a. seller and purchaser have entered into that unit franchise agreement whereby purchaser will become a franchisee of seller and seller will transfer its interest in certain real and personal property located in the greenville, s. c. metropolitan area to purchaser. a. seller and purchaser have entered into that unit franchise agreement whereby purchaser will become a franchisee of seller and seller will transfer its interest in certain real and personal property located in the greenville, s. c. metropolitan area to purchaser. b. the seller and purchaser have entered into a separate agreement for the sale of the real property and all improvements thereon located at 499 congaree rd., greenville, s. c. ( the " real estate " ; and b. the seller and purchaser have entered into a separate agreement for the sale of the real property and all improvements thereon located at 499 congaree rd., greenville, s. c. ( the " real estate " ; and c. in addition to transferring the real estate, purchaser is desirous of buying and seller is willing to sell all of the good will, inventory, equipment, furniture and fixtures associated with the operation of its restaurant on the real estate under the terms and conditions set for herein ; and c. in addition to transferring the real estate, purchaser is desirous of buying and seller is willing to sell all of the good will, inventory, equipment, furniture and fixtures associated with the operation of its restaurant on the real estate under the terms and conditions set for herein ; and d. the parties also desire to set forth certain terms governing the disposition of certain receivables, bank deposits and petty cash. d. the parties also desire to set forth certain terms governing the disposition of certain receivables, bank deposits and petty cash. now, therefore, in consideration of the foregoing and of the mutual covenants, promises and agreements herein set forth, receipt and sufficiency of which is hereby acknowledged, seller and purchaser mutually agree as follows : 1. purchase of all personal property on or at the real estate purchaser agrees to purchase and seller agrees to sell all good will, together with the inventory ( including, without limitation, all food items, all beverage items, all unopened paper supplies, uniforms and boxed pots, pans, utensils, silverware, dishes and glassware ) ), equipment, furniture and fixtures listed on schedule