5.18 Solvency. Assuming that the buyer of restaurant assets fulfills all of its obligations under this agreement, the seller of restaurant assets has sufficient resources to meet all obligations to its creditors. Restaurant Asset Seller is solvent and has assets that are more than fair value than its liabilities. The purchase price is fair, was negotiated on an arm-length basis and is higher than sellers of restaurant assets could receive for the assets if those assets were sold on a liquidation basis. Restaurant Asset Seller had the opportunity to be advised by its independent advisors on the benefits of the transaction described here. Restaurant Asset Seller does not engage in this transaction under duress or at the request of a lender, creditor or FLA. WHEREAS Ocean Enterprises, Inc. owns and operates a restaurant and bar, gift shop and banquet (the “Store”), known as Shuckers Restaurant (the “Restaurant”) located at 9800 South Ocean Drive, Jensen Beach, Florida 34957 (the “Site”); and it is customary for the buyer to have the sales document, but there is no reason why the seller should not obtain an advantage by providing the first project. e. references to a party to this Agreement or to any other agreement or instrument or instrument include its successors or authorized beneficiaries of the assignment; and 5.1 Organization, good reputation. Habilitation. Restaurant Asset Seller is an organized, valid and reputable property according to the rules of the State of Florida. Restaurant Asset Seller has all the necessary powers and corporate powers to own and manage its real estate and continue its activities as it is currently managed.
The seller of restaurant assets has all the contractors and the shareholder is entitled to enter into this agreement and all other agreements and documents that they must perform when entering into this agreement (together the “takeover agreements”). Sales contracts have been or are duly executed by the seller of restaurant assets and constitute the legal, valid and binding obligations of the seller of catering assets that may be applied to the seller of restaurant assets, in accordance with their respective terms, unless enforcement can be compromised by bankruptcy-related laws. Reorganization, insolvency and creditor rights, as well as the availability of rights of omission, specific benefits and other appropriate remedies. . . .