line and the poles used in carrying said line extending from College, Indiana, to Brownell, Indiana. Parcel F. All and singular, the railways, lines, works, machinery, apparatus, tools, coal, oil, supplies, cars, electrical generating machinery, transformers, converters, rights of way, rights, powers, trackage agreements, credits, moneys, book accounts, claims, bills receivable, books of accounts, records, papers, choses in action, cash, bonds, stocks and other securities, transformers, cross-arms, transmission lines, guys, poles, insulators and other effects and equipment of all kinds, contracts, leases, rights, powers, ordinances, permits, franchises, and property tangible and intangible, real, personal or mixed, of all kinds whatsoever belonging to and used in connection with said line of railroad extending from Goshen, Indiana, to Peru, Indiana, and all other assets of any kind and description whatsoever, whether covered by or whether similar in kind or not, to any of the specifically named property or kind of property, except the property excepted herein. All property purchased at a judicial sale. The descriptions of property herein are simply more specific descriptions of the property acquired by the said, trustee, at the receiver's sale of The Winona Interurban Railway Company held at Elkhart Superior Court House 19-, at ten o'clock A. M. and said grantor and vendor herein purports by these presents to convey all his right, title and interest in all of the property, real, personal and mixed, legal or equitable, of said electric interurban railway utility as acquired by him at said sale and expressly stipulates that he makes no warranty, representation, or covenant of title, possession or right of possession, or otherwise, nor as to the validity of any of said proceedings or otherwise. Grantee to hold as trustee. Said -, trustee, hereby declares himself trustee of the property described in the exceptions herein for the use of the grantee. The sole declaration of said trust is that grantee holds the same for the purpose of conveying said property to such grantee as may be designated from time to time by the board of directors of said The Winona Service Company and there is no other trust written or oral and it is hereby expressly stipulated that any deed or conveyance by trustee, shall vest in the grantee thereof full title both legal and equitable, and that no purchaser, grantee or assignee of said, trustee shall be required to inquire into the authority of said. trustee, to make any such conveyance or into the fact of whether or not the said trust has been complied with or to see to the application of the purchase consideration. In Witness Whereof, the said, trustee, has hereunto set his hand and seal this day of A. D. 19-. (Seal) Before me, the undersigned, notary public in and for said. county and state aforesaid, personally appeared, trustee, the grantor in the within conveyance and assignment, and acknowledged execution thereof and that the same is his voluntary act and deed for the purposes therein set out. In Witness Whereof, I have hereunto set my hand and notarial seal this day of A. D. 19—. My commission expires 19-. Form 3419. Notary Public. Bill of Sale on Sale of Entire Business by Corporation. day of , A. D. 19-, and State This bill of sale, made this between -, of the village of of, a corporation organized and existing under the laws. of the state of, hereinafter called the "vendor," and of the same place, a corporation organized and existing under the laws of the state of —, hereinafter called the "purchaser," witnesseth: Grant. That for and in consideration of the sum of one dollar ($1.00) and other valuable considerations paid to the vendor, receipt whereof is hereby acknowledged, the vendor has, by authority of its board of directors and pursuant to vote of the holders of more than three-fourths of its capital stock issued and outstanding, given at a meeting duly held for such purpose, sold, assigned, transferred and set over and by these pres ents does sell, assign, transfer and set over unto the purchaser and its successors and assigns, Business and property conveyed. All the property (other than lands and the appurtenances thereto), claims, demands, choses in action, stocks and securities in other corporations, patents, trade-marks, trade-names, licenses, processes, cash in hand and in bank, assets and effects and interests of every name, character and description, whether tangible or intangible, and wheresoever situated, of the vendor as a going concern, together with the undertakings and good will of its business, and the exclusive right to the purchaser and its successors and assigns to the use of the name of the vendor and all other names and words heretofore used by the vendor in its business or which the vendor has had a right to use, and all the right, title and interest of the vendor in all patents and patent rights and claims analogous thereto, or licenses, immunities, trade secrets, formulae, secret and other processes and methods that are or have been used by the vendor in its business, and all papers, records, books of accounts, documents and memoranda belonging to the vendor and relating to the property, assets and business hereby sold and transferred, and all bills and accounts receivable, contracts, whether for the purchase of raw material, equipment and supplies or for the sale of its products or otherwise, cash and cash items, and all claims, rights, privileges and franchises (except its corporate franchise), and all letters or mail matter of every kind and description addressed to the vendor in its corporate name aforesaid hereafter received by the vendor, with full power and authority to the purchaser, its successors and assigns, to open such letters, mail matter, packages and bundles; but the purchaser shall deliver to the vendor all letters which do not relate to the business or property hereby sold. To have and to hold the same unto the purchaser, its successors and assigns, forever. Full warranty. And the said vendor for itself and its successors does hereby covenant to and with the said purchaser, its successors and assigns, that it is the lawful and absolute owner of the said property and rights hereinbefore described, mentioned or referred to and intended to be sold and transferred hereby; that they are free from all incumbrances; that it has good right to sell the same as aforesaid; and that it will and its successors shall warrant and defend the same against the lawful claims and demands of all persons. Further assurances. It is the agreement and intention of the vendor to invest the purchaser with full right, title and interest in and to all its property, rights and interest of every kind and nature, wherever situated, except only its lands and buildings and appurtenances thereto this day conveyed and agreed to be conveyed to the ; and the vendor, for itself and its successors, further covenants and agrees to and with the purchaser that it will, whenever and as often as requested so to do by the purchaser, its successors and assigns, execute, at the expense of the purchaser, any and all such other and further conveyances, deeds, transfers, assignments, acquittances and confirmations as the purchaser, its successors and assigns, may hereafter consider or be advised by its or their counsel or reasonable, necessary or proper to complete and assure the transfer to the purchaser, its successors or assigns, of all the right, title and interest of the vendor in and to any of the property, assets, business, good will, rights, interests and estates hereinbefore mentioned, or intended to be assigned, transferred and set over. In Witness Whereof, the said has caused these presents to be signed in its name by its president and secretary and sealed with its corporate seal, the day and year first above written. Signed, sealed and delivered Stockholders Covenant to Stay Out of Business on Sale of Business by Corporation. The undersigned, being all the stockholders of, of the first part, in and to the foregoing offer, in consideration of the sum paid to the said company as therein stated, and in consideration of the benefits, profits, privileges, and advantages to accrue to said corporation and to each of us as stockholders therein, by the terms and consideration of said offer, if the same shall be accepted and become a binding contract, do hereby covenant and agree with the second party thereto and his successor, or successors in interest, that none of us shall engage in the jobbing or commission bean business, or the selling or disposing of beans, except for seed, either in person, or in connection with any other person, company or association, whether as principal, servant, agent, employee, stockholder, director, or otherwise, or permit our names to be used in such business, unless the beans of such person, company, or association, are sold through said corporation, for a period of twenty years from and after the date of the acceptance of the foregoing proposition, if the same. shall be accepted, in any territory wherein said first party heretofore has been or now is engaged in said business, or to which the good will of such business hereby to be transferred extends, to the end that neither said first party nor any of its stockholders shall in any way whatsoever come in competition with said corporation in such business at any time during the terms aforesaid. (Signed.) Form 3421. Agreement of Stockholders Not to Enter Competing Business. This instrument witnesseth: That has purchased the plant, business and good will of the business of the Davis Fresh & Salt Fish Company, and has paid therefor the sum of $17,473.14; that in making said transfer, and as an inducement to said to purchase said plant, business and good will and pay the sum aforesaid, for the same, we have each agreed that we would not, and we now do agree, each for himself, jointly and severally with him, the said, his heirs and assigns, forever, that we will not, during the next ten years, in the territory or the immediate vicinity of the territory dealt in by our company, or operate in by ourselves or the agents or employees of the company, engage or in any manner be interested |