EXHIBIT 10.6
MINERAL LEASE
THIS MINERAL LEASE (hereinafter the "Lease") is made and entered into
as of this__________ day of_________________, _______________, by and between
________________________________________________________________________________
hereinafter collectively referred to as "Lessor," and MINERAL RECOVERY SYSTEMS,
INC., a Nevada corporation, Lessee (hereinafter referred to as "MRS").
W I T N E S S E T H :
WHEREAS, Lessor is the owner of that certain property situated in the
County of , State of Tennessee, containing acres, more or less, which property,
including all Ore and Minerals (as hereinafter defined) situated therein,
thereon and thereunder and all improvements thereon and appurtenances thereto,
is hereinafter referred to as the "Premises" and is more fully described as
follows:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
WHEREAS, MRS desires to lease the Premises from Lessor, and Lessor
desires to lease said Premises to MRS, for the purposes of exploring for,
developing and mining Ore and Minerals situated therein, thereon and thereunder;
NOW, THEREFORE, in consideration of _______________ Dollars
($_____________) in hand paid to Lessor, the receipt and sufficiency of which
are hereby acknowledged, and further in consideration of the covenants
hereinafter set forth, Lessor and MRS agree as follows:
1. DEMISE. Lessor does hereby lease and demise the Premises to MRS for
the Term and upon the covenants and conditions set forth in this Lease for the
purposes of exploring for, developing, mining, processing and selling the Ore
and Minerals lying in, under and upon such Premises and for other purposes set
forth herein.
2. DEFINITIONS. The following words and terms wherever used in this
Lease are defined as follows:
"Concentrates" means upgraded intermediate products obtained after Ore
is mined and processed.
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"F.O.B. Mine Value" shall mean the amount received F.O.B. the mine site
by MRS from any purchaser in payment for the Ore, Concentrates, or other first
salable product mined from the Premises and sold, less government severance,
sales or production taxes (other than any based on net income), third party
royalties, sales commissions and any other expenses borne by MRS in connection
with the sale of such Ore, Concentrates or other first salable products. In the
event such Ore, Concentrates or other first salable products are shipped to a
mill or other treatment facility owned and/or operated by MRS, the F.O.B. Mine
Value as defined herein on which royalties are calculated shall be no less
favorable to Lessor than if such Ore, concentrates or other first salable
products had been shipped to the nearest competitive custom mill or other
treatment facility which would accept said Ore, Concentrates or other first
salable products.
"Minerals" shall mean all minerals and mineral substances of whatsoever
nature and character (other than coal, oil and gas) now known to exist or which
may be subsequently discovered or subsequently classified as minerals or mineral
substances, irrespective of whether at the time of the execution of this Lease
any said mineral or substance was considered in connection with the Premises.
"Ore" shall mean rock, sediments, and other materials containing
Minerals mined or extracted by or for MRS which MRS, in its sole discretion,
deems valuable for its mineral content.
"Tailings" shall mean the reject material and residue of Ore and
Minerals after processing not incorporated in the processed form of Ore and
Minerals.
"Term" shall mean the initial term of this Lease and any extension and
renewal thereof.
"Waste Material" shall mean material mined or extracted by or for MRS
which MRS in its sole discretion, determines not to be valuable for its mineral
content.
3. RIGHTS OF XXX. Xxxxxx grants unto MRS the following exclusive rights
and privileges on the Premises:
(a) The right and privilege during the Term of this Lease to
enter upon, take possession of, prospect, explore for, test, drill, dig, develop
and mine by any methods now known or hereinafter developed, including strip
mining, dredging and other surface mining methods and underground mining
methods, and to extract, crush, mill, blend, concentrate, beneficiate, refine,
reduce or otherwise process, and sell, or otherwise dispose of, any and all Ore,
Minerals, Concentrates and other materials which may be found within or upon the
Premises, and the products thereof, in such manner as MRS, in its sole
discretion, deems advisable;
(b) The right to use and affect as much of the Premises,
including the surface and subsurface thereof, as may be necessary or incidental
to the exercise of the rights herein granted;
(c) The right of ingress and egress over, upon, under and through
the Premises and other lands owned by Lessor adjacent to the Premises as may be
necessary or incidental to the exercise of the rights herein granted;
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(d) The right to stockpile Ore, Minerals and Concentrates from
the Premises on other lands owned or controlled by MRS;
(e) The right to build on the Premises stockpiles of Ore,
Minerals and Concentrates and to dispose of or deposit Waste Material and
Tailings on the Premises whether produced from the Premises or from other lands
being mined by MRS as part of a mine plan which includes the Premises;
(f) The right to commingle Ore, Minerals, Concentrates, and other
materials and products thereof derived from the Premises and products thereof
with Ore, Minerals, Concentrates, and other materials and products thereof
produced from other lands owned or controlled by MRS; provided, however, that
prior to such commingling, MRS shall weigh and sample the Ore, Minerals,
Concentrates, and other materials derived from the Premises and the products
thereof in accordance with sound mining and metallurgical practice, and shall
make such analyses and keep and make available to Lessor such records and data
as shall be reasonably necessary to accurately determine the quantity, quality
and character of such Ore, Minerals, Concentrates, and other materials derived
from the Premises and the products thereof;
(g) The right to excavate pit slopes on the Premises in
connection with mining operations of MRS on adjacent lands;
(h) The right to construct, assemble, erect, use, maintain,
improve, repair, replace, rebuild, remove and relocate in or upon the Premises
such buildings, shops, plants, machinery, equipment, xxxxx, structures,
facilities, and such other improvements and services, including roads, inclines,
drifts, entry ways, pipelines, telephone lines, electric transmission lines,
railroads, conveyors, and other transportation facilities (including facilities
for the operation, use and maintenance of aircraft) and the right to excavate
such shafts, pits, tunnels and ditches and to create such lakes, ponds and
settling basins, as may be necessary or incidental to the exploration,
development, mining, extraction, removal, processing, sale and disposition of
Ore, Minerals, Concentrates, and the products thereof whether produced from the
Premises or from other lands being mined by MRS as part of a mine plan which
includes the Premises;
(i) The right to use, subject to applicable laws, rules and
regulations, any surface or ground water situated within or upon the Premises in
connection with MRS's operations hereunder; provided, however, that MRS shall
not take water from Lessor's existing xxxxx, tanks or surface reservoirs without
the written consent of Lessor, which consent shall not be unreasonably withheld;
(j) The right, to be exercised in connection with MRS's
operations hereunder, to cut and use timber situated upon the Premises, subject
to the provisions of Paragraph 5 below;
(k) The right to mine and remove Ore, Minerals, Concentrates,
Waste Material and Tailings from the Premises or from other lands upon which MRS
may be conducting mining operations as part of a mining plan which includes the
Premises over, upon, across, under or through the Premises or other lands
adjacent to the Premises owned by Lessor, and to enjoy mining rights, dump
rights, drainage rights, haulage rights and ventilation rights, as may be
necessary or convenient from time to time in the conduct of MRS's operations on
the Premises or on other lands upon which MRS may be conducting mining
operations as part of a mining plan which includes the Premises.
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(l) all other rights and privileges which are incidental to or
which may be useful, desirable or convenient to MRS in the exercise of any or
all of the rights hereinabove set forth which are not in conflict with
applicable state, federal or local laws, ordinances and regulations.
4. TERM. The Term of this Lease shall commence on the date of this
Lease first set forth above and shall, subject to MRS's right to terminate as
set forth in Paragraph 14 below, and to Lessor's right to terminate as set forth
in Paragraph 15 below, continue for a period of ten (10) years from said date
and so long thereafter as MRS is conducting exploration, development, or mining
operations on the Premises or upon other lands pursuant to a mining plan which
embraces or had embraced the Premises. However, unless the contrary is
established, MRS shall not be presumed to have ceased to conduct such operations
except where the Premises have not been so used for a period of one (1) year.
5. DAMAGES. MRS shall pay Lessor reasonable compensation for any
damages to fences, existing buildings or other tangible improvements, timber,
crops or livestock resulting from MRS's operations on the Premises, but MRS
shall not be liable for consequential, special or incidental damages such as,
but not limited to, loss of opportunity or loss of future profits. The
determination of reasonable compensation for damages shall be mutually agreed
upon by the parties hereto; but if the parties are unable to agree, then each
shall appoint at its own expense a qualified appraiser to separately appraise
the applicable amount of damages. The average of such two (2) appraisals shall
be the basis of compensation and shall be binding on both parties. This Lease
shall not interfere with the Lessor's right to harvest and sell timber from the
Premises as long as such harvesting and sale of timber does not interfere with
MRS's development or mining operations on the Premises.
6. ADVANCE ROYALTY. MRS shall pay Lessor an advance royalty, except as
otherwise provided herein and subject to termination under Paragraphs 14 and 15,
of
$_____ per acre upon the execution of this Lease, being the
consideration mentioned hereinbefore, and a like amount per
acre on or before the first and second anniversaries of this
Lease for each acre then held under this Lease;
$_____ per acre on or before the third, fourth and fifth
anniversaries of this Lease for each acre then held under this
Lease; and
$_____ per acre on or before the sixth anniversary of this Lease for
each acre then held under this Lease, and a like amount per
acre on or before each subsequent anniversary of this Lease
for each acre then held under this Lease.
All advance royalties paid under the terms of this Paragraph 6 shall be
a credit against production royalty payments due or thereafter becoming due
under Paragraph 7 below.
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7. PRODUCTION ROYALTY. In the event that MRS shall sell Ore,
Concentrates or other first salable products derived from any part of the
Premises, MRS shall pay to Lessor a production royalty equal to _____ percent
(_____%) of the F.O.B. Mine Value thereof. Actual payments to Lessor of sums due
under this Paragraph 7 shall be made only after and to the extent that accrued
production royalties exceed the credit for all advance royalties paid under the
terms of Paragraph 6 above. Once actual payments of production royalties to
Lessor begin, MRS's obligation to pay advance royalties under Paragraph 6 shall
terminate. However, should MRS discontinue mining for any reason and payment of
production royalty ceases and such discontinuance has been ongoing for more than
six (6) months preceding a Lease anniversary, then payment of advance royalty
shall be resumed and continued until the payment of production royalty is
resumed. All amounts payable to Lessor as production royalty on account of Ore,
Concentrates or other first salable products derived from the Premises and sold
during any calendar quarter shall be paid by mailing payment to Lessor on or
before the forty-fifth day of the calendar quarter next succeeding the calendar
quarter during which MRS receives the F.O.B. Mine Value attributable to the sale
of such Ore, Concentrates or other first salable products.
8. TAILINGS AND WASTE MATERIAL. Lessor agrees that Waste Material may
be mined or otherwise extracted from the Premises without obligation upon MRS to
replace the same except as may be required by law. Lessor shall have no right,
title or interest to such Tailings or Waste Material except that any Ore,
concentrates or other first salable products, recovered from such Tailings or
Waste Material from a subsequent processing for the recovery of mineral content,
shall be subject to the regular production royalty provided herein. MRS shall
have no right, title or interest in Waste Material or Tailings or other material
on the Premises after termination of this Lease.
9. BOOKS AND RECORDS; INSPECTION. MRS shall keep books and records
necessary to document the quantity and quality of all Ore and Minerals mined
from the Premises, and the F.O.B. Mine Value received from the sale of said Ore
and Minerals or Concentrates or other products derived therefrom. At reasonable
times, Lessor or Lessor's representatives, at their sole risk and liability,
shall, for the purpose of inspection, have access to the Premises and to the
books and records of MRS necessary to document the royalty accruing to Lessor,
it being understood that such inspections by Lessor shall not interfere with
MRS's operations and shall be subject to MRS's instructions as to matters
relating to health and safety. In the event that Lessor and MRS cannot agree as
to what records must be reviewed to permit a determination of the accuracy of
the royalty calculation, then MRS's independent public accountants shall review
the royalty calculation and verify the accuracy thereof. The results of the
review by the independent public accountants shall be binding on both parties.
If no written objection to the calculation of royalties shall be made by Lessor
to MRS within one year after the payment thereof, the amount of such payment
shall be conclusively deemed correct.
10. PERFORMANCE OBLIGATIONS
(a) Operations. MRS shall conduct its operations on the Premises
in a careful and workmanlike manner and in compliance with all applicable laws,
ordinances and regulations of all governmental authorities having jurisdiction
over MRS's operations, but without any other restrictions on the methods
employed.
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(b) Reclamation. MRS shall perform such reclamation work as is
required by the applicable rules, regulations and laws of the state(s) in which
the Premises are located and of the United States or any other governmental
authority with jurisdiction over the Premises, and Lessor agrees to grant MRS
such continuing access and rights to the Premises as may be necessary for MRS to
comply with such rules, regulations and laws; provided, however, MRS shall not
be responsible for reclamation of any condition existing on the Premises prior
to the date of this Lease, including, but not limited to, surface disturbances,
solid wastes, hazardous wastes, water pollution, or eminent public health or
safety hazard, and if MRS is required to reclaim such preexisting condition,
Lessor shall reimburse MRS for its cost thereof. MRS shall stockpile topsoil
removed in the course of its operations on the Premises and shall redistribute
that topsoil and recontour the disturbed area to the extent practicable upon the
completion of such operations.
(c) Indemnity. MRS shall indemnify and hold Lessor harmless from
and against any claim or legal liability arising out of injury to, or death of,
persons or damage to property (other than damage to Lessor's property pursuant
to the rights granted in Paragraph 3) where such injury, death or damage is
proximately caused by MRS's negligent operations under this Lease, such
indemnity to include reasonable attorney's fees and costs incurred by Lessor in
defense of any such claim or liability; provided, however, that MRS's obligation
under this Subparagraph 10(c) shall be conditional upon Lessor notifying MRS in
writing of the existence of any such claim within ten days after Lessor first
learns thereof, and no obligation to indemnify and hold harmless shall exist
where any injury, death or damage arises out of, or is connected in any way
with, the negligent acts or omissions of Lessor.
(d) Claims and Liens. MRS shall pay and satisfy all claims and
liens for materials, supplies and labor used in connection with MRS's operations
on the Premises, and shall keep Lessor's interest in the Premises free and clear
from any and all liens and encumbrances except any such lien or encumbrance
which may result from the actions of parties other than MRS, its agents,
employees, and contractors.
11. NO OBLIGATION TO DEVELOP. Nothing herein shall in any way obligate
MRS to undertake any particular amount or kind of exploration work on the
Premises nor to undertake any development or mining activity therein, it being
understood that the decision to conduct exploration, to open a mine, to abandon
exploration, or to suspend or abandon development or mining operations shall be
entirely within the discretion of MRS. Furthermore, if MRS shall determine to
develop a mine or mines, all decisions as to the nature of operations, the
nature of products to be produced and the terms, conditions and prices for which
such products shall be sold shall be solely within the discretion of MRS.
12. TITLE
Lessor hereby represents and warrants that the Premises are free and
clear of any lien, encumbrance or adverse claim of any kind; that Lessor has the
unrestricted right to enter into this Lease and to grant to MRS all of the
rights set forth herein; that there are no outstanding contractual arrangements
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or obligations, including obligations relating to rents and royalties, which
could bind or in any way affect MRS's interest under this Lease or any Ore or
Minerals or products thereof which may be mined or removed and sold pursuant to
this Lease. Lessor warrants and agrees to defend title to (its interest in) the
Premises and to the rights granted to MRS hereunder against any and all persons,
firms and corporations claiming any right, title or interest in or to the
Premises adverse to or in derogation of MRS's leasehold estate hereunder or the
rights of MRS herein granted. Should Lessor fail to defend its title, MRS may do
so and deduct all costs thereof, including attorney's fees and expenses of
removing or settling such claims, from any and all amounts due Lessor hereunder.
Lessor further represents and warrants that, to the best of its
knowledge, there are no pre-existing conditions (as defined in Paragraph 10(b)
above), nor any known historic or prehistoric sites or artifacts, on the
Premises except as follows:
________________________________________________________________________________
________________________________________________________________________________
Lessor agrees to make available to MRS all documents, abstracts or
other title information regarding the Premises in Lessor's possession for a
reasonable period of time. MRS may, at its own expense, further search the title
to the Premises and seek to cure any infirmities found to exist (with regard to
Lessor's interest) therein.
Lessor does hereby agree to assume, be responsible for and pay when and
as due any and all outstanding monetary obligations created or caused by Lessor
which if not satisfied could result in MRS's interest under this Lease being
defeated or otherwise affected. MRS shall have no obligation or responsibility
in respect of any such outstanding monetary obligations, but in the event Lessor
shall fail to make payment when and as due of any of such outstanding monetary
obligations, MRS may pay the same and deduct the amount thereof, together with
interest thereon at the maximum legal rate permissible in the state where the
Premises are located, from any sums accruing to Lessor hereunder.
The amounts payable to Lessor pursuant to the terms of this Lease are
conditioned on the fact that MRS has leased from Lessor hereunder an
unencumbered one hundred percent (100%) interest in the Premises and that MRS's
rights in the Premises are as herein set forth and are subject to no covenants,
conditions, restrictions, or encumbrances other than those created by this
Lease. In the event that at any time during the Term of this Lease there is any
outstanding right, title or interest in the Premises not created or caused by
MRS such that for any reason MRS is not possessed of the entire leasehold estate
which this Lease purports to grant, then the amounts payable to Lessor under
this Lease shall be reduced by the greater of (a) the proportion which any
outstanding interest or encumbrance bears to the full unencumbered interest
contracted for by MRS herein or (b) the difference in the value to MRS between
the interest which Lessor purports to lease herein and the interest in fact
leased.
If at any time any person, firm or corporation which is not a signatory
to this Lease claims to be entitled to payment of any amount due and payable by
MRS hereunder, MRS may withhold payment of any such amount until (a) all adverse
claims involved have been finally concluded or determined, or (b) MRS has been
indemnified adequately with respect to such claims; provided, however, that
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nothing contained herein shall prevent MRS from invoking any remedy available in
law or in equity including the bringing of an action in the nature of an
interpleader in a court of competent jurisdiction.
13. OWNERSHIP OF PLANT AND EQUIPMENT. All equipment, plants, buildings,
facilities, structures and other improvements of whatsoever kind or nature used
by MRS in its operations or constructed or placed by MRS on the Premises shall
be and remain the property of MRS during the term of this Lease. In the event of
termination of this Lease as to any part of the Premises, MRS shall have the
right to enter upon the Premises and remove from the Premises subject to such
termination all of MRS's improvements and property of whatsoever kind situated
thereon. Such right shall continue for a period of one year from and after the
date of such termination and as long thereafter as MRS is diligently removing
its said improvements or property. Any such improvements or property not removed
or being diligently removed by MRS by the end of said period shall be deemed the
property of Lessor, but MRS makes no warranties or representations regarding the
condition of such improvements or property. MRS shall remove all buildings and
structures that Lessor requests not be left on the Premises.
14. MRS'S RIGHT OF TERMINATION. MRS may, at any time or from time to
time, during the Term of this Lease terminate this Lease in whole or in part by
delivering to Lessor or to the office of the recorder of the County(ies) in
which the Premises are situated a conveyance in recordable form surrendering and
quitclaiming to Lessor all or any portion of the Premises. Upon such delivery,
this Lease shall terminate with respect to the Premises described in such
conveyance, and MRS shall be relieved of all obligations, liability or
responsibility in respect to the Premises surrendered and quitclaimed to Lessor,
save those obligations and liabilities incurred prior to surrender. Said
conveyance surrendering and quitclaiming the Premises, or a portion thereof,
shall be deemed to have been delivered to and received by Lessor or by said
County recorder(s) upon the posting thereof in the United States mails when
mailed certified or registered, postage prepaid, return receipt requested, or
upon receipt when hand-delivered.
15. LESSOR'S RIGHT OF TERMINATION. Lessor shall be entitled to
terminate this Lease upon the failure of MRS to make payment of any amount of
money due and payable by MRS to Lessor pursuant to this Lease or upon the
failure of MRS to keep or perform any other covenant or obligation on its part
set forth herein; provided, however, that prior to terminating this Lease,
Lessor shall first give to MRS written notice of MRS's default, specifying the
circumstances thereof and the amount of money which Lessor claims is due and
payable by MRS or the specific nature of any other claimed default. MRS shall
have a period of sixty (60) days from and after receipt of said notice of
default in which to cure same, or, in the event that such default cannot be
cured within sixty (60) days, MRS shall commence to cure within such time, and
shall continue to diligently pursue such cure, failing which Lessor may
terminate this Lease by notice to MRS; provided further, however, that in the
event MRS shall dispute the existence of a default on the part of MRS, MRS shall
not be deemed in default unless and until there has been a final nonappealable
judgment entered in writing by a court of competent jurisdiction in favor of
Lessor. In the event of such judgment, MRS shall have a period of thirty (30)
days after such entry of judgment in which to cure the default so adjudged, or,
in the event such default cannot be cured within such thirty (30) day period,
MRS shall commence to cure within such time, and shall continue to diligently
pursue such cure, failing which Lessor may terminate this Lease by notice to
MRS.
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16. UNCONTROLLABLE FORCES. In the event that MRS is unable, wholly or
in part, as a result of uncontrollable forces to carry out its obligations under
this Lease, such obligations shall be suspended during the continuance of any
liability so caused and the Term of this Lease shall be extended for a period
equivalent to the period of such inability so caused. Such cause shall be
remedied with all reasonable dispatch, provided that in no event will MRS be
required against its will to settle any strike or lockout or to adjust any labor
dispute or to question the validity of or to refrain from testing the validity
of any local, state or federal order, rule, regulation or law. The term
"uncontrollable forces," as used herein, shall mean fire, floods, earthquakes,
soil shifting, wind storms, other damage from elements, acts of God, inadequacy
of available supplies of water, accidents, delays in transportation, acts of
war, riots, civil and criminal disturbances, strikes, threats of imminent
strikes, lockouts, boycotts and other labor or industrial disputes or
disturbances, sabotage, shortage or delays in obtaining necessary labor,
equipment, materials or insurance in the open market, delays in obtaining the
approvals required by the terms hereof or by law, or acts of governmental
authority under any local, state or federal laws or regulations, including
governmental controls, regulations or judicial orders or decrees, and other
matters beyond the reasonable control of MRS, whether or not similar to matters
herein specifically enumerated.
17. TAXES, ASSESSMENTS AND CHARGES.
(a) Taxes Payable by MRS. Except as provided below, MRS shall
pay, before delinquency, all real and personal property taxes, assessments and
charges which may be levied or assessed by any governmental agency having
jurisdiction, against the leasehold estate, against any improvements placed or
made on the Premises by MRS pursuant to the rights granted by this Lease, and
against any Ore, Concentrates or other first salable products derived from the
Premises by MRS; provided, however, that MRS may contest any such tax,
assessment or charge which it believes to be erroneously levied and may postpone
any payment of such tax, assessment or charge until such contest is fully
decided.
(b) Taxes Payable by Lessor. Lessor shall pay before delinquency
all other real and personal property taxes, assessments and charges levied
against or in connection with the Premises, including any improvements or other
property of Lessor which MRS may permit to be placed or made on the Premises,
and Lessor will not permit the leasehold estate created by this Lease to be
forfeited or sold by any governmental agency on account of the non-payment of
any such tax, assessment or charge. In the event that Lessor shall not pay any
such tax, assessment or charge prior to delinquency, MRS may, but shall have no
obligation to, pay such tax, assessment or charge in order to preserve its
leasehold estate and may subtract all amounts becoming due to Lessor under the
terms of this Lease. In addition to the amounts of any tax, assessment or charge
paid by MRS which were properly payable by Lessor, MRS may also deduct from
amounts accruing to Lessor under the terms of this Lease an amount equal to the
interest on said amounts paid by MRS at the lesser of 18% per annum or the
maximum legal rate of interest chargeable to Lessor under the laws of the state
in which the Premises are situated, commencing on the date of said payment by
MRS and continuing until all such amounts paid by MRS on behalf of Lessor have
been recovered by MRS from the next succeeding payment(s) accruing to Lessor
under the terms of this Lease.
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18. PLACE OF PAYMENT. All payments herein provided for shall be made by
delivering or mailing the same as designated below to Lessor at the address set
forth in Paragraph 19 below. All payments sent by MRS to the last known
addressee and address designated under the terms of this Paragraph 18 shall
constitute proper payment. No change or transfer of ownership of Lessor's
interest in the Premises shall affect the person, entity or place to which
payment is made by MRS until MRS is provided with the documents required by
Paragraph 22 below. The delivery to MRS of a notice of change of ownership of
Lessor's interest or a change of address shall not affect the validity of any
payments made by MRS prior to, or within ten (10) days after, receipt of such
notice.
19. NOTICES. Any notice to be given to either MRS or Lessor under this
Lease shall be in writing and shall be either personally delivered or sent by
United States mail, registered or certified, return receipt requested with
postage prepaid, and if to Lessor addressed as follows:
_________________________________
_________________________________
_________________________________
and if to MRS addressed as follows:
Mineral Recovery Systems, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
with a copy to:
C. Xxxxxxx Xxxxxx 000 Xxxxx Xxxx Xxxx., Xxxxx 00 Xxxx, XX 00000
and a copy to:
Xxxxxxx X. Xxxx
XXXX XXXXXXXX XXXXX XXX & XXXXXXXX 000
Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxx, XX 00000
Either party may change its address for notice by so advising the other party in
accordance with the terms of this Paragraph 19. Any notice given in accordance
with the provisions of this Paragraph 19 shall be deemed given as of the date of
personal delivery or, if mailed, upon the date of posting of said notice in the
United States mails.
20. GOVERNING LAW. To the extent legally permissible, this Lease shall
be governed by the laws of the State of Tennessee.
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21. WAIVER OF HOMESTEAD, DOWER AND CURTESY. Insofar as such rights may
be applicable under the laws of the state in which the Premises lie, whether
statutory or otherwise, the Lessor hereby waives and releases any rights of
dower, curtesy and homestead in the Premises which may in any way affect or be
affected by this Lease.
22. SALE, ASSIGNMENT AND SUBLEASE. Either party may at any time assign,
pledge, mortgage or sublet all or any part of its interest, rights or
obligations under this Lease. In the event of a change of ownership of the
Premises or any interest therein retained by Lessor hereunder, Lessor shall
furnish MRS with a duly certified copy of the recorded instrument of conveyance
sufficient to show a complete chain of title from Lessor to the new owner(s).
23. AREA OF INTEREST. If at any time during the term of this Lease
Lessor acquires rights to minerals within any tract or tracts of lands, of which
any portion lies within two (2) miles of the external boundaries of the Premises
leased herein, Lessor shall forthwith give notice of such acquisition to MRS. If
within 60 days after it receives such notice MRS gives notice to Lessor that MRS
elects to cause such tract or tracts, or any portion thereof (whether inside or
outside of the two mile area of interest), to become subject to this Lease,
Lessor shall execute an amendment to this Lease, which shall be prepared and
executed as well by MRS, causing such tract or tracts, or the portion or
portions thereof selected by MRS, to become subject to the terms of this Lease
and be included in the Premises.
24. EXPENSES ON DEFAULT. In the event of default by Lessor or MRS in
the performance of any of the terms or obligations set forth herein, the
defaulting party shall be obligated to pay and shall pay all costs and expenses
which are incurred by the non-defaulting party, including a reasonable
attorney's fee, in enforcing and protecting by suit, or otherwise, the rights of
the non-defaulting party under this Lease.
25. PARAGRAPH HEADINGS. Paragraph headings or titles set forth in this
Lease are inserted for convenience only and are not intended to define, limit or
describe the scope or intent of the provisions hereof.
26. BINDING EFFECT. This Lease shall be binding on and inure to the
benefit of the parties hereto, and their respective heirs, devisees,
beneficiaries, personal representatives, successors and assigns.
27. ADDITIONAL INSTRUMENTS. Lessor hereby agrees to execute
concurrently with the execution of this Lease or at a later date if requested by
MRS, an acknowledged Notice and Memorandum of this Lease which may be recorded
by MRS in the records of the County(ies) in which the Premises are located.
Further, the parties agree to execute and deliver such additional agreements,
instruments or documents as may be determined from time to time to be necessary
or advisable to carry out the terms or purposes of this Lease.
28. TIME OF ESSENCE. Time is of the essence of this Lease and each and
every term and covenant hereof.
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29. ENTIRE AGREEMENT. This Lease evidences the entire agreement of
Lessor and MRS and no oral agreement, promise, statement or representation which
is not contained in this Lease shall be of any force or effect. This Lease may
not be amended or modified except by a written instrument, duly executed by
Lessor and MRS.
30. AFFIDAVIT AS TO WITHHOLDING TAX. Lessor hereby certifies that
Lessor is not a foreign person and therefore not subject to the ten percent
(10%) withholding tax under the Foreign Investment in Real Property Act, OR has
attached hereto a "Qualifying Statement" from the Secretary of Treasury or his
delegate which exempts Lessor from said tax or exempts MRS from withholding
provided either party has furnished adequate security. By executing this Lease,
Lessor under penalty of perjury declares that the above statement is true,
correct and complete to the best of Lessor's knowledge and belief.
31. ADDITIONAL PROVISIONS
( ) None
( ) See addendum attached hereto, marked as Exhibit "____"
and incorporated by reference herein.
IN WITNESS WHEREOF, this Lease has been executed effective on the day
and year first above written.
LESSOR: LESSEE:
MINERAL RECOVERY SYSTEMS, INC.,
a Nevada corporation
______________________________________
S.S. No.______________________________ By ____________________________
Title _________________________
______________________________________
S.S. No.______________________________
______________________________________
S.S. No.______________________________
12
STATE OF______________________________)
:ss.
COUNTY OF_____________________________)
Personally appeared before me ____________________, with whom I am
personally acquainted and who acknowledged that he executed the within
instrument for the purposes therein contained.
Witness my hand, at office, this________ day of ____________, ________.
___________________________________
NOTARY PUBLIC, residing in
[SEAL]
___________________________________
My commission expires:
______________________________
STATE OF______________________________)
:ss.
COUNTY OF_____________________________)
Personally appeared before me ____________________, with whom I am
personally acquainted and who acknowledged that he executed the within
instrument for the purposes therein contained.
Witness my hand, at office, this________ day of ____________, ________.
___________________________________
NOTARY PUBLIC, residing in
[SEAL]
___________________________________
My commission expires:
______________________________
13
STATE OF______________________________)
:ss.
COUNTY OF_____________________________)
Personally appeared before me ____________________, with whom I am
personally acquainted and who acknowledged that he executed the within
instrument for the purposes therein contained.
Witness my hand, at office, this________ day of ____________, ________.
___________________________________
NOTARY PUBLIC, residing in
[SEAL]
___________________________________
My commission expires:
______________________________
STATE OF______________________________)
:ss.
COUNTY OF_____________________________)
Before me, a Notary Public in and for said State and County, duly
commissioned and qualified, personally appeared , with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself to be the of MINERAL RECOVERY SYSTEMS, INC., the
within named bargainor, a corporation, and that he executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as .
Witness my hand, at office, this________ day of ____________, ________.
___________________________________
NOTARY PUBLIC, residing in
[SEAL]
___________________________________
My commission expires:
______________________________
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