before any part of the crop is gathered, and the purchaser shall not be at liberty, without the consent of the vendor, to remove from the premises any part of the crop not paid for until the purchase-price thereof is paid.

The fruit shall be gathered when sufficiently mature for gathering, and the purchaser and his workmen shall have, for the purpose of gathering and taking the fruit, full liberty to enter upon the said orchard and trees with ladders and other necessary appliances.

The vendor will sell and the purchaser will buy at the price of dollars, of which the sum of dollars by way of deposit

vendor acknowledges, the

street, in the city of

is now paid, the receipt of which the
leasehold premises at No.-
for the unexpired residue of a term of years from the
day of, granted by a lease dated the

day of

now

dollars

vested in the vendor subject to the yearly rent of reserved by said lease, which has been inspected by the purchaser who shall be deemed to buy with full notice of all the contents thereof.

The purchaser shall accept the production of the last receipt for the reserved rent as conclusive evidence that nothing has been done or omitted down to the date hereof whereby the said lease is liable to forfeiture.

The purchase shall be completed and the balance of the purchase-money paid at the vendor's office on the day of whereupon the purchaser shall have a proper conveyance of the leasehold premises from the vendor and shall be let into possession, and if from any cause the purchase-money shall not be paid on that day the purchaser shall pay interest thereon till the day of actual payment.

The vendor shall forthwith obtain all necessary consent, if any. to the assignment of the premises to the purchaser.

In witness, etc.

1. See ante, vol. 2, §§ 1270, 1278.

(Signatures of both parties.)

5442. Agreement for sale of leasehold interest.

of

Agreement made this

day of

19—, between

hereinafter called the vendor, of the one part, and of, hereinafter called the purchaser, of the other part. The said vendor agrees to sell, and the said purchaser agrees to purchase, for the sum of dollars, all his, the said vendor's, estate, term and interest for the residue of a term of years

from the day of, 19-, in the premises described in a certain indenture of that day and made between as lessor, of the one part, and said vendor as lessee, of the other part, subject to the rents, covenants, conditions, provisos, stipulations and agreements therein contained on the part of the lessee to be paid, observed and performed.

The vendor shall prepare or cause to be prepared, at his own expense, a proper deed of assignment of said leasehold property to the purchaser, and shall deliver such deed or cause it to be delivered to the purchaser or his attorney for examination not less than days before the said

day of

The said vendor will on receiving said purchase-money execute such deed of assignment to the purchaser, or as he shall appoint, for all the residue of the said term, free from all encumbrances except the rents, covenants, conditions, provisos, stipulations and agreements so as aforesaid reserved and contained in the original lease of the said premises.

The said vendor will pay, satisfy and discharge all rents, taxes, rates, assessments and other outgoings for the said premises up to the said -day day of — If it is not practicable to satisfy and discharge the same, they shall be apportioned between him and the purchaser as of that day.

The purchaser, if required by the said vendor, will in said deed of assignment to him enter into a covenant thenceforth to pay the rent and perform the covenants reserved and contained in the said indenture of lease, and to indemnify the said vendor therefrom:

the purchaser will also, if required, execute a bond, in a sufficient penalty, for the same purpose.

In witness, etc.

1. See ante, vol. 2, §§ 1270, 1278.

2. See Assignments, ante, 5281, 5283, 5284.

5443. Agreement for sale of lease, fixtures, and good will of

business.

day of

Agreement entered into this — , 19—, between of, the vendor of the one part, and of the purchaser of the other part and each for himself, his heirs, executors and administrators.

Said vendor hereby agrees with the said purchaser to sell and assign unto said purchaser, and said purchaser agrees to buy all the workshop, warehouses, buildings and premises situate, etc., whereon the said vendor has for several years past carried on the trade or business of and which he now holds for the residue of a term of years, under an indenture of lease dated the -, as lessor, and the said vendor as lessee; as also all the fixtures, engines, machinery, utensils, tools and implements used or employed in carrying on the said trade or business, together with the said business and the good will of the same; upon the terms and conditions hereinafter mentioned.

day of, made between

If the attorney of the said purchaser shall approve of the title of the said vendor, the said vendor will, on the day of next, at the cost of the said purchaser, by proper deed of assignment, assign the said lease, workshop, warehouses, buildings and premises, with all usual and proper covenants, unto the said pur'chaser, his executors, administrators and assigns, for all the residue of the said term of years; and also all the fixtures, engines, machinery, utensils, tools and implements employed in carrying on the said trade or business in or upon the said premises; and which said deed of assignment, in addition to the usual and ordinary covenants, shall also contain a covenant on the part of the said vendor that he will from time to time, and at all times hereafter, recommend the said purchaser to all the customers of said vendor, and use his utmost endeavors to induce them to deal with

the said purchaser; and that the said vendor shall not, at any time hereafter, either directly or indirectly, alone or in partnership with any other person or persons whomsoever, carry on the trade or business of a or any other place or places

at

within the distance of twenty miles thereof.

Immediately upon the execution of the said deed of assignment, the said purchaser shall pay unto the said vendor dollars, as for the purchase of the residue thereof. Also within the space of months a valuation shall be made and taken of the said fixtures, engines, machinery, utensils, tools and implements, by two different persons, one to be chosen by each of the said parties, and who, previously to their entering on their reference, shall choose an umpire between them, whose decision, in case the said referees shall not agree, shall be binding on both parties; and in case either of the said parties shall refuse to name a referee within seven days after request by the other party, then the referee named by the other party may proceed alone, and his award shall be conclusive on both parties.

The said purchaser shall pay or secure unto the said vendor the amount of such valuation by four equal instalments, at three, six, nine and twelve calendar months. Said vendor shall remain in the possession of all said premises hereby agreed to be assigned, with full and free liberty to have, hold, use and enjoy the same in the same manner as heretofore, up to the day

of next; and shall pay and discharge all rents, rates, taxes and other outgoings up to that period, on which day the possession of all the said premises shall be delivered to the said purchaser.

In witness, etc.

1. See Assignments, ante, 5279, 5282, 5285.

2. See Arbitration.

5444. Notice of sale in bulk.

Το

(at)

As one of the creditors of, doing business at No.

shall consummate with said

(merchant), a purchase by me

from him of his entire stock of goods in bulk, now in his (or

their) above-named place of business.

1. Required by statute in Indiana, Michigan and perhaps other states. 2. See ante, vol. 5, § 5033.

5445. Agreement for sale of interest of purchaser under contract of purchase.

-, 19—, dollars,

at the sum of

dollars, all that freehold

the said vendor purchased of whereon he paid a deposit of estate situate at, and now in the occupation of ; and the said vendor has agreed to sell the same to the said purchaser, who hereby agrees to purchase at the sum of dollars all his right, benefit and interest whatsoever of and in the said premises under or by virtue of the said contract:

Now these presents witness that, as well in consideration of the sum of dollars now paid by the said purchaser to the said vendor, by way of deposit, as also of the agreements on the purchaser's part hereinafter contained, said vendor hereby further agrees with the said purchaser that, on payment of the residue of the said purchase-money as hereinafter mentioned, he will, at the request, costs and charges of the said purchaser in all things, effectually release and cause to be conveyed all his right and interest of and in said premises, under or by virtue of the before-recited contract, and also the fee simple thereof, free from all charges and encumbrances, unto said purchaser, his heirs or assigns, or as he or they shall direct, the drafts of such conveyance being first approved by the solicitor for said vendor.

The said purchaser hereby further agrees that, on taking such conveyance of the said premises as aforesaid, he will duly pay the residue of the said sum of dollars to the said original vendor, according to the hereinbefore-recited contract; and will duly fulfil the same on the part of the said vendor in all other respects, and pay all costs and expenses whatsoever of, attending.