Lease of all or nearly all corporate property not in usual course of business. Agreement made this _________ day of _________, _________[year], between _________ Company, a corporation organized and existing under the laws of the State of _________, called lessor, and _________ Company, a corporation organized and existing under the laws of the State of _________, called lessee. Since lessor is engaged in the manufacture of _________ and _________ and appurtenances and appliances and has a factory situated at _________; and lessee is desirous of renting a factory for the period mentioned, and during this time making use of it, together with all machinery and the goodwill, trade rights, trademarks, trade names, patents, formulae and recipes used by lessor; and lessor is willing to make a lease in consideration of the rights reserved and the agreements contained, and on the part of lessee, its successors and assigns to be observed and performed; Now lessor, in consideration of these agreements to be kept and performed by lessee, leases to lessee, its successors and assigns, for the term of _________ years from the first day of _________, _________[year], at the yearly rental of $_____ per year to be paid by equal monthly installments on the first day of each month during the term of this lease in advance, the first monthly installment to be paid on the first day of _________, _________[year], all the right, title and interest which lessor now has or may hereafter acquire in the following described property: 1. All that tenement used as a manufacturing plant by lessor, situated in the City of _________, State of _________, and fronting on _________ Street, which premises are more particularly delineated in the attached map or plan, and colored blue, which map or plan is attached and marked "Exhibit A" and made a part. 2. All the manufactory, buildings, machinery, boilerhouse, erections, offices, buildings and premises situated on the premises which are described and delineated on the map or plan. 3. The use and enjoyment of all the machinery, fixtures, implements, tools, utensils and things which are now in or upon the premises, excepting the goods and material mentioned below. 4. All of the goodwill, trade rights, trademarks, trade names, brands, patents, inventions, formulae and recipes now owned or controlled by lessor. Upon the following terms and conditions: (a). All the foregoing property leased by lessor to lessee shall on the _________ day of _________, _________[year], be free from all liens, incumbrances, taxes, assessments and charges of any kind. (b). Lessee shall, during the term of this lease, pay all the water taxes, charges or rents which may become payable in respect to the premises during the term of this lease, and shall keep the buildings on the premises leased insured against loss or damage by fire in some responsible insurance company in the sum of at least $_____, in the name of lessor, its successors or assigns, and will, in case of the destruction of or damage to buildings of any part by fire, pay the money received in settlement of insurance to lessor, its successors or assigns.
(c). Lessee agrees to purchase from lessor all the raw material used in the manufacture of _________, owned by lessor on _________[date], and to pay for it in _________ equal monthly installments at the actual cost price to lessor. (d). Lessee agrees to purchase from lessor all the completely manufactured _________ owned by lessor and specified in the attached Schedule A, and made a part hereof, the price to be paid to be the actual cost manufacturing price of _________, which price shall be set opposite the inventory of _________ contained in Schedule A. Payment for _________ shall be made by lessee to lessor when goods are sold by lessee, at the rate specified in the inventory, provided, however, that lessee shall pay for all _________ specified in Schedule A within _________ months from this date. (e). Lessee agrees to purchase from lessor all the _________ in the process of manufacture by lessor at that date, an inventory of _________ is contained in the attached Schedule B, and made a part hereof, at the cost price to lessor, on _________[date]. Payments shall be made for _________ when they are sold by lessee, provided, however, that full payment of the cost price of _________ in the process of manufacture up to _________[date], shall be made by lessee to lessor within _________ months from that date. (f). Nothing here shall require lessee to assume any contracts made by lessor for the purchase or sale of material, raw or manufactured, or in the process of manufacture, unless the agreement is entered into in writing by these parties. (g). Lessee, its successors and assigns shall and will at all times during the term of this lease, at its and their own expense, whenever it is necessary, sufficiently repair and keep in substantial repair and condition the buildings, erections and machinery, and will, upon the expiration or determination of the term of this lease, surrender to lessor, its successors or assigns, the premises and the buildings, erections and machinery, in as good condition as they were received, reasonable wear and tear excepted, provided, however, that nothing here shall require lessee, its successors or assigns, to repair or replace buildings, erections and machinery if they or any part are destroyed or damaged by fire, flood or other casualty, and further, that it shall not be incumbent upon them to keep or deliver the buildings, erections and machinery in better repair or condition than they now are. (h). Lessee may during the term of this lease erect any new building or buildings on the premises or make any alteration or addition of any kind to any building, erection or structure and shall have the right to remove from the premises, any engines, boilers, machinery, buildings, structures or erections erected or placed by it upon the premises during the term of this lease. (i). Lessor, its successors or assigns, shall and will pay and discharge all rate, taxes, assessments and other charges which during the term of this lease shall be imposed upon the premises or any part thereof, and, in the event of lessor's failure to pay it, lessee may deduct and retain out of the rental of premises all sums as lessee shall pay on account of the rates, taxes, assessments and charges. (j). Lessor, its successors and assigns, covenants with lessee, its successors and assigns, that it and they, if it and they comply with the terms and conditions of this lease, shall have peaceable and quiet possession of the premises during the term of this lease. (k). Nothing here shall require lessee, its successors or assigns, to manufacturer _________ or any part or parts of _________ or any machinery for the making of
_________ or any appurtenances or appliances connected with it, at the factory in _________, during the term of this lease. (l). Lessor agrees that it will not during the term of this lease be or become interested, directly or indirectly, in the business of buying, manufacturing, or selling or dealing in or with _________ or _________ making machinery or any similar products, or any appliances or appurtenances in [the City of _________, or within a radius of _________ miles of the City of _________, or within the County of _________, or within the State of _________, or within any of the states or territories of the United States, with the exception of the State of _________,] and will also cause or procure to be duly, properly and sufficiently executed by all of its executive officers a contract or contracts with the lessee by which each and all of the executive officers shall bind themselves respectively during the term of this lease not to be or become interested, directly or indirectly, in any capacity (except in the capacity of agents or employees or stockholders of lessee) in buying, manufacturing or selling or dealing in or with _________ or _________ or in making machinery, or any appliances or appurtenances within the territorial limits described above excepting the state mentioned above (if any). (m). Lessor agrees with lessee, its successors and assigns that for every breach by lessor of any covenant, promise, term or condition in this agreement by lessor to be observed and performed, lessor will pay to lessee $_____ as liquidated damages, and not as a penalty, which $_____ shall, without proof, be deemed and, it is agreed to be and to represent, damages actually suffered by lessee on account of the breach. This provision in reference to liquidated damages shall be cumulative and in addition to every other remedy now or later existing at law or in equity, or by statute, on account of the breach. (n). Lessor agrees with lessee, its successors and assigns that, upon the reasonable request but at the charge of lessee, its successors or assigns, lessor will do, execute or cause to be done or executed all further acts, deeds and assurances as by lessee, its successors or assigns, lessor will do, execute or cause to be done or executed all further acts, deeds and assurances as by lessee, its successors or assigns shall reasonably be required for vesting fully and absolutely in lessee, its successors or assigns all the property and rights agreed to be leased and the full and entire benefit by this lease and agreement. (o). Lessee agrees that it will not assign or sublease the premises or any part without the previous written consent of lessor, its successors and assigns. (p). All the covenants, stipulations, promises and agreements in this instrument shall extend to and be binding upon the respective successors and assigns of the parties. In witness lessor and lessee have caused their respective corporate names to be signed by their duly authorized officers and their respective corporate seals to be affixed and attested the day and year written above.