(d) All letters patent, licenses, patterns, labels, trade-marks, trade-names, trade-rights, trade-secrets and good-will, all patents and applications for patents, and rights to, or under, or in connection with, patents, or applications therefor; books of record, books of account, deeds, plans, designs, letters, documents, and other writings whatsoever, and all rights, privileges, and licenses whatsoever of the First Party.

(e) All the leases and leasehold rights and interests of the First Party of any and all property, including the warehouses, improvements and fixtures and properties situated, as follows;

1. Portland, Oregon.

2. Seattle, Washington. 3. Indianapolis, Indiana.

4. Baltimore, Maryland.

B. The First Party further agrees that, for convenience of record, or proof, the several parcels of land, which are embraced in this article of this agreement, shall be conveyed by separate deeds, and the several plants and all fixtures, or other property, real, personal, or mixed, thereon and therein, shall be transferred by separate bills of sale to the Second Party, or his nominees, or assigns, as he, or they, may, from time to time, request.

SECOND. The Second Party, in consideration of the foregoing sale, assignment and transfer, hereby covenants and agrees with the First Party to pay, or cause to be paid, to the directors of the First Party, the said sum of twenty-five million, four hundred and forty thousand ($25,440,000) dollars, for the account of its stockholders, to be distributed among them, at the rate of one hundred and six ($106) dollars per share, which shall be forthwith paid to and distributed among the holders and owners of said shares of the preferred and common stock, according to their respective distributive proportions thereof, at said rate.

THIRD. In consideration of the aforesaid assignment and conveyance, the Second Party hereby further covenants and agrees to assume and fully pay the corporate debts and completely discharge the corporate liabilities of the First Party, and to assume, perform and liquidate all of its outstanding contracts and obligations of whatsoever nature and kind, and covenants and agrees to indemnify and hold it, the said First Party, its directors, officers, and stockholders, harmless from, and against, all claims, demands, liabilities, costs and expenses, now existing, or arising, or that may hereafter.

arise, in connection with any such debts, liabilities, contracts and obligations whatsoever. And to more effectually secure the performance of this covenant and undertaking on the part of the Second Party, it is covenanted and agreed that the First Party shall be deemed to retain, and is hereby granted, a vendor's lien upon all the property conveyed and transferred, and to be conveyed and transferred hereunder, until the Second Party shall have fully paid, discharged and performed the debts, liabilities, contracts and obligations so to be assumed by him, as aforesaid.

FOURTH. The First Party covenants with the Second Party and his assigns, that it will, at any time, or times, hereafter, upon the request of the Second Party, or his assigns, or his, or their, counsel, do, make, execute and deliver any and all such other and further acts and deed, or deeds, or instruments, in the law, for the more full and effectual vesting and confirming unto the Second Party, or his assigns, the title to, and possession of, all of the real and personal property hereby agreed to be sold, assigned and transferred, and every part and parcel thereof; and, further, the First Party covenants with the Second Party, and his assigns, to warrant and forever defend the above sale, assignment and transfer of real and personal property unto the said Second Party, and his assigns, forever, against the lawful claims and demands of all and every person and persons whomsoever.

IN WITNESS WHEREOF, the First Party has signed this instrument by its President, thereunto duly authorized, and has caused its corporate seal to be affixed, attested by its Secretary, and the Second Party has hereunto set his hand and seal, the day and year first above written.

Doe Steel & Wire Company,

By John Doe,

President.

(Seal) Attest:

John Jones,

Secretary.

Richard Roe (L.S.).

No. 85.

Agreement to sell insurance business, with covenants by seller not to solicit, or accept, business of customers.21

THIS 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, residing at No. 3712 Broadway, Borough of Manhattan, New York City (herein called the "Buyer"), WITNESSETH:

WHEREAS, the Seller is engaged in business as a soliciting insurance agent and broker in the City of New York, and vicinity; and

WHEREAS, the Seller has agreed to sell to the Buyer all his right, title and interest in his said business, and of the good-will therein, and of any commissions due, or which may become due, therefrom: NOW, THEREFORE, IT IS HEREBY MUTUALLY agreed, AS FOLLOWS: 1. The Seller hereby sells to the Buyer all his right, title and interest in:

(a) His aforesaid business of soliciting insurance as an agent and broker;

(b) The good-will thereof;

(c) Any and all commissions due, or which may become due, on any policies, or renewals, or as the result of the continuation of the business of any customer, or customers; and

(d) In any and all such business transacted by him, which appears on his books of account.

2. The Buyer shall pay to the Seller therefor the sum of fifteen hundred ($1500) dollars, upon the execution of this agreement. 3. The Seller shall not:

(1) At any time, canvass, solicit, or accept, any business from any customer, or customers, named in his books or records, or who have been thereon;

(2) Permit, or allow, or give, any other person, firm or corporation, the right, or permission, to canvass, solicit, or accept business from any of said customers;

(3) Directly or indirectly, in any way, request, or advise, any customer, or customers, now on his books, or records, or who have

Adapted from Moffat v. Archibald M. Ainslie Co. (1917), 181 App. Div. 37 168 N. Y. Supp. 317.

been thereon, to withdraw, or cancel, his, or any of their, business with the Buyer.

4. If, at any time, the Seller shall attempt to do any of the things, or acts, forbidden in paragraph "3" hereof, he shall pay to the Buyer the sum of fifteen hundred ($1,500) dollars, as liquidated damages therefor.

5. This sale shall take effect immediately, upon the signing of this instrument; and the Seller hereby authorizes the Buyer, in the Seller's name, but at the Buyer's own cost and expense, to collect the outstanding accounts of such business, to give receipts therefor, and to receive, indorse and collect any and all checks made to the order of the Seller, and delivered or sent in payment of any of said accounts.

6. The Seller shall warrant and defend the said sale against every person, or persons, whomsoever.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written.

Agreement for consolidation of two business corporations, under laws of New York.22

THIS AGREEMENT, made January 5, 1923, between Doe & Company, Inc., a corporation, having an office at No. 112 Broadway, Borough of Manhattan, New York City (herein called "the First Party"), and Richard Roe, Inc., a corporation, having an office at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called "the Second Party"), WITNESSETH:

WHEREAS, the First Party is a corporation, duly organized under the Business Corporations Law of the State of New York, for the purpose of carrying on the business of (a) manufacturing, buying, selling and dealing, at wholesale and retail, in all kinds of goods, wares and merchandise, live-stock, and other personal property of every nature and description; (b) establishing and maintaining a department store, or stores, and businesses incidental thereto; (c)

22 Cf. New York Consol. Laws (1909), Ch. 4, Sec. 7.

purchasing, selling, leasing, improving and managing real estate, and the construction and acquisition of buildings thereon, as the same may be useful in connection with the general transaction of business of the First Party, or for any other purpose; all of which more fully appears by the certificate of incorporation of the First Party, filed in the office of the Secretary of State of the State of New York, on or about January 5, 1912, and filed in the office of the clerk of the county of New York on or about January 6, 1912; and

WHEREAS, the First Party has an authorized capital stock of one million ($1,000,000) dollars, divided into ten thousand (10,000) shares of the par value of one hundred ($100) dollars each, all of which are now issued and outstanding; and

WHEREAS, the Second Party is a corporation, duly organized under the Business Corporations Law of the State of New York, for the purpose of carrying on the business of (a) manufacturing, buying, selling and dealing, at wholesale and retail, in all kinds of goods, wares, merchandise, live-stock and other personal property of every nature and description; (b) establishing and maintaining a department store or stores and businesses incidental thereto; (c) purchasing, selling, leasing, improving and managing real estate, and the construction and acquisition of buildings thereon, as the same may be useful in connection with the general transaction of business of the Second Party, or for any other purpose; all of which more fully appears by the certificate of incorporation of the Second Party, filed in the office of the Secretary of State of the State of New York, on or about April 5, 1911, and filed in the office of the clerk of the county of New York on or about April 7, 1911; and

WHEREAS, the Second Party has an authorized capital stock of one and a half million ($1,500,000) dollars, consisting of ten thousand (10,000) shares of preferred stock, and five thousand (5,000) shares of common stock, all of the par value of one hundred ($100) dollars each, all of which are now issued and outstanding: Now, THEREFORE, PURSUANT TO THE PROVISIONS OF THE LAWS OF THE STATE OF NEW YORK, IN SUCH CASE MADE AND PROVIDED, THE FIRST PARTY AND THE SECOND PARTY, IN CONSIDERATION OF

THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER CONTAINED, DO HEREBY AGREE TO CONSOLIDATE, AND DO HEREBY CONSOLIDATE, INTO A SINGLE CORPORATION, and do hereby agree