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Home My WebLink About1299 RCA No ~ Page 1 ~ ~ CONDITIONAL sALE AGREEMENT Wq RADIO CORP'ORATION OF AMERIGA, a Delaware oorporation ( aloo reEeried bo as "RCA" hereby scll and ycu, ~Y P~~, s~led to the termi and oonditbns beceia set fath, RCA Radio Telephonc or Telev;sion B~aadca~tng Apparatus desciibed ia ScLedu3e "A" (Lerdn called "tha equip~mmt') for tLe botal prioe of , f.o.b. point shi ent. MYable ~ follaws: - ~ ~y~ M~h herewid~, reo~pt af vvLich ia admowledged; ~ *T""r bo delivacY: erred balanoe payab3e in ~ suooes~ve monthly insmDments o~ ~it~~q ~ T6is obligation it evidenced by a piomissoiy notq or notes, deli.vered herewith and bearing interest at ` % per annum. You sutLarize RCA to oomplete the notes in tbe folbwing manner and at the times indicated: (a) Insert in the uotes their sua cessive maturity date4, when wch s~wll have boea dete~mined, the first oE which'shall be b) insert in each note the daie from which it shall bear intuest, which tlie date af the stupment to whicb it relatea. Fa~ tLe purpase of interest, a note or notes will be related, as shipmenb are made, to the amount of each shipment after applicahon thereb~ af s p~ropartiooate share of the advanoa paymeats. 1. TAXES. The above Prioe dces not indude Federal Fsc:ise T~ unless spagfically noted fn Schedub A and does uot include any Fedetal, State. or locai tazes based upon or measured by saks ar usa Any such mzes in effect at the time of shipinent will be bilkd separately and arill be due and PaYable upon deli~e~Y• . Z. DELIVERY. (a) RCA will deliver the equipment E.o.b. facwry or wueMuse. (b) As a sparial setvioe wich respect to shipments overland, by inland waterways, and by sir, RCA will ca~ry All Rislc Transpottatian Inwranoe at its ~pease for your benefit. Your interests will be proteoted in all shipmeats of equipment oovered bp this agiree~ent while in ttaasit by the meti~ocls iadicated above. at no additional peose to you, provided ttiat you inspoct all s6ipmeats wit6in 15 days after reoeipt and report ! to the curier and to RCA within~that time in writing any shortages or damages. (c) RCA will eodeavor to meet t6e estimatcd ; delivery dates speci6ed in this agreement (and as may be from time to time reviseci by mutual ageemeut) but shall not be liable ~ , in damages or othetwise, nor shall you be relieved af perEormance, because of delays in dr~ivery: Provided. however. that, except C ai may otl~erwise be stated in this ageement ( inclu ' any revisions hereof as toeq uipment items which have not been shiPP~ ~ to you within four ( 4) montlu after the estimated~elivery dates applicable W snch ibems, Y~ ahall have the ri~ht, provided ~ RCA is notifiecl in writing, to cancel any s~u;h items from this agireement to t6e ezteat that such items shall not Lave been shipped toyoupnor to RCA's receipt af the notice of c~celiation. In the eveat of c~ncellation of any such items the oontract prioe shatl be redu~d acoor~}y , eicept that if unit prices are not set out opposite the equipmeat ittms canoelled the redudion in oontract price shall be as mu •tua7 _ly a~reed upon. 3. TITLE. ( a) Until yon have made all paymeats and oanplied with aD of the conditions and obligations to be performed by you under this agreement, tide shall n~ pass Qo you but sl~all remain in RCA; the equipment shall remain personal property and you wilt do nothing to desiroy its identity as sucb. you s6all PaY all tazes assessed agaiast tLe equip~ment or the ~ue thereof and s6all at all times keep ~t~he equipment frce af all liens and encumbrwoes: Yo~ shall not iraasfer any interest in this agreeinent or the equipmmt and shall not remove the equipment from th~e premise.s herein stated witLout our oo~sent. The equipment is to be indalled and remain wherc installed at the bcation deuribed in the property description. (b) In the event that you default in any pa~ment here~nder or fail to oomply with any provision of this agreee~ent or RCA deems the equipment in dangcr of nususe o,r ooa6soatian or otherwise deems itselE insecure, RCA may dedare all s~nu pnyable by you hereunder immediately due and payable and either sae for the unpaid balanoe or take immediate possession d tl~e equipment ~ any pazt ~ parts thereof without deaiand. and for this ptupose RCA or its representatives may enter upon the premises w6ere the equipment may be and reawve same or any part or parts thaeof. without prejudice hovr~.wer to any other claim or actious for damages which RCA may have pursuwt to any law, and RCA, follow~ing zepo~ssion and resale way sue to recover any unptid deficaeocy balanoe. Any wai~•er by RCA af any particular breach or defautt heretender by yo~ s~all not oonsiitute a oontinuing waiva or a vraiver of any other breach or default. If reposcession or other legal or enfa~rcement action is required for the oollection of aay pay~nent due hereunder ~ ~ far tl~e enfarcement of any otber obligation of t6e Purchaser created hereby, RCA shall be entitled to rcimbursement from you ~ far its reasonable including attorneys' fees. incurreci in oannection tLerewith. In the eveat af resale of any repo~sse,•d equipment in aeoo~with statutory pmvisions, aII sumc paid on acoount of t6e total prioe and any sum remaining from the proceeds of such resale after deductiog the reasonable e:pease of such repossession and resale wiIl be app~ ~retdou ~on a£ such price. a~ if the net proceeds of such resale eacoeed tbe balance due on such price, the sum remaining vnll 4. INSURANCE. ( a) You agiree that until aII payments have been made, as pmvidod for herein, Y~ ~your ~~P~~, ~ iasure tLe equipment and keep it intured in an amount not less than 80 per oent af the ~ the ~oe thereof. with a utable insurance comPanY. against hazards of 6r~ lighining, windstorm, cydone, to~nado, hai1, flood, ~oke. airczaft ani~eakage j ~ froan fire protective equipmen~ The policy af innuance shall provide that in the event o~loss proocecis shall be payable to us i and to yon as a~r respective interests may appear. Yon agree to fumish us ~omptly wlth an aooeptable oertificate evidencing the • c~rriage af suc:h iaau:anoe. i ~b) In the event of damage to the property iasured under the terms and oonditioas of tbe said PolirY. if tLe taking of any t or all tbe damaged equipment by any carrier or insurance companp Ls agreed to in the ad' t of the Ioas, it is a wndition that RCA shaD have the privilege of removing all labek, trademuks and other identifyiug mar~~b .~efa~e the equipment is sold. 5. PATENT LICENSE. Tbe oquipment furnisbed is liceased f~ radio telephone or televition broadcast haas~mission under all United States patents awned by RCA ar under which RCA is licenSed for such equipmeut. 8. PATENT PROTECtTON CLAUSE. RCA, ac ics own e:pense, wiIl defend any s~dt which may be brought againtt purchaser f~ infringement of United States patenb by tt~e eqaipment furnis6ed w6en soW ar used far ndio telephone or televisim broadcast transu~sion, and in any such suit will satisfy any final award for such infringement. Th~s is upon tbe oondition that purchaser is not ia default heresu?der and gives RCA prompt notice d such suit and fuII ri~t and op ty to conduct the defense thereof, Mgether with fiill information and sIl reasonable cooperation, and upon tLe furtha ~that the claimed infringement does not ranlt f:om the oombinatiou af tbe equipment f~unished with other equip~neat, appniateu, ar devkes not fumW~ed by RCA. eo *ss.t BOfiK ~1s7 ~ ~;h..,~::. rt s~v = _ , ~~r.., - ..3!' ~.'r' _.4.`"..'..~.t"'" - ~;rya