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EXHIBIT 10.34
CONTRACT
THIS CONTRACT AND AGREEMENT, made and entered into as if, although not
necessarily on, on this day of 15th day of October, 1999 by and between Seller,
XXXXXX XXXXXXXX, President of Xxxxxx Pipe and Supply Inc., party of the first
part, and Buyer, P & A REMEDIATION, LLC., as Assignee of inventory and trade
name; and SIMPCO, INC., as Assignee of leasehold and personal property; parties
of the second part:
WITNESSETH:
THAT for and in consideration of the sum of $60,000.00, to be paid and
delivered by second parties to first party in the manner hereinafter expressed,
first party agrees to sell and convey to second parties, and second parties
agree to purchase of and from first party, the following described buildings
formerly known as Xxxxxx Pipe and Supply situated in Nowata County, Oklahoma,
on the following buildings located on real estate described as follows, to-wit:
210 E. Modoc and 000 X. Xxxxx, Xxxxxx, Xxxxxxxx 00000
IT IS FURTHER AGREED that first party will convey property to second
parties by virtue of quit claim deed and xxxx of sale the inventory sales
rights and local operating name and accounts to P & A REMEDIATION, LLC.; and
the leasehold rights and all right, title, and interest in an to all personal
property thereon located to SIMPCO, INC. It is further agreed that the second
party shall lease the premises for $300.00 p/month until RR lease approved.
IT IS FURTHER AGREED that this contract is subject to lease
obligations to Union Pacific, as shown by Exhibit "A" attached, and that first
party owns the buildings only and not the realty.
IT IS FURTHER AGREED that second party may be entitled to possession
of said premises on signing of contract.
IT IS FURTHER AGREED that the closing date for this transaction has
been set for on or before the 15th day of January, 2000.
IT IS FURTHER AGREED that first party is to make repairs to the roof
on or before October 28, 1999, and completed by January 15, 2000.
IT IS FURTHER AGREED that second parties have on this date paid a down
payment in the amount of $2,500.00. The said down payment is non-refundable. A
payment of $10,000.00 is due on or before January 1, 2000, payment of
$10,000.00 due on or before March 1, 2000, remainder of balance due shall be
paid on or before December 31, 2000 all pursuant to documents to be executed at
closing.
IT IS FURTHER AGREED that second parties agree not to sell inventory
consisting generally and specifically as shown on Exhibit "B", or the pipe
threading machines (Lander and Xxxxxx-Xxxxxx), and heads, until $30,000.00 of
the purchase price has been paid, except for everyday business use. This
provision is designed to keep the majority of inventory intact until
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at least $30,000.00 of contract price has been paid. The first party is given
the right to review the premises, equipment, and inventory in stock to
periodically make sure the contract terms are complied with. This $30,000
payment limit does not apply to any miscellaneous sales of small items in store
inventory. Upon such sale, the parties of the second part shall remit fifty
(50) percent of the sales price of said inventory to the party of the first
part as partial payment on the total $60,000 sales price.
IT IS FURTHER AGREED that this contract be binding upon the heirs,
legal representatives and assigns of the parties hereto.
IT IS FURTHER AGREED that the premises are to be sold in an "AS IS"
condition and this contract is subject to the attached Exhibits A & B, (which
is a partial inventory list).
IT IS FURTHER AGREED that second parties shall grant a security
interest in 1977 International Truck VIN#___ _______________ ____ with a
single pole drilling mounted on the bed.
IT IS FURTHER AGREED that in the event of a breach of contract the
party committing the breach shall be obligated to pay to the other party
reasonable attorney fees, damages, and costs.
THERE BEING NO FURTHER AGREEMENTS, witness our hands as if (although
not necessarily on) this 15th day of October, 1999.
PARTIES OF THE SECOND PART: PARTY OF THE FIRST PART:
P & A REMEDIATION, LLC.
By: /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxx, Mgr. Xxxxxx Xxxxxxxx, President
Xxxxxx Pipe and Supply, Inc.
SIMPCO, INC.
By: /s/ X. Xxxxxx
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Xxxxx X. Xxxxxx, Pres.
