This contract is subject to suspension in case of fire, accident to our works, or other causes.

We have the right to ship said goods or any part thereof, from any factory.

Terms of settlement.

We reserve the right to cancel this contract at any time we deem proper, but in event of such cancelation, the provisions of this contract shall govern the closing of all business begun thereunder. If settlement is made in purchasers' notes, said notes shall be made out on blanks furnished by us, payable to our order at some bank. If for spring settlement, to be dated not later than July 1st, and mature not later than December 1st, 19-, without interest. If for fall settlement, to bear interest at the rate of six per cent. (6%) per annum, from a date not later than December 1st, 19-, and mature not later than October 1st, 19. You agree to indorse such notes and guarantee payment of the same thereon at maturity, with interest, and you also agree to waive protest, demand and notice of nonpayment and all right to require the holders of said notes, by written or other notice, to commence action against the makers of said notes if a right of action accrue thereof. You also agree to waive all homestead exemptions as to any obligations under this contract.

Payment by note-Guaranty.

If we request it, you agree to give your own note, payable in bank, with the express understanding that said note is to be received by us as evidence of sales and in confirmation of your guaranty as above stated and not as payment; and notwithstanding the reception of said note, all accounts, and notes, and moneys received for goods are to remain our property, but your said note shall be enforceable to the extent of all losses suffered by us on all sales made and guaranteed by you.

(Construed in In re Heckathorn, 144 Fed. 499, and held to be a contract of sale and not of bailment.)

Form 3342.

Sale of Copartnership Property to Corporation Formed by

Members.

Now, in consideration of the premises, of the sum of one dollar ($1.00), each to the other in hand paid, the receipt of which is hereby acknowledged, and of the mutual promises and covenants hereinafter contained, it is agreed as follows:

Transfer of copartnership assets and right to use name.

1. and, each severally and all three jointly do hereby sell, assign and transfer to corporation, as and of the date of its incorporation, all their right, title and interest in and to the said former copartnership of & and in and to all the property and assets of the said former copartnership, of every kind and nature whatsoever, both tangible and intangible, and specifically including the good will thereof, and the exclusive use of any and all trade-marks, trade-names and labels, whether owned by the said former copartnership or by, or by

&

upon

is dis

or, and used by the said copartnership, and including the right to the use of the name as a part of corporation's corporate name, and the exclusive use of the name labels. The said former copartnership of solved as and of the date of the incorporation of corporation. Corporation accepts and assumes as of the date of its incorporation all contracts, obligations, liabilities, commitments and undertakings of every kind, nature and description of the said former copartnership firm of &, not including, however, any obligations of the copartnership to any of the copartners, nor the obligations of the copartners to each other.

Form 3343.

Agreement by Individual Controlling All Stock of a Corporation to Cause Its Assets to Be Conveyed to Another Corporation-Proceedings to Effectuate Transfer.

times called the buyer, as follows:

Property to be conveyed.

In consideration of the sum of one dollar ($1.00) in hand paid by the buyer to the seller, receipt of which is hereby acknowledged, and in consideration of the mutual promises and covenants herein contained, the seller agrees to cause to be conveyed to the buyer or his assignee the following properties, to wit:

The real estate, plant, tools, machinery, machinery parts, sacks, supplies and stock on hand finished and in process as per inventory of, 19, also brands, trade-name and good will corporation, whose plant is located

Company, a

at

and which company is hereinafter sometimes called the Company, all to be conveyed as of, 19—, it being understood that the property to be sold and conveyed to the buyer is to include all of the physical assets of the company except cash on hand as of, 19, and accounts, claims, notes and obligations of any kind or character accruing prior to -, 19, and also excepting certain securities carried in the statement of the Company of, 19, at the figure of nine thousand seventy-six dollars and twenty-five cents ($9,076.25) or any other securities owned by the Company. Said property is to be conveyed free and clear of all liens and incumbrances of every kind and character;

Assumptions by buyer.

Company

The purchaser assumes no liabilities of the except that the business is to be considered as having been operated for the benefit of the buyer from and after ——————, 19—, and all costs and outstanding obligations arising from the normal operation of the plant since that date are to be assumed by the buyer; the buyer also will assume all contracts for the purchase of material and supplies, as well as contracts for the sale of manufactured products; the buyer will also assume a contract for purchase of electric power made between the

Company,

19-, also con

19, between

and The Utilities Company, and dated tract for the purchase of natural gas dated the Company and The Gas Company. The buyer agrees that in accordance with the usual custom of similar companies he will redeem all containers returned by customers of The Company at

to the sale of beginning

each.

The buyer also agrees to assume, carry out and fully perform a certain contract between and the, in reference manufactured products annually for the period 19—, and ending ——, 19—, and this contract of sale is made upon the express condition that the consent of the to the assignment of said contract shall be first had and obtained and the seller released by the said from all liability under said contract before a conveyance of the property is made.

Indemnity against contracts assumed.

It is expressly agreed that the buyer agrees to indemnify and save harmless the Company and the said against all liability with respect to any and all contracts which are to be

assumed by the buyer under the provisions of this agreement, and that all such contracts are to be submitted to the buyer for inspection on or before, 19—

Audit of books and records.

The buyer is to have the right to have an immediate audit made of the books and records of the Company since its organization, or so much of said period as he may desire, and to have an immediate appraisal of the physical assets of the

Company and a verification of the inventory, all to be done at the expense of the buyer; auditors and appraisers to be selected and designated by the buyer; all corporate records, abstracts of title and other evidences of title are to be furnished to the buyer or his attorneys within fifteen (15) days from date of this contract, to be delivered to the offices of

Event nullifying contract.

If in the opinion of counsel for the buyer the titles or corporate records are defective and the defects can not be remedied prior to, 19-, then the buyer may at his option declare this contract null and void by written notice to be delivered to the seller on or prior to said last named date.

Events rendering contract absolute, and per contra.

It is specifically agreed that this contract is made upon the express condition that the audit, appraisal and verification of inventory and each of them shall be satisfactory to of hereinafter sometimes called the bankers, and the said bankers shall notify seller at his office in, in writing on or before o'clock, P. M.,, 19, of their approval or disapproval thereof, and in event that they notify the seller of their disapproval of the audit, appraisal or verification of inventory, aforesaid, or any of them, then and in such event this contract shall be null and void, but in event that they notify the seller of the approval thereof, then, provided the titles and corporate records are approved by counsel as aforesaid, this contract shall be absolute and binding upon the buyer.

Instruments of conveyance.

In event that the approval of counsel and the bankers is given as aforesaid, the properties are to be conveyed by proper warranty deed, bill of sale and assignment, which are to be delivered at the, and the consideration thereof shall be then and there paid in cash.

Approvals by counsel of buyers.

All corporate proceedings with reference to the transfer of said properties, and all deeds and conveyances, bills of sale and assignments shall be subject to the approval of counsel for the buyer.

Purchase-price.

Subject to the terms and conditions aforesaid, it is agreed that the purchase-price which the buyer agrees to pay for said properties is the sum of dollars cash, and interest at the rate of six per cent. (6%) from 19, to the date of the conveyance of said properties.

Assignment hereof.

The buyer shall have the right to assign this contract, and upon the assignee assuming in writing the obligations of the buyer herein, and upon the delivery to the seller of an executed. duplicate of said assignment and an executed duplicate of said agreement to assume the obligations hereof, then and thereupon such assignee shall be submitted as buyer herein, and said shall be relieved from any further obligation under this contract; and wherever the buyer is referred to herein, it shall be considered as referring to the buyer or his assignee.

The Company is to agree to liquidate its business and dissolve as soon as reasonably practicable.

In Witness Whereof, the parties have hereunto set their hands the day and year first above written.

Buyer.

Seller.

CORPORATE ACTION OF SELLING COMPANY.

(STOCKHOLDERS' RESOLUTIONS.)

Sale-Terms-Direction to officers.

"Resolved, that this company sell its plant and properties, assets, business and good will, and that

as president of this

company, and -, as secretary, or either of them be and they hereby are authorized to make, execute and deliver all necessary contracts, deeds, conveyances, assignments and bills of sale, or other instruments that they may deem necessary or proper for the purpose of carrying out such sale, as to all or any part thereof, and the said and -, or either of them, are authorized