Agreement of Purchase
This agreement is by and between
(“Seller”). WHEREAS, the Seller desires to sell to the buyer a
comprehensive collection of
, which is more particularly described in the attached inventory, Attachment A, which is incorporated herein by reference; and, WHEREAS, the Institution deems it in its interest to acquire the Collection for custodial care and appropriate service to the public, and is agreeable to purchasing the Collection under the terms hereafter stated;
NOW, THEREFORE, the parties hereby agree as follows:
1) Purchase. The Seller agrees to sell, and the Institution agrees to buy, the Collection for a total
purchase price of
(“Purchase Price”). The Institution shall initiate payment of the Purchase Price immediately after receipt and satisfactory inspection of the Collection.
will arrange and pay for shipping the Collection to the buyer. b) Risk of Loss. The Seller bears responsibility for the Collection, including responsibility for the risk of loss of or damage to the Collection, until such time as the Collection arrives at the buyer. Additionally, the Seller is responsible for the purchase of private insurance in connection with shipment of the Collection, if desired by the Seller.
3) Warranties and Indemnifications. a) Warranty of Title. The Seller represents and warrants that the Seller is the true and lawful owner of the property conveyed by this agreement and has full power to convey such property, and the title so conveyed is free, clear, and unencumbered. b) Authority to Sign Agreement. The Seller hereby warrants that the Seller has the authority necessary to sign this agreement. c) Seller Indemnification. The Seller agrees to indemnify and save harmless the Institution from and against any and all claims, lawsuits, actions, damages, loss, costs and expenses (including attorneys’ fees), and demands, by third parties, that in any manner result from the Seller’s breach of the Seller’s warranties and undertakings in this agreement. This indemnification binds the heirs, executors, administrators, and assigns of the Seller.
Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all pre-existing agreements and understandings between them with respect thereto.
The effective date of this agreement is the last date of signature below.
For the Buyer
For the Seller