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Janet R. Griffiths in the face amount of One Million
Dollars ($1,000,000.00) and will name the lending
institution(s) holding liens on the equipment involved
herein as beneficiary(ies) in the amount necessary to
pay such liens.
* * * * * * *
5. The parties further agree that, they will
execute such other and further documents as are reason-
ably necessary to effect the sales and transfers con-
templated herein.
Pursuant to the agreement, Mr. Enyart selected $300,000
worth of certain assets owned by B&L (B&L equipment) as consider-
ation for his covenant not to compete with B&L. (We shall refer
to Mr. Enyart’s covenant not to compete with B&L as Mr. Enyart’s
covenant.) On August 20, 1992, pursuant to paragraph 5 of the
agreement, Mr. Enyart and B&L entered into a “BILL OF SALE AND
CONVEYANCE” (bill of sale and conveyance) which effected the
transfer of the B&L equipment from B&L to Mr. Enyart. The bill
of sale and conveyance provided in pertinent part:
FOR VALUE RECEIVED, B & L Utility Contractors,
Inc., an Ohio corporation (B&L), hereby BARGAINS,
SELLS, CONVEYS, ASSIGNS and TRANSFERS unto William R.
Enyart (Enyart) all items of equipment, including but
not limited to motor vehicles, which are set forth on
the list attached hereto and made a part hereof, marked
as “Attachment A”, subject to the following terms and
conditions:
1. Enyart is fully familiar with each item herein
conveyed and accepts same in an “as is, where is”
condition, without warranty whether express or implied.
2. Enyart shall be fully responsible for and pay
any and all cost and expense involved directly or
indirectly in the conveyance, transfer and titling of
such items, including but not limited to sales or
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