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Exhibit 10.13
Leased Real Property
LEASE AGREEMENT
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This Lease Agreement (the "Lease") is made as of the
29th day of July, 1998 by and between MALLINCKRODT, INC., a Delaware corporation
(the "Landlord"), and GEO SPECIALTY CHEMICALS, INC., an Ohio corporation (the
"Tenant"). Unless otherwise specifically set forth herein, capitalized terms
shall have the meaning ascribed to them in that certain Asset Purchase
Agreement, by and among Tenant, as buyer, Landlord and Mallinckrodt, Inc., a New
York corporation, collectively, as seller, dated June 29, 1998 (the "Asset
Purchase Agreement").
1. LEASED PREMISES. Upon and subject to the terms and
conditions of this Lease, Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the buildings and other improvements (herein, the "Leased
Premises") associated with the warehouse and sludge processing facility
currently operated by Landlord on land owned by Landlord (the "Land") situated
in South Whitehall Township, County of Lehigh and State of Pennsylvania, as
described on Exhibit A attached hereto and made a part hereof, and as more
narrowly described as Lot Nos. 3 and 4 on the proposed Subdivision Plan of
Mallinckrodt Chemical, Inc., prepared by XxXxxx, Xxxxxx & Associates, Consulting
Engineers, Allentown, Pennsylvania, dated June 19, 1998 (the "Proposed
Subdivision Plan"), which Landlord plans to file of record following the date
hereof. The parties acknowledge that the Leased Premises consists of leased
improvements only, and not the Land; provided, that Landlord hereby grants to
Tenant, throughout the term hereof (i) the right to use existing roadways on the
Land for ingress and egress from the Leased Premises over the Land to Xxxxx
Chunk Road and to Cedar Crest Road, for persons and vehicles entering and
leaving the Leased Premises and (ii) the right to park vehicles in the parking
areas located near the Leased Premises. The Leased Premises are identified on
the site plan attached hereto and made a part hereof as Exhibit B.
2. LEASE TERM. (a) The initial term of this Lease
shall be twenty (20) years, commencing on the date first written above (the
"Commencement Date") and expiring on July 30, 2018 at 11:59 P.M. (the "Initial
Term").
(b) Tenant shall have fifteen (15) renewal options of
two (2) years each to extend the term of this Lease on the same terms and
conditions as the Initial Term, except that Tenant shall have no further options
to extend (each renewal period is referred to as a "Renewal Term"; the Initial
Term and any Renewal Terms are herein collectively referred to as the "Term").
Such rights to extend shall be exercisable by providing Landlord with written
notice of such election not less than thirty (30) days prior to the expiration
of the Initial Term or then current Renewal Term.
3. RENT. (a) During the Initial Term and each Renewal Term,
Tenant shall pay to Landlord, as base rent (the "Base Rent"), a sum equal to
$1.00 per
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annum, payable in one installment in advance on the Commencement Date and on
each anniversary of the Commencement Date.
(b) In addition to the Base Rent as provided above,
Tenant shall also pay, when due, all costs, expenses and other sums of money
required to be paid by Tenant under the terms of this Lease, any and all of
which are hereby defined as "Additional Rent." In the event of any non-payment
of Additional Rent, when due, Landlord shall have all of the rights and remedies
provided for hereunder, or by law or in equity, for the non-payment of Base Rent
or for any other breach of this Lease. Base Rent and Additional Rent are
hereinafter sometimes collectively referred to as "Rent."
(c) All Rent shall be payable without demand,
deduction or set-off. All Rent payments shall be made to Landlord at Landlord's
address set forth in paragraph 22 or at such other address as Landlord may
designate.
4. REAL PROPERTY TAXES AND ASSESSMENTS. Tenant shall
pay all real property taxes and assessments, special or otherwise, affecting and
attributable to the Leased Premises and covering the period included within the
Term. Tenant shall have the right to institute and prosecute any lawful contest
of real property taxes and assessments, special or otherwise, affecting the
Leased Premises (but shall pay all such taxes as and when due, regardless of
whether or not Tenant wishes to institute any contest with respect thereto), and
Landlord agrees to cooperate with Tenant in connection therewith at no cost to
Landlord.
5. UTILITIES. Tenant shall pay, as and when due, all
water, sewer, power, heat, gas, electricity and all other utility services used
or consumed on the Leased Premises during the Lease Term, such payment to be
made directly to the supplying utility company. Landlord shall not be liable for
any permanent or temporary interruption or termination of utility services nor
shall any of Tenant's obligations under this Lease be affected by any such
interruption or termination of utility services.
6. MAINTENANCE AND REPAIRS. Tenant shall, throughout
the Lease Term, at its sole cost and expense, keep and maintain the Leased
Premises in good working order and condition, including, without limitation, the
structural components, floors, walls, roof, replacement of glass, repair of
doors, truck docks and truck pads, heating units, electrical, plumbing and other
utility systems serving the Leased Premises, and the parking lots serving the
Leased Premises.
7. FIXTURES AND ALTERATIONS. Tenant shall have the
right to make any alterations, installations, additions or expansions to the
Leased Premises as Tenant may desire, provided that Tenant shall do so in a good
and workmanlike manner, free of any mechanics liens and in accordance with all
governmental laws, ordinances, requirements, orders, directions, rules or
regulations (collectively, "Governmental Requirements"). Upon the expiration or
earlier termination of this Lease, Tenant, at its
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own cost and expense, shall have the right, but not the obligation, to remove
all trade fixtures and other equipment owned by Tenant and located within the
Leased Premises, and shall repair any damage caused by such removal.
8. USE. Subject in all respects to the terms and
conditions otherwise set forth in this Lease, Tenant may use the Leased Premises
for any lawful purpose; provided that, during the Term, Tenant will not take any
action, or omit to take any action, that would give rise to Environmental Claims
with respect to the Leased Premises. Tenant shall not use or occupy the Leased
Premises, or permit or suffer the Leased Premises or any part thereof to be used
or occupied, for any unlawful or illegal business, use or purpose, or in any
manner to constitute a nuisance of any kind, or for any purpose or in any way in
violation of any Governmental Requirements or in any manner that might breach
any of its obligations under the Asset Purchase Agreement. Landlord shall not be
liable for the loss of or any damage to any property of Tenant or of others
located or stored in, upon or about the Leased Premises, whether by theft,
vandalism, malicious mischief, unlawful entry or any other cause or reason.
9. LIENS. (a) Throughout the Term, Tenant shall not
suffer or permit any mechanic's lien or other lien to attach to the Leased
Premises as a result of any work performed by Tenant or its agents, and whenever
and as often as any such lien or liens shall be filed or shall attach, Tenant
shall, within 90 days thereafter, pay or bond off such lien or liens or procure
their cancellation in any manner prescribed or permitted by law.
(b) Tenant acknowledges and agrees that Tenant is
not, and shall not be deemed to be, an agent of Landlord in connection with any
construction, demolition or renovation activities undertaken by Tenant at the
Leased Premises, and nothing contained in this Lease shall be construed as
consent or permission by Landlord to subject Landlord's fee simple estate in the
Land or the Leased Premises to any lien of contractors, suppliers, materialmen
or other persons performing services, or supplying labor or materials, in
connection any construction, demolition or renovation activities undertaken by
Tenant.
10. INSURANCE. (a) Throughout the Term, Tenant shall
obtain and keep in force, at its sole cost and expense, commercial general
liability insurance insuring both the Landlord and Tenant from and against any
and all claims for damages resulting from injury or death to persons or injury
to property occurring in and about the Leased Premises or arising out of the
ownership, maintenance, use or occupancy of the Leased Premises. The amount of
coverage shall be not less than $2,000,000.00 per occurrence and $3,000,000.00
annual aggregate for property damage and injury or death to persons. Tenant
shall also maintain all risk property damage insurance covering all of Tenant's
trade fixtures, equipment, furnishings and other personal property and contents
and all other portions of the Leased Premises.
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(b) Tenant shall deliver to Landlord a certificate
evidencing the existence and amount of the insurance required to be carried by
Tenant hereunder. No policy of insurance required to be obtained and maintained
hereunder shall be cancelable or subject to reduction of coverage or other
material modification except after thirty (30) days prior written notice to
Landlord.
(c) Tenant shall keep the Leased Premises insured
against loss by fire (with extended coverage) in an amount equal to not less
than one hundred percent (100%) of the full insurable value thereof.
11. FIRE OR OTHER CASUALTY. If at any time during the
Lease Term all or any portion of the improvements now or hereafter erected on
the Leased Premises shall be destroyed or damaged by fire, flood, or any other
casualty, Tenant shall repair, reconstruct and restore such improvements, and
there shall be no abatement in Base Rent or any other charges hereunder during
the period of such restoration; provided, that if the estimated cost of
restoring such improvements exceeds Six Hundred Thousand Dollars ($600,000.00),
then Tenant shall have the right to terminate this Agreement, in which event
neither party shall have any liability to the other hereunder.
12. MUTUAL RELEASE AND WAIVER OF CLAIMS.
Notwithstanding any provision of this instrument to the contrary, Landlord and
Tenant hereby each waive all rights of recovery and causes of action which
either party has or may have, or which may arise hereafter, against the other,
whether caused by negligence or otherwise, for any loss or damage to property or
business arising out of or incident to the perils required to be insured against
under this Lease; provided, however, that the foregoing waivers apply only to
the extent of such insurance coverage and to the extent such waivers do not
invalidate any policy of insurance of the parties hereto, now or hereafter
issued, it being stipulated that the waiver shall not apply if the application
thereof would result in the invalidation of such policy of insurance.
13. CONDEMNATION. (a) If the whole of the Leased
Premises shall be taken, appropriated or condemned for any public or
quasi-public use or purpose, or if less than all of the Leased Premises is taken
but the remaining portion is not sufficient for the operation of Tenant's
business, then the Initial Term, or then-current Renewal Term, shall
automatically cease and terminate as of the date Tenant is required to
relinquish possession of the Leased Premises or when title to the Leased
Premises vests in the taking authority, whichever first occurs, and all rents
and other charges paid under this Lease shall be apportioned as of the date of
termination. Tenant shall be entitled to receive any award for the value of the
Leased Premises and also the Option Property (defined below) in connection with
any taking and Landlord hereby waives any claim thereto.
(b) If less than all of the Leased Premises shall be
taken, appropriated or condemned for any public or quasi-public use or purpose,
and the
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remaining portion not so taken is sufficient for the operation of Tenant's
business, as determined by Tenant in Tenant's sole judgment, then Tenant shall,
to the extent of any award received in connection therewith (which shall be for
the account of Tenant in such circumstances), restore the balance of the Leased
Premises to a complete unit and this Lease shall thereafter remain in full force
and effect.
14. MORTGAGES. Landlord shall not permit or cause to
be permitted any liens, restrictions, easements, covenants, encumbrances or
other conditions on the Leased Premises other than the Permitted Encumbrances
(defined below).
15. DEFAULT. (a) Tenant shall be in default hereunder
if any one or more of the following events (hereinafter referred to individually
as an "Event of Default") shall occur: (i) Tenant shall fail to pay any amounts
or charges payable by Tenant under this Lease and such failure shall continue
for more than 30 days after receipt of written notice by Tenant of such
failure,, (ii) Tenant shall neglect or fail to perform or observe any of the
other terms, covenants or conditions contained in this Lease and such failure
shall continue for more than 30 days after notice to Tenant of such failure,
provided, that if such default cannot be reasonably cured within such 30 day
period, such period shall be extended so long as Tenant commences the cure of
such default within such 30 day period and diligently prosecutes the completion
thereof, and in any event is unable to cure such default within 120 days after
notice to Tenant of such failure. Upon the occurrence of an Event of Default, or
at any time thereafter while an Event of Default continues, Landlord shall have
the right, at its option, to terminate this Lease. If this Lease is terminated
in the manner provided above or by legal proceedings or otherwise, Landlord or
its duly authorized agents shall have the right, immediately or at any time
thereafter, and without the necessity of giving any further notice, to reenter
and to resume possession of the Leased Premises without being deemed guilty of
trespass or any other violation of law and without prejudice to any remedies
Landlord may have for unpaid rent or for damages for breach of this Lease.
(b) All remedies available to Landlord are declared
to be cumulative and concurrent. In the event of a default or threatened default
by Tenant of any of the terms, provisions, covenants, conditions, rules and
regulations of this Lease, Landlord shall have the right to seek and the right
to invoke any remedy permitted to Landlord in law or in equity. No termination
of this Lease nor any taking or recovering of possession of the Leased Premises
shall deprive Landlord of any of its remedies or actions against Tenant for all
damages resulting from Tenant's default.
16. SUBLETTING AND ASSIGNMENT. Tenant shall have the
right to assign, pledge or mortgage this Lease, whether by operation of law or
otherwise, or sublease all or any part of the Leased Premises, without the
consent of the Landlord.
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17. SURRENDER OF LEASED PREMISES; HOLDOVER. At the
expiration of the Lease Term, or upon any earlier termination of this Lease for
any reason, Tenant shall surrender the Leased Premises in good condition and
repair, reasonable wear and tear and taking by eminent domain excepted. If
Tenant fails to surrender possession of the Leased Premises at the expiration of
the Lease Term, Tenant shall be a Tenant at sufferance, but shall remain liable
for the performance of all Tenant obligations hereunder.
18. CERTIFICATES. Either party shall, without charge,
at any time and from time to time hereafter, within fifteen (15) days after
written request of the other party, certify by written instrument duly executed
and acknowledged to any mortgagee or purchaser, or proposed mortgagee or
proposed purchaser, or any other person, firm or corporation specified in such
request: (a) as to whether this Lease has been supplemented or amended, and if
so, the substance and manner of such supplement or amendment; (b) as to the
existence of any default hereunder, to such certifying party's best knowledge
and belief; (c) as to the existence of any offsets, counterclaims or defenses
thereto on the part of such other party, to such certifying party's best
knowledge and belief; and (d) as to any other matters as may reasonably be so
requested. Any such certificate may be relied upon by the party requesting it
and any other person, firm or corporation to whom the same may be exhibited or
delivered, and the contents of such certificate shall be binding on the party
executing the same.
19. QUIET ENJOYMENT. Landlord warrants to Tenant,
that upon Tenant's paying the rent and all other amounts and charges Tenant is
required under this Lease to pay, and upon Tenant's performing and observing all
covenants, agreements and conditions of this Lease that Tenant is required to
perform and observe, Tenant shall quietly have, hold and enjoy the Leased
Premises during the Lease Term without hindrance or interruption by Landlord or
any other person or persons claiming by, through or under the Landlord.
20. FORCE MAJEURE. Except for any obligation to pay
rent or other charges required under this Lease, if either Landlord or Tenant
shall be delayed in or prevented from the performance of any of the terms,
covenants and conditions of this Lease, by reason of restrictive governmental
laws or regulations, riots, insurrections, war, sabotage, act of God, or any
other reason of a similar or dissimilar nature not the fault of the party
delayed in or prevented from performance, then performance shall be excused for
the period of the delay or prevention of performance and the time for
performance shall be extended for an equivalent period.
21. WAIVER. The waiver by Landlord of any breach of
any term, covenant or condition of this Lease shall not be deemed to be a waiver
of such term, covenant or condition or any subsequent breach of the same or any
other term, covenant, or condition of this Lease. Landlord's acceptance of rent
shall not be deemed to be a waiver of any preceding breach by Tenant of any
term, covenant or condition of this
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Lease. No term, covenant, or condition of this lease shall be deemed to have
been waived by Landlord unless such waiver be in writing by Landlord.
22. NOTICES. Any notice, demand, or request required
to be given by Landlord or Tenant under this Lease shall be in writing signed by
the party giving such notice. Any notice, request or instruction to be given
hereunder by any party to the other party will be deemed to have been given (i)
when it is delivered, (ii) the Business Day after it is sent by overnight
courier, or (iii) when it is sent by facsimile, with confirmation of receipt,
addressed as follows or to such other address(es) as may be designated by
written notice to the other party from time to time:
If to Tenant: GEO Specialty Chemicals, Inc.
00000 Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
with a copy to: Xxxxx X. Xxxxxxxx, Esq.
Xxxxxxxx Xxxx & Xxxxx LLP
0000 Xxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Fax No.: (000) 000-0000
If to Landlord: Mallinckrodt, Inc.
000 XxXxxxxxx Xxxx.
Xxxxxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx X. Xxxxxxx, Vice President, Corporate
Development
Fax No.: (000) 000-0000
with a copy to: Mallinckrodt, Inc.
000 XxXxxxxxx Xxxx.
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx, Vice President and General Counsel
Fax No.: (000) 000-0000
23. GOVERNING LAW; SEVERABILITY; SUCCESSORS. This
Lease and its performance shall be governed, interpreted and regulated by and in
accordance with the laws of the State of Pennsylvania. If any portion of this
Lease should be invalid or held invalid, the remainder of it shall be unaffected
and remain in full force and effect. The provisions of this Lease shall apply to
and be binding upon the heirs, successors, assigns and legal representatives of
both Tenant and Landlord.
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24. CONFLICT OF TERMS; ENTIRE AGREEMENT; MODIFICATION
OF LEASE This Lease shall at all times be subject to the Asset Purchase
Agreement. The parties agree that no term or provision of this Lease shall limit
or affect any obligation of the parties under the Asset Purchase Agreement. In
the event the terms and conditions contained herein (including, without
limitation, the terms of paragraph 25 below) are inconsistent or conflict with
the terms and conditions set forth in the Asset Purchase Agreement, the terms
and conditions of the Asset Purchase Agreement shall govern and control so long
as such terms remain in effect. There are no oral agreements existing between
the parties hereto with respect to the subject matter hereof. This Lease shall
not be modified except in writing signed by both Landlord and Tenant.
25. INDEMNIFICATION. (a) Tenant shall indemnify,
defend and hold harmless Landlord from and against any and all losses, claims,
liabilities, damages, demands, fines, costs and expenses (including reasonable
legal expenses) of whatever kind and nature (collectively, "Claims") to the
extent resulting from any of the following: (i) Tenant's negligent or wrongful
acts or omissions, (ii) Tenant's breach of the terms and provisions of this
Lease or (iii) any accident, occurrence or condition caused by Tenant from the
release after the Commencement Date of any Hazardous Substances (as defined
below) in, on, under or from the Leased Premises that results in any injury or
death to any person or damage to any property or that requires any investigation
with respect to, the removal, treatment or other remediation of, such Hazardous
Substances under the terms of any Environmental Laws (as defined below). As used
throughout this Lease, the term "Hazardous Substances" shall mean any hazardous
waste, hazardous or toxic substances, including without limitation, asbestos,
PCBs, lead-based paint, petroleum and petroleum products, radioactive materials,
pesticides, herbicides and any other substance, material or waste that is now or
hereafter regulated by any federal, state or local governmental authority or
that is now or hereafter listed, defined as or included in the definition of
'hazardous substances', 'hazardous wastes', 'hazardous materials', 'toxic
materials' or 'toxic substances' under any applicable Environmental Laws now or
hereafter in effect. As used throughout this Lease, the term "Environmental
Laws" shall mean any law, regulation, rule, order or directive of any federal,
state or local governmental authority now or hereafter in effect that relates to
pollution or protection of public health and safety or to the environment,
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, and the Resource
Conservation and Recovery Act, as amended.
(b) Landlord shall indemnify, defend and hold
harmless Tenant from and against any and all Claims to the extent resulting from
any of the following: (i) Landlord's negligent or wrongful acts or omissions,
(ii) Landlord's breach of the terms and provisions of this Lease or (iii)
subject to the terms of the Asset Purchase Agreement, any accident, occurrence
or condition caused by the release on or before the Commencement Date of any
Hazardous Substances in, on or under the Leased Premises, or any release before
or after the Commencement Date on any adjoining land owned by
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Landlord, that results in any injury or death to any person or damage to any
property or that requires any investigation with respect to, the removal,
treatment or other remediation of such Hazardous Substances under the terms of
any Environmental Laws.
26. OPTION TO PURCHASE; RESTRICTIONS ON SALE. (a)
Landlord shall not sell or convey any interest in the Leased Premises and the
land described below as the Land Under Option (collectively, the "Option
Property") unless Landlord provides at least one hundred twenty (120) days
advance written notice to tenant of its willingness to sell such property.
During such 120 day period (the "Option Period"), tenant shall have the option
to purchase the Option Property (the "Option to Purchase"), exercisable at any
time during the Option Period by delivering written notice to Landlord. Upon
Tenant's exercise of its Option to Purchase, Landlord and Tenant shall promptly
enter into a purchase agreement that contains such terms as are customary and
consistent with the following terms:
(i) The purchase price for the Option Property shall
be $1.00.
(ii) The consummation of the transaction contemplated
by the Option to Purchase (the "Closing") shall be completed as soon as
reasonably practicable under the circumstances following exercise of the Option
to Purchase (the "Closing Date"), taking into account any subdivision or similar
requirements. As a condition to Closing, Tenant shall obtain, at its cost, any
necessary subdivision or similar approval to effect the sale of the Option
Property as one or more separate parcels, apart from any continuous land to be
retained by Landlord.
(iii) On the Closing Date, Landlord shall convey
marketable fee simple title to the Option Property by special warranty deed
(the "Deed"), subject only to (i) real estate taxes and assessments, both
general and special, including, without limitation, assessments for water and
sewer, that are a lien but not yet due and payable, (ii) other matters
affecting title that would not, individually or in the aggregate, materially
detract from the value of the real property used in connection with the conduct
of Tenant's then-existing business operations or materially impair the use or
conduct thereof; (iii) any liens and encumbrances with respect to the Leased
Premises that exist solely or principally as a consequence of actions by
Tenant; and (iv) the matters set forth on EXHIBIT C, attached hereto and
made a part hereof ((i), (ii), (iii) and (iv) together, the "Permitted
Encumbrances"). The Deed shall also provide for the grant to Tenant of
perpetual easements, appurtenant to the Option Property, for ingress and egress
to and from the Option Property over existing private roads to Xxxxx Chunk Road
and Cedar Crest Road, to the extent Landlord, after consummation of the
transactions contemplated under the Asset Purchase Agreement, owns such land on
which such roads are situated.
(iv) On the Closing Date, Landlord shall deliver, at
Landlord's cost, an owner's title insurance policy (ALTA form) issued by
Commonwealth Title
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Company, or such other national title company as Tenant may reasonably elect
(the "Title Company"), insuring fee simple title of Tenant in the Option
Property, subject only to the Permitted Encumbrances, in an amount equal to
$600,000.00, with standard exceptions deleted, together with affirmative
insurance as to the appurtenant easements referred to above, and a "same land as
survey" endorsement, provided that Tenant shall furnish any survey in connection
therewith (the "Title Policy"). Each party shall pay one-half of any escrow
fees, recording fees, and sales or transfer taxes incurred in connection with
the conveyance of the Option Property to Tenant.
(v) On or before the Closing Date, Landlord shall, at
its cost, deliver a survey of each parcel of land comprising the Option
Property, which survey shall be prepared in accordance with the most recent
ALTA/ACSM Minimum Survey Detail Requirements, showing all Table A items thereof
(except items 5 and 12 thereof and such other items as are not reasonably
necessary or feasible), certified to Tenant, Landlord, Tenant's lender and the
title company (the "Survey").
(vi) On the Closing Date, Landlord shall deposit with
the Title Company (i) the Deed; (ii) Landlord's affidavit of non-foreign status
as contemplated by Section 1445 of the Internal Revenue Code of 1986, as
amended; and (iii) a release of any and all documents relating to any mortgage,
lien or encumbrance affecting the Option Property or any portion thereof, other
than the Permitted Encumbrances.
(vii) The purchase agreement for the Option Property
shall include such environmental representations, warranties and
indemnifications in favor of Tenant as are consistent with the terms of Asset
Purchase Agreement.
(b) The land to be included in such sale (the "Land
under Option") will consist, at a minimum, of all land necessary for the
beneficial use and enjoyment of the Leased Premises, together with additional
land for expansion and as a buffer to adjoining property, as shall be mutually
determined by the parties following the receipt of notice from Landlord that the
property is available for sale, subject, however, to the following, each of
which shall be conditions to Tenant's obligations to consummate such purchase:
(i) The parties anticipate that the Land Under Option
shall include no less than 20 acres in the aggregate, including land related to
the warehouse facilities and the sludge facilities;
(ii) The Land Under Option shall be configured to
respect all applicable building and zoning laws, including setback and other
restrictions, minimum lot size and parking requirements, taking into account any
variances that may be issued by applicable governmental authorities.
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(iii) The Land Under Option shall be contiguous to
the Owned Real Property (defined below), and shall have direct vehicular access
to existing and usable public roads or rights of way over the Owned Real
Property and the easements benefitting the Owned Real Property, in addition to
the rights discussed in paragraph 26(a)(iii) above. For the purposes hereof, the
term Owned Real Property means the real property to be conveyed separately by
Landlord to Tenant and further described as Lot Nos. 1 and 2 on the Proposed
Subdivision Plan.
(iv) The Land Under Option shall not rely on other
land for utilities other than with respect to the Owned Real Property and except
to the extent such reliance exists as of the Commencement Date.
(v) The Land Under Option shall constitute one or
more separate tax parcels, or shall be added to the tax parcels comprising the
Owned Real Property, at the time of conveyance to Tenant.
(vi) The Land Under Option shall exclude any land to
which Tenant objects based on environmental considerations.
(c) During the Option Period, Tenant shall have the
right to conduct a so-called Phase I environmental inspection of the Option
Property, and Landlord shall cooperate with Tenant and provide full disclosure
to Tenant of all available environmental reports and data; provided, that Tenant
shall have no right to perform soil or ground water tests on the Option
Property.
(d) In the event Tenant does not elect to exercise
the Option to Purchase, the Option to Purchase shall be of no further force or
effect, but this Lease shall remain in full force and effect notwithstanding any
sale of the Option Property to any third party.
27. COUNTERPARTS. Two or more duplicate originals of
this Lease may be signed by the parties, each of which shall be an original but
all of which together shall constitute one and the same instrument. The Lease
may be executed in one or more counterparts and will be effective when at least
one counterpart has been executed by each party thereto, and each set of
counterparts shall constitute one duplicate original.
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IN WITNESS WHEREOF, the parties have executed this Lease on the day and
year first above written.
MALLINCKRODT, INC, GEO SPECIALTY CHEMICALS,
a Delaware corporation. INC., an Ohio corporation.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------------ ----------------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: President
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