turer, without first obtaining the written consent of the Manufacturer hereon endorsed. 5. (a) The Retailer shall not remove, change, or add to, the labels affixed by the Manufacturer to, or in, the merchandise to be purchased, as aforesaid; and it is expressly understood that no rights whatever are conferred upon the Retailer hereunder, except in connection with the labels as placed by the Manufacturer in said merchandise. (b) The Retailer shall not copy, or imitate, nor make, sell, or offer for sale, any copy, or imitation, of any merchandise purchased from the Manufacturer, nor sell, or deliver, any of such merchandise to any other manufacturer or retailer. 6. (a) The Retailer shall not transfer, assign, or, in any manner, encumber, this agreement, or any part thereof, or any rights, or benefits, thereunder, without first obtaining the written consent of the Manufacturer hereon endorsed. (b) If the Retailer shall discontinue business, or shall sell his business, or an interest therein, or if the Retailer shall be adjudicated a bankrupt, or insolvent, or if a receiver of the Retailer's property shall be appointed, or if the Retailer shall make a general assignment for the benefit of creditors, or if any judgment against the Retailer shall remain unbonded, undischarged, or unpaid, of record for thirty (30) days, or longer, then, and in any such event, the Manufacturer may, at its option, cancel and annul this contract, by mailing a written notice to that effect to the Retailer, at the Retailer's last known place of business. 7. The Manufacturer shall indemnify the Retailer against any suit, or action, which may be brought by any one, who may claim as against the Retailer the right to use the labels or sell the merchandise of the Manufacturer, within the Retailer's said territory; provided, however, that the Retailer shall forthwith notify the Manufacturer, at its principal place of business in New York City, if and when any claim thereto shall be made to, or upon, the Retailer, and provided further, moreover, that the Manufacturer shall be immediately informed by the Retailer, both in writing and by telegraph, if and when any writ, summons, complaint or any other paper, in any such action, or proceeding, based upon any such claim, shall be served upon the Retailer; and, in such event, the Retailer shall permit the Manufacturer, if it so elects, to have the defense and trial thereof conducted in the name and behalf of the Retailer, but at the Manufacturer's expense. 8. That no representations, except such as appear herein, have been made to the Retailer. IN WITNESS WHEREOF, the Manufacturer has hereunto signed its name, by its President, and caused its corporate seal to be affixed, attested by its Secretary, and the Retailer has hereunto set his hand. and seal, the day and year first above written. Agreement to sell neither less, nor more, than specific quantity of asphalt, for re-sale in specific territory.17 * AGREEMENT, made January 5, 1923, between John Doe., Inc., a corporation, duly organized under the laws of the State of California, and having its principal office at No. 15 State Street, Los Angeles, California (herein called the "Seller"), and Richard Roe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, during each year, for the period of five (5) years from the date hereof, (a) Not less than one hundred (100) tons, and not more than two hundred (200) tons, of liquid, or flux, asphalt, containing not less than ninety-four (94%) per cent of bitumen, at the price of twenty ($20) dollars per ton of two thousand (2000) pounds, without allowance for tare; and · (b) Not less than nine hundred (900) tons, and not more than eighteen hundred (1800) tons, of Doe asphalt, containing not less than ninety (90%) per cent. of bitumen, at the price of twenty 17 Adapted from Stemmerman v. Kelly (1917), 220 N. Y. 756, 116 N. E. 1077. ($20) dollars per ton of two thousand (2000) pounds, without allowance for tare. 2. The Buyer shall order such liquid, or flux, asphalt to be shipped at the rate of not less than eight and one-third (8 1/3). tons in each month of each of said years; but shall not, in any one year, order more than two hundred (200) tons of such asphalt. 3. The Buyer shall order such Doe asphalt to be shipped at the rate of not less than seventy-five (75) tons, and not more than three hundred and fifty (350) tons in any one month of each of said years, provided, however, that the Buyer shall give to the Seller, at least fifteen (15) days' notice in writing in advance of the shipment of any amount of Doe asphalt ordered, at one time, in excess of one hundred (100) tons. But the Buyer shall not, in any one year, order more than eighteen hundred (1800) tons of such Doe asphalt to be shipped. 4. That, upon delivery to the Buyer, at his office in New York City, of the invoices and bills of lading, covering any liquid, or flux, asphalt, or Doe asphalt, which shall have been ordered by the Buyer, the Buyer shall pay therefor, by executing and delivering to the Seller his promissory note for the full amount thereof, payable to the order of the Seller, without interest, ninety (90) days from the date of shipment of such asphalt from Los Angeles, California, and which said note shall bear the endorsement of some responsible person, or persons, who shall have a capital of at least twenty thousand ($20,000) dollars, and a rating, in respect of credit, of "good" or "high," as shown in the then current mercantile agency reference book of R. G. Dun & Co., or of Bradstreets; and, in default thereof, the Buyer shall pay the purchase price of such asphalt in cash. 5. The Buyer agrees: (a) That the acceptance of orders for more than the maximum amount of liquid, or flux, asphalt, or of Doe asphalt, in any one year, shall not reduce the amount, or amounts thereof, provided for. in any other year; and (b) Not to sell, deliver, or use, any of such asphalt outside of the City of New York, nor permit the same to be used for any purpose whatsoever outside of the City of New York, except after first obtaining the written consent thereto of the Seller. 6. During the continuance of this contract, the Seller shall not sell any liquid, or flux, asphalt, or Doe asphalt, for use for street paving purposes in the City of New York to any one other than the Buyer, and shall, upon ten days' notice in writing from the Buyer, cancel and annul any agreement it may have to sell such Doe asphalt, or liquid, or flux, asphalt to any other person, or persons, or to any corporation, or corporations, who may, or shall, use such Doe asphalt, or liquid, or flux, asphalt, for street paving purposes in the City of New York, or who may, or shall, sell the same for any such use, or purpose. 7. In the event of the non-payment, at maturity, of any note delivered by the Buyer, or in the event of the breach by the Buyer of any agreements herein contained, in respect of the purchase of Doe asphalt, or liquid, or flux, asphalt, or the use thereof without the City of New York, the Seller may, at its option, cancel and annul this contract, and hold the Buyer liable for any breach, or breaches, of this agreement, existing at the date of any such cancellation. But the existence of this right to cancel shall not, in the event of its non-exercise, diminish, or change, the rights of the Seller. 8. This contract shall bind the parties hereto, and their heirs, administrators, successors and assigns. IN WITNESS WHEREOF, the Seller has caused its corporate name to be signed by its President, thereunto duly authorized, at the City of Los Angeles, California, and its corporate seal to be affixed, attested by its Secretary, this 10th day of January, 1923, and the Buyer has hereunto set his hand and seal, at the City of New York, this 5th day of January, 1923. John Doe, Inc., By John Doe, (Seal) Attest: John Jones, Secretary. Richard Roe (L.S.). SECTION 5.-AGREEMENTS RELATING TO SALE OF BUSINESS. No. 82. Agreement to sell business, including building, factory, good-will, stock in trade, and trade-marks, with covenant by seller not to engage in the same business.18 AGREEMENT, made January 5, 1923, between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Seller"), and Richard Roe Co., a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Buyer”), WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. That the Seller shall, on or before February 1, 1923, at his own expense, by good and sufficient deed, or deeds, of conveyance, grant and convey to the Buyer, in fee simple, free of all liens and encumbrances whatsoever (excepting a mortgage thereon, heretofore executed and given by the Seller to secure the payment of the sum of five thousand ($5,000) dollars, with interest), all that certain plot of land in the Borough of Manhattan, New York City, with the match factory and other buildings thereon erected, known as No. 371⁄2 Broadway. 2. That the Seller shall, on or before February 1, 1923, sell and deliver to the Buyer, clear of all liens and encumbrances: (a) All the articles, machinery, tools, implements and appliances of every kind whatsoever, used, or designed to be used, in the manufacture of matches, which are now in the said buildings; (b) All the articles and items enumerated in the schedule hereto annexed: (c) All articles, items of machinery, tools, implements and appliances that may have been omitted from said schedule, but are now used, or designed to be used, by the Seller in the prosecution of the said match business; (d) The good-will of the match business, and the use of the name of the Seller therein; and 10 Adapted from Diamond Match Co. v. Roeber (1887), 106 N. Y. 473, 13 N. E. 419. |