PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (AGREEMENT), made this 18th day of March, 1997, by
and between Xxxxx X. Xxxxxxxxxxxxx, whose address is 00 Xxxxxxx Xxx, Xxxxxxxx
XX 00000, hereinafter referred to as "Seller", and Eagle Hardware & Garden,
Inc, hereinafter referred to as "Purchaser" whose address is 000 Xxxxxx
Xxxxxx X.X., Xxxxxx XX 00000.
Now therefore, in consideration of the mutual covenants herein contained, the
parties agree as follows:
1. The Purchaser agrees to purchase and Seller agrees to sell the
following aircraft:
MAKE and MODEL: BAE Hawker 700
SERIAL NUMBER: 257020
REGISTRATION NUMBER: N311 JD
MAKE AND MODEL OF ENGINES: Xxxxxxx TFE-731
ENGINE SERIAL NUMBERS: P80147, P80151
All of the above will hereinafter be referred to collectively as the
"Aircraft".
2. Purchaser agrees to Pay Seller the total purchase price of $3,040,000.
3. The aircraft shall be delivered by Seller to Purchaser on or before
March 18, 1997, at Seattle WA.
4. Title to the Aircraft shall pass from Seller to Purchaser upon
execution of this Purchase Agreement by Seller and Purchaser. The risk of
loss, injury, destruction or damage to the Aircraft by fire or casualty or
other occurrence shall be assumed by the Purchaser at the time of delivery
thereof or upon transfer of title documents, whichever event shall first
occur, and such occurrence after delivery or transfer of title shall not
relieve the Purchaser from any obligation hereunder.
5. At the time of delivery of the Aircraft and full payment by Purchaser,
Seller shall transfer to Purchaser a Xxxx of Sale or other document in the
normal and usual form conveying title of the Aircraft to Purchaser free and
clear of all liens, charges or encumbrances other than those specified
herein. Seller warrants that the Xxxx of Sale or other document of title
referred to herein shall pass to Purchaser good and defensible Title.
6. Seller warrants that there are no outstanding or delinquent taxes
attributable to Aircraft as of the date hereof except as specifically stated
herein. Purchaser hereby agrees to pay the taxes, duties, or fees that may be
assessed or levied by any Federal, State, or local taxing authority as a
result of the sale, delivery, registration or ownership of the Aircraft, but
specifically excluding any capital gains, income or other similar taxes of
Seller.
7. Seller represents and warrants that he has full corporate authority
and approval to sell and deliver the Aircraft as contemplated in this
Agreement.
8. Purchaser represents that it has full corporate authority and is duly
authorized to act on behalf of Purchaser.
9. The Aircraft is being sold on an "as is" basis, and there are no
warranties which extend beyond the descriptions of the Aircraft. Seller
disclaims all expressed or implied warranties or representations of any kind
or nature whatsoever including merchantability and fitness except that Seller
warrants that the Aircraft will be delivered with the appropriate or required
Xxxx of Sale and other title documents.
10. At the time of delivery, the Aircraft shall have a valid Certificate
of Airworthiness. Seller warrants that there are no hidden defects of the
Aircraft which may not be discoverable from a normal inspection. Seller,
however, shall not be liable for any hidden defects of the Aircraft, of which
he has no knowledge, whether or not discoverable by Seller.
11. Seller agrees to make the Aircraft available to Purchaser at the time
of delivery to enable Purchaser to determine that the Aircraft is in the same
condition as described herein. Seller shall be financially responsible for
the repair of Aircraft as airworthy deficiencies are discovered during the
pre-purchase inspection.
12. To the extent that any manufacturer's warranties are still in effect
with respect to the Aircraft (other than warranties which by their terms are
unassignable), Seller will reasonably assist Purchaser to maintain continuity
of the warranties and take such other reasonable steps to assist Purchaser to
process warranty claims directly with the manufacturers.
13. Seller will transfer to Purchaser at the time of delivery of the
aircraft all available logbooks and other records as pertain to the operation
and maintenance of the Aircraft.
14. All notices and requests hereunder shall be in writing and may be
given by U.S. Mail, telegram, or telex, and shall be sent to the addresses
hereinabove set forth, (or to such other addresses as may hereafter be
designated in writing).
15. Seller shall not be liable for any failure of or delay in delivery of
the Aircraft for the period that such failure or delay is due to acts of God
or the public enemy; civil war, insurrection or riots; fires, explosions or
serious accidents; Governmental priorities or allocations; strikes or labor
disputes; inability to obtain aircraft, necessary materials, accessories,
equipment or parts from the manufacturers thereof; or any other cause beyond
Seller's control. In such notice, Seller will advise Purchaser either (A) of
its inability to deliver, and upon such notice this Agreement shall terminate
without further force and effect; or (B) of Seller's intention that it can
delivery the Aircraft within thirty (30) days of such notice, in which event,
Purchaser agrees to extend the time of delivery by Seller for such (30) day
period.
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16. Purchaser hereby agrees to defend, indemnify and hold harmless Seller
and his agents, employees and affiliates from and against any and all claims,
demands, suits, obligations, liabilities and damages, including legal fees,
costs and expenses, arising out of acts or omissions occurring at any time
after delivery of the Aircraft, and in any manner arising out of or in any
way connected with the ownership, custody, movement, purchase, sale, use,
operation, repair, maintenance, modification, storage or disposition of the
Aircraft or materials, whether or not arising in tort, and Seller hereby
agrees to defend, indemnify and hold harmless Purchaser and its agents,
directors, officers, employees and affiliates from and against any and all
claims, demands, suits, obligations, liabilities and damages, including legal
fees, costs and expenses, arising out of acts or omissions occurring at any
time prior to delivery of the Aircraft, and in any manner arising out of or
in any way connected with the ownership, custody, movement, purchase, sale,
use, operation, repair, maintenance, modification, storage or disposition of
the Aircraft or materials, whether or not arising in tort.
17. The Agreement may not be assigned by either party without the prior
written consent of the other.
18. This Agreement shall be governed by and construed in accordance with
the laws of the United States of America and the State of Washington.
19. This Agreement shall not be modified or amended except by an instrument
in writing signed by duly authorized representatives of the parties.
20. If Purchaser fails to accept the Aircraft under the terms and
conditions of this Agreement, upon notice of Purchaser, Seller may in
addition to all other remedies available in law or equity, without prejudice,
cancel this Agreement, and proceed to otherwise sell or dispose of the
Aircraft with no further liability to the Purchaser.
21. Purchaser and Seller warrant that the terms and conditions of this
Agreement were fully read and understood and that they constitute the entire
Agreement between parties.
22. If any one or more provisions of this Agreement shall be found to be
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
23. This Agreement shall be binding upon and inure to the benefit of the
respective legal representatives and heirs of the individual parties, and the
respective successors and assignees of the corporate parties, except as
otherwise herein provided.
24. The terms and conditions of this Agreement shall remain confidential
as all parties agree not to divulge any condition of this Agreement either
prior or subsequent to delivery of the Aircraft.
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IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed by their duly authorized representatives on the date first above
written.
PURCHASER:
EAGLE HARDWARE & GARDEN, INC. SELLER:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxxxxxxx
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XXXXXXX X. XXXXXX, PRESIDENT XXXXX X. XXXXXXXXXXXXX
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