Bill of Sale - Perrin, David_6/10/1976i
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27071
PURCHASE AGREEMEN'i'
This Agreement made and entered into this �� day of
April 1972, by and between DON WZNIiLER, hereinafter referred tp as
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' SELLER, and DAVID PERRIN, TRILLZS PERRIN, LEO KALMER and MrYRY KpLNiER,
I' � hereinafter referred to as BUYERS, ry
- . . WITNESSETH, That:
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-�"�' .-' SELLER agi•ees to sell to BUYERS and BUYERS agree to pur-
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'�*- ctase.from SELLER the business known as WINY.LER'S DRZVE-IN, including
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' all fixtures,�equipment, inventory, and stock-in-trade as of the
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. close of business on • ,,•:.� ,�,��30 . y�a , an inventory of
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; mhich is attached hereto, made a part hereof, and designated EXHIBIT
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' A, and subject to the following terms and conditions:
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- 1. PURCHASE PRICE. The purchase price shall be THIRTY-
°:`` FNE THOUSAND DOLLARS ($35,000.00), and said purchase
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`" o. o,. price shall be allocated by the_ parties among the items
�'�A - • oP inventory bn E}CHIBZT A attached, and the good will.
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' `.`�.' 2. TERMS OF PAYMENT. The
o purchase price, less the
. down payment paid to SELLER upon execution of this Agree-
,' ment as hereinafter set forth, shall be paid by BUYERS to
�� SELLER as follows:
' �� - • a. $25,000.00 less the down payment an3 earnest
. money deposit_in cash or certified checl, and
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'. ' b, a promissory note for $10,000.00, with ir�terest
„ . at 8S per annum (simple interest), said r.ote to be
executed by the BUYERS, DAVID PERRIN 3nd iRILLIS
� _ �PERRIN.
'�° � "� 3• DOWN PAYMGNP. Phc [3UYCRS have
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_ paid SGI.LER a� a down
� payment and earnest money deposit, the sum of $ — �
-- � the receipt whereof is hereb;/ acknowledged. In the event
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,- - BUYERS fail to carry out this Agreement, SELLER may keep
p
o-� the down paypent and earnest noney deposit as liquidated
•,'-` t damages; but this shall in no event deprive SELLER of the
�a ��. . remedyyof'speciPic performance or other remedies allowed by
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4. GOOD WILL, AND COVENANT NOT TO COMPETE. As a part
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of, and accompanying the good will sold by SELLER to
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BUYERS, SELLER agrees that he will not operate a dr4Ye�in
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restaurant business in competition with the BUYERS within ,--„
the City of Princeton, Indiana, or within a distance of
five (5) miles from said City, for a period of five (5)
years from and after the date of sale.
5. RISK OF LOSS AND POSSESSION. Regardlesa of the ac-
tual date of closing, possession of �he business and all
accompanying items of personal property shall, for all
purposes, be deemed to have been delivered to BUYERS as
of the close •of businesa on __��_ �o ����, and risk
of loss shall pass from SELLER to BUYER at/that time.
6. TAXES, RENi AND UTILITZES. BUYBRS shall pay the
inventory tax, if any,_arising from the inventory on and
as of March 1, 1972. SELLER shall pay all State and
Bederal taxes cccasioned by reason of SELLER'S operation of
the business through G�,� �� o iy�, and shall also
pay all rent and utilities through __����_,�o •�y�„Z ,
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After /i � 3 � .< �, all taxes, rent and utilities
shall be the obligation of BUYERS, and any charges for
any of the above items which cover a period beginning be-
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fore l�y,,,�,; _�o ,�7�i , and ending after «�� �3� ,��/
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, shall be prorated between the parties.
7• USE OF NAME. BUYERS shall have the right to use the
name WINKLER'S DRIVE-IN for a period of one (1) year from
and after � µ� ,�o , ci7� , without charge. In the
event BUYERS wish to continue using sald name after
��.'v .�o ��73 , BUYERS shall pay SELLER the sum
o: 5.��oc. � o for each year or part oP a year there-
after that BUYERS continue to use said name.
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�8. REPRESENTATIONS AND WARRANTIES. BUYERS have been ;:
afforded full opportunity to examine the property herein �". .-;�: "
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sold by SELLER to BUYERS, and no representationa.or . "
warranties whatever with respect thereto are made by --
SELLER, except that SELLER will convey good and Qerchant- �. _
able title to all property sold to SUYERS by a Marranty 4' .-.';Yt
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Bill of Sale, free and clear oP any liens and en�umbrances .
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whatever, at closing. � � �'
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9. ACCESS AND INFORMATION. SELLER ahall give to,� _ ' -
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BUYERS or BUYERS representatives full access, at all rea-�� .�,^
sonable times prior to actual closing, to all of SELLER'3 .
properties, books, contracts, commitments, and records, �
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and shall furnish BUYERS during such period with all in- . ,,,-;;<.
, formation concerning the SELLER'S aPfairs as the BUYSRS �°��..�'
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, may reasonabl� request. • , • '=
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10. LEASES OF REAL ESTATE. SELLER is preaently leasee ��..-.
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of certain real estate on which the drive-in businesa here-
in rePerred to is conducted, there being txo (2) leasea,� � `
the present lease e�cpiring December 31, 1974, and.another �' ,�z
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lease beginning January 1, 19�5, and expiring DecemDer 31,," "�
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1989. SELLER believes, but in no vray represents, that '�� .
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� BUYERS can obtain a similar lease, and SELLER agrees to :�.� '�_r
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aid the BUYERS in obtaining such a lease. In the event �.-,"�;
BUYERS cannot ob�ain such a lea�e, 3ELLER agrees to assigrl: •- ,
BUYERS his present leases, if he can obtain written con- �o
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sent io do so fron his lessor, and upon being provided by, -�- �
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BUYERS with good and sufficient security for the faithful ° --T`,s�
performance by them of the obli ati1ons contained in.said��`�,,
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leases. In the event BFYY�RS cannot obtain written consent`000 �±•'
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to assign his leases.,to BUYERS, this Agreement shall
terminate, and neither party shall have any further 118=�'�='" �=
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