who will have an ownership interest in the business to be operated under the license. All required forms, processing and license fees, and supporting documentation, are necessary for the application to be considered complete by the Department of Revenue. (ii) If Buyer submits a with-premises application, with the consent of the Department of Revenue as described in the second sentence of Section 3(ii), the complete application requires all information described in Section 4(i), plus any additional information required by ARM 42.12.101(2), unless expressly waived by the Department of Revenue as provided in ARM 42.12.101(7). S. Application Deadline: If Buyer submits a no-premises application as described in the first sentence of Section 3(i), then Buyer acknowledges it must also submit a complete premises application to the Department of Revenue within six months of the no-premises License approval, and the premises application must be approved by the Department of Revenue within 1 year of the no premises application approval. 6. Acknowledgment of Settlement Agreement: The License purchaser acknowledges that transfer of the License is governed under the terms of ' the attached Settlement Agreement between the Montana Department of Revenue and Dos Hombres, LLC. The License transfer is subject to the condition that no funds for the purchase of the license shall be exchanged between the Parties prior to the approval of the License by the Montana Department of Revenue,with the exception of earnest money not to exceed 5%of the purchase price. 7. Liabilities, Indemnification, Covenants: (i) Buyer will not in any way assume any debt, liability, or obligation of Seller, whether known or unknown, whether asserted or unasserted, whether absolute or contingent. (ii) Seller shall indemnify and hold Buyer harmless from and against any debt, liability or obligation (including reasonable attorneys' fees) relating to the License (in contract, tort or otherwise), which arises after the closing and which is based upon or arises from any act, omission, transaction, sale of goods or services, state of facts or other conditions which occurred or existed on or before the closing. (iii) Seller shall indemnify and hold Buyer harmless from and against any and all damage or deficiency resulting from any misrepresentation, breach of warranty or covenant, or non- fulfillment of any agreement on the part of Seller under this Agreement(including reasonable attorneys'fees). (iv) Buyer shall Indemnify and hold Seller harmless from and against any debt, liability or obligation (including reasonable attorneys'fees) relating to the License(in contract,tort or otherwise),which arises after the closing and which is based upon or arises from any act, omission,transaction,sale of goods or services,state or facts or other conditions which occurs or exists subsequent to the closing. (v) Buyer shall indemnify and hold Seller harmless from any and all damage or deficiency resulting from any misrepresentation,breach of warranty or covenant,or non-fulfillment of any agreement on the part of Buyer under this Agreement(including reasonable attorneys'fees). (vi) Between the date hereof and the final approval of the Application,Seller will not, without obtaining Buyer's prior written consent:(a)Sell,assign,lease or otherwise transfer or dispose of the License;or(b)create,assume or permit to exist any security interest, mortgage, pledge, lien,conditional sales agreement or encumbrance affecting the License. (vii) Between the date hereof and the final approval of the Application,Seller shall maintain the License in good standing with the Department of Revenue,and comply with all applicable laws and the provisions of the Settlement Agreement. 8.Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana. 9.Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the License transfer and supersedes all prior agreements,understandings,or representations, whether written or oral. 1 IN WITNESS WHEREOF,the Parties have executed this Buy-Sell Agreement as of the date first above written. Dos Hombres,LLC,a Montana limited liability company l Z 20103 omas Walker Paul, Manager a0lember Date 7 2 2- Travis C.Smith, Manager and Member Date Vie e, LLC, a Montana limited liability company S, Z L , 1 � / / g1��-3 Anna Mendoza, Sole Member Date