MOTOR VEHICLE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ______, 2007, by and between Marlys Evenson and the Estate of George R. Evenson, by Bryan G. Evenson as Personal Representative and Attorney in Fact for Marlys Evenson (hereinafter “Seller”), and _________________ (hereinafter “Buyer”). RECITALS A. Seller desires to sell and Buyer desires to purchase the following described motor vehicle: 19__ __________________, VIN ________________; The parties wish to provide for the sale price and other matters concerning this sale and purchase. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: 1. SALE OF MOTOR VEHICLE. Seller does hereby sell to Buyer and Buyer hereby buys from Seller the following described motor vehicle: 19__ _____________, VIN ______________. The purchase and sale of the motor vehicle described herein shall be on the terms set forth herein. 2. PURCHASE PRICE. The purchase price the motor vehicle described in this Agreement is __________________Dollars ($00000.00). The purchase price shall be paid by Buyer to Seller by wired funds to Seller’s escrow agent, Evergreen Note Collection, pursuant to the escrow agent’s Escrow Instructions prior to delivery of the motor vehicle. The escrow agent will transfer purchase price to Seller and title to Buyer upon their mutual execution of a Delivery Receipt. Escrow Agent’s fees and costs shall be split equally between Buyer and Seller. 2.1 Transfer and Sales Tax: Notwithstanding any provisions of law imposing the burden of such taxes on the Seller or the Buyer as the case may be, the Buyer shall be responsible for and shall pay (a) all sales, use and transfer taxes, and (b) all governmental charges, if any, upon the sale or transfer of any other motor vehicle hereunder. If the Buyer shall fail to pay such amounts on a timely basis, the Seller may pay such amounts to the appropriate governmental authority or authorities, and the Buyer shall promptly reimburse the Seller for any amounts so paid by the Seller.
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3. CONVEYANCE. Evidence of sale of the motor vehicle described herein shall be by Bill of Sale, the form of which is annexed hereto as Exhibit “A.”
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4. CLOSING DATE. The delivery of the motor vehicle shall take place at Ellensburg, Washington or at such other place, time or date as may be mutually agreed upon in writing by the parties hereto. The Closing Date shall be _____________, 2007.
5. REPRESENTATION OF SELLER. The Seller represents and warrants to Buyer as follows: 5.1 Organization: The Seller lawfully created probate estate under Title 11 of the Revised Code of Washington and is under the jurisdiction of the Superior Court of the State of Washington, in and for Kittitas County (cause number 064000510). Bryan G. Evenson has been granted unrestricted and nonintervention probate powers as Personal Representative of Seller and holds a Power of Attorney for Marlys Evenson. Authorization: The execution and delivery of this Agreement by the Seller, and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereby, are authorized by Seller’s duly appointed Personal Representative. This Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations with the Seller, enforceable against the Seller in accordance with their respective terms. Ownership of Motor Vehicle: Seller warrants that Seller is the lawful owner of all motor vehicle covered by this Agreement, that Seller has legal right to sell the same, that said motor vehicle are free from all liens and encumbrances, and Seller will defend Purchaser against the claims and demands of any and all persons, firms, corporations and governmental entities to said motor vehicle. “As Is:” Except as otherwise provided in this Section 5, the Seller makes no other representation as to the existence, condition, quantity or quality of the motor vehicle being sold herein. Buyer is buying the above motor vehicle “as is” without warranty, express or implied, including, but not limited to any warranty of merchantability or fitness for a particular purpose.
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6. REPRESENTATION OF BUYER. The Buyer represents and warrant to the Seller as follows: 6.1 Authorization: This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the
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transactions contemplated hereby constitute valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. 6.2 Investigation: The Buyer has conducted all investigations deemed necessary by him and has reached his own conclusions as to the adequacy and acceptability of the motor vehicle in order to buy the same being sold hereunder and to execute this Agreement. Buyer agrees that no further investigations are necessary in order for Buyer to complete the purchase contemplated herein.
7. SURVIVAL OF REPRESENTATIONS. Seller and Buyer agree that the representations contained in this Agreement shall survive closing unless specifically waived by the applicable party. 8. CONDITIONS PRECEDENT. The obligations of Buyer under this Agreement are subject to the occurrence of the following conditions precedent on or before the Closing Date: 8.1 All terms, covenants, and conditions of this Agreement to be complied with and performed by Seller at or before closing shall have been complied with and performed; The representations made by Seller herein shall be correct as of the Closing Date; The motor vehicle shall not be adversely affected in any material way as the result of any fire, accident, or other casualty. There shall be no changes in the motor vehicle being sold which materially have an adverse effect on the business.
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9. CLOSING DELIVERIES OF SELLER. The Seller shall deliver to the Buyer at or prior to the Closing all keys, records, files, other data and documents pertaining to the motor vehicle that are being transferred pursuant hereto and such other documents, instruments or certificates as the Buyer may reasonably request. Seller shall use its best efforts to collect and provide all records, files, other data and documents pertaining to the motor vehicle to Buyer, however completeness of the same is not warranted or guaranteed by Seller. 10. INDEMNIFICATION. Seller agrees to indemnify and hold harmless Buyer from any claims, assessments, liabilities, or its activities relating to the above described motor vehicle, prior to or on Closing Date. Buyer agrees to indemnify and hold harmless Seller from any claims, assessments, liabilities, or its activities, on or after Closing Date.
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11.
MISCELLANEOUS PROVISIONS.
11.1 Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party hereto may assign its respective obligations hereunder without the prior written consent of other parties; provided, however, that the Buyer may assign this Agreement, and its rights and obligations hereunder, to a subsidiary or affiliate. Any assignment in contravention of this provision shall be void. No assignment shall release the Buyer form any obligation or liability under this Agreement. 11.2 Entire Agreement: Amendments; Attachments: This Agreement, all Schedules and Exhibits hereto, and all agreements and instruments to be delivered and by the parties pursuant thereto represent the entire understanding and agreements between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and all contemporaneous oral negotiations, commitments and understandings between such parties. The Buyer and Seller may amend or modify this Agreement, in such manner as may be agreed upon, by a written instrument executed mutually by Buyer and Seller. 11.3 Further Assurances: At any time and from time to time after the Closing Date, at the Buyer’s request and without further consideration, the Seller promptly shall execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such other action as the Buyer may reasonably request to more effectively transfer, convey and assign to the Buyer, and to confirm possession and operating control thereof, to assist the Buyer thereof, to assist the Buyer in executing all rights with respect thereto and to carry out the purpose and intent of this Agreement. 11.4 Expenses: Except as otherwise expressly provided herein, the Buyer and Seller shall pay its own expenses, in connection with this Agreement and transactions contemplated hereby. 11.5 Governing Law: This Agreement shall be governed by the internal laws of the State of Washington. 11.6 Venue: In the event of any action brought to enforce any of the provisions of this Agreement, the venue of any such action shall lie in Kittitas County, Washington.
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11.7 Attorney Fees: In the event any action brought to enforce any of the provisions of this Agreement, the prevailing party in such action shall be entitled to such reasonable attorney’s fees as may be allowed by the court or arbitrator. 11.8 Section Headings: The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict contractual obligations of the parties. 11.9 Severability: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have caused this lease to be made the date first written above. SELLER: ESTATE OF GEORGE R. EVENSON; MARLYS EVENSON By:________________________________ Bryan G. Evenson, Personal Representative of Estate of George Evenson and Attorney in Fact for Marlys Evenson Date Signed:________________________ BUYER:
_______________________________ (Buyer’s Name) Date Signed:_____________________
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