Document N8QnNaLnrjaDjdG0ZyVbXoEb
Bloonfi 1, Indiana April 1/1966
,\ChmEKEBT executed this 1st day of *pril, 1966, between Concrete Silo Co., Inc., an Indiana corporation, of Bloomfield, Indiana, hereinafter called Seller, ana ' t F Silo Company, a Michigan corporation, of Charlotte, Michigan, hereinafter called Buyer.
Thti PA1-.1IE3 AGUES AS rCLLCV.S;
1. Seller agrees to sell and Buyer ugr-.-so to bey tfr e following
assets oi Seller located at Charlotte, Kichirun:
K Land and real estate improvements including and on which
the office building is located. The title is to be con
veyed by warianty deed free of all encumbrances except
red estate taxes now due and payable 1 or any period
pri=r--to April 1, 1966.
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B. All factory equipment, installation equipment. Office furniture and eruipment, and the following vehicles: xgajl 1951? De SoCb automobile 1955 International truck Dodge pick-up truck E & 3 engine. All of the foregoing "as is, where is", free of any encumbrance. Title to bs conveyed by bill of sale and assignment or transfer of Vehicle title cards.
C. All inventory of raw material, work in process and finished goods of Charlotte operation of Seller "as is, where is" locatod at Charlotte, Michigan, title to be conveyed by Bill of Sale free of all encumbrances.
^4/c e^ibi/no.
jFOR IDENTIFICATION
I /-JLO-5J
J DATE;
RPTR:
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* DEPOSITION I EXHIBIT (Ve
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XD.
Seller shall assign all right, title and interest in and
to the following 8 ord^ps for new silos of "old ^sj-yle"
stave: Oemmell, Parcroit, McBride, Fuas, K. Shantz. Kiltfr ,Tiegel, Must and Jchuiz; order for extension
from Toc; 4 orders for "new type stave". The 8 orders
dosx not include 1740.00 down payment im* jsi received by
Seller which Seller shall have a right to keep. However,
all down payments on "new style stave" shall he turned over
to Buyer.- Buyor agrees to cch-p-1 ete the orders on the 8
"old style stave" silos in good workmanlike manner and to
assume all other obligations in connection with such orders
qd is customary in the A trade.
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E. Buyer shall have the right to use the words "Michigan Silo" . for the Charlotte operations in a business or corporate r.ase,
in the state of Kichigun.
2. Tho purchase price of the above is $2^,500.00 to bo paid on exeuction of this agreement. Buyer shall also take over the operations of the Charlotte operation of Seller as of this date for the sole account of Buyer. It is understood that Seller1 s assets arc subject to security agreement and financing statement with '*itizens National Bank of
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Flcasintonjf, Indiana. The purchase price check is to be made payable to Seller and said bank and bank shall forthwith send to Euyer satisfaction, of real estate mortgage and release of financing statement.
3. It is understood that, except for the oblipati'n to completo
the silo orders, Buyer does not assume and agree to pay any obligations
of Seller. Seller represents that it is in the process of liquidation
puruuant to Indiana corporate law and the triform Commercial Code excepts
Iran the bulK transfer of assets notice, a liquidation situation. Seller
shall fulfill all requirements of law with respect to such notice or the
pjrvment of *.he accounts.
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4. Seller agrees to hold Buyer free and harmless from any claims, demands, causes of a ction, losses or damages arising out of operation of tr.e Charlotte plant prior to April 1, lv6"i. Sr.ould Buyer benotified of any such claims, etc.. Buyer shall immediately notify Seller of such claims, etc.
5. Euyer shall have the right to all customers lists and primarily but without limiting, all order3, correspondences, notes, etc. with r espset to the orders tobe assumed and fulfilled by Buyer hereunder. IN' V.'ITN'iSS V.liSTtE the parties have executed this agreement by their respectiv officers thereunto duly authorized,
Conrete Silo Co., Inc.
Pro3.
NO'im:
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Nunes and down payment on 4, "new styie stave" orders:
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Shaw, Ross, Vi'llis, and Sm^&h^with deposits of Ross 53376.40 and about S593G- on Sbfcrfflf.
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Buyer agrees to either fulfill the orders for the new stylo stave or to refund money and rescind orders thereof. Buyer also assumes and agrees to pay any cotnmissions duo and payable to salesmen of such 4 orders even if the orders aro not rescinded., and all c::u?ission due and payfihle on ____
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