Contract
Exhibit 99.17
AGREEMENT made as of this 1st day of December, 1954, among XXXXX X. XXXX, residing at 0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxxx, Xxx Xxxx (hereinafter called the “Agent”); XXXXXXXX X. WIEN, residing at Weston Road (no street number), Weston, Connecticut; XXXXXX XXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx; XXXXXX X. XXXXX, residing at 000 Xxxxx 000xx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx; XXXXXX XXXXXXX, residing at 0000 Xxxx Xxxxxx, Xxx Xxxxxxxx, Xxx Xxxx; XXXXXX XXXXXXXX, residing at Xxxxxxx Xxxxxx (xx xxxxxx xxxxxx), Xxxxxxxx, Xxx Xxxx; XXXXXX X. XXXXX, residing at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXX XXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx; XXXXXXX X. XXXXXXX, residing at 000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx; XXXX XXXXXXXX, residing at 00 Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXX XXXXXX, residing at 00 Xxx Xxxx, Xxxxxx Xxxxxxx, Xxx Xxxx; XXXXXX XXXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxx Xxxx; XXXXXXX XXXX, residing at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx; XXXXX XXXXXXX, residing at 000 Xxxxxx Xxxxxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXX X. XXXXXX, residing at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; CORTLAND N. O’DAY, residing at 00 Xxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx; XXXXXX X. XXXXX, residing at 000-00 00xx Xxxxxx, Xxx Xxxxxxx, Xxx Xxxx; XXXXXXXX XXXXX, residing at 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXXX XXXXXXXX, residing at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXX X. XXXXX, residing at 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxx; XXXXX X. XXXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXXXXX XXXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; MONROE X. X. XXXXXXXXX, residing at 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXX XXXXXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx Xxxx; XXXXXXX X. XXXXX, residing at 0000 Xxxx Xxxxxx, Xxxxx, Xxx Xxxx; XXXXXX X. XXXXXXX, residing at 000 Xxxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx; XXXXXX X. XXXXXX, residing at Eight Woodleigh Road, Dedham, Massachusetts; XXXXXX XXXXXXX, residing at 000 Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx; XXXXXX XXXXXXX, residing at 000 Xxxx Xxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXX X. DRUKATZ, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXX XXXXXXX, residing at 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Mew Jersey; XXXXXX XXXXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx; XXXXX XXXXX, residing at 000 Xxxxxxxx Xxx, Xxxxx, Xxxxxxx; XXXXXX XXXXXX, residing at 000 Xxx 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXX X. XXXXXXX, residing at 0000 Xxxxxxxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx; XXXXX XXXXX, residing at 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx; XXX XXXXXXX, residing at 00-00 Xxxxxxx Xxxxxx, Xxx Xxxxxxxx, Xxx Xxxx; XXXXX XXXXXXXX, residing at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXXX XXXXXXXXX, residing at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXX X. XXXXXXX, residing at Old Greenwich (no street address), Connecticut; XXXXXX X. XXXXXX, residing at 0000 Xxxx 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXXXXX XXXXXXXX, residing at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXXX X. IGSTAEDTER, residing at 0 Xxxxx Xxxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxx; XXXXXX XXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXXXX X. XXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXX XXXXX, residing at 00 Xxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx; XXXXX XXXXXX, residing at 00 Xxxxxxxxxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx; XXXXXXXX X. XXXXXX, residing at 00 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxx; XXXXXX XXXXXX, residing at 0000 Xxxxxx X, Xxxxxxxx, Xxx Xxxx; XXX XXXXXX, residing at 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxx Xxxx; XXXXXX XXXXXX, residing at 00 Xxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxx Xxxx; XXXXXXX XXXXXX, residing at 000 Xxxxx Xxxxxx, Xxxxx, Xxx Xxxx; XXXX X. XXXXXXX, residing at 000-00 00xx Xxxxxx, Xxxxxx Xxxxx, Xxx Xxxx; XXXXXX X. XxXXXXXXXX, residing at Twin Palls Lane (no street number), Westport, Connecticut; XXXXXX X. XxXXXXXX, residing at One Stuyvesant Oval, New York, New York; XXXXXXXXX XXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXXXXX XXXXXX, residing at 000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXX XXXXXX, residing at 000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXXXX XXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXX XXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXXXX X. X’XXXXX, residing at 00 Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxxxxxx; XXXXXXXX XXXXXXXX, residing at 00 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx; XXXXXXX X. XXXXXX, residing at Xxxx Xxxx (no street number), Wilton, Connecticut; XXX X. XXXXXX, residing at 00-00 Xxxxxx Xxxx Xxxxxxx, Xxxxxx Xxxx, Xxx Xxxx; XXXXX XXXXXXXXX, residing at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx; XXXXXX XXXXXX, residing at 0000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxx; XXXX X. TENDER, residing at 0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx; XXXXXXX X. XXXXXXXX, residing at 0000 Xxxx Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxx; XXXXXXX XXXXX, residing at 00 Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx; XXX XXXXXX, residing, at
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; XXXX XXXXXX, residing at 000 Xxxx 00xx Xxxxxx, Xxx, Xxxx, Xxx Xxxx; XXXXXXXX X. XXXXXXX, residing at 000 0xx Xxxxxx, Xxxxxxxx Xxxxx, Xxxxxxx; XXXX XXXXXXXX, residing at 00-00 Xxxx Xxxxx Xxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx; and XXXXXXX XXXXXX, residing at 00-00 00xx Xxxx, Xxxxxxxxx, Xxx Xxxx.
W I T N E S S E T H:
WHEREAS, in accordance with the provisions of a certain mortgage Indenture, dated December 1, 1954, between WLKP Realty Corp. and Trade Bank and Trust Company, the Agent may become the owner of an undivided one-seventh (1/7) interest in the land and buildings located at 00 Xxxx 00xx Xxxxxx (Xxxxxxx Xxxxxxxx) and 000 Xxxxxxx Xxxxxx, in the Borough of Manhattan, City, County and State of New York, which interest is herein referred to as “The Property”; and
WHEREAS, the parties wish to arrange to share the ownership of The Property, and to define their rights and obligations with respect thereto;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
FIRST: A joint venture is hereby formed which shall own The Property. It is acknowledged that the contribution of the parties to the cost of The Property, and their undivided fractional interests therein, are as set forth below opposite their respective signatures.
SECOND: The joint venture shall continue until The Property shall have been disposed of in accordance with Paragraph “Fourth” hereof.
THIRD: The record title to The Property shall remain in the name of XXXXX X. XXXX, but he shall act as Agent for the joint venture in such ownership, and all profits and losses arising from the ownership of The Property shall be shared by the parties in proportion to their respective fractional interests. The Agent shall have the power to deal with The Property as though he were the sole owner thereof, subject, however, to the terms of this Agreement. Any action taken by the Agent with respect to The Property shall bind the joint venture. The Agent shall receive no compensation for acting as the representative of the parties.
FOURTH: The Agent shall not agree to sell, mortgage or transfer The Property, nor to modify any existing lease affecting the aforesaid premises, nor to make any new lease affecting the same, without the consent of the parties owning one hundred per cent (100%) of The Property.
If the consents of parties owning at least ninety per cent (90%) of The Property have been obtained, the Agent or his designee (herein called “purchaser”) shall have the absolute right to purchase the entire interest of any party who has not given such consent within ten (10) days after the mailing by the Agent of a written request therefor. The price shall be the original cost of the interest, less any capital repaid thereon, but under no circumstances shall such price be less than One Hundred Dollars ($100.00). The mailing by the purchaser, by registered mail, of a certified check for such price, at any time within ninety (90) days after such ten (10) day period, directed to such non-consenting party at his last known address, shall effect the sale and transfer to the purchaser of the interest of such party in The Property. The Agent is hereby irrevocably appointed attorney-in-fact for such party to execute any papers and to take any other action necessary to evidence such sale and transfer. The purchaser shall then accept the transfer in writing, and shall thereupon be a member of the joint venture with the same rights and liabilities as the parties hereto.
FIFTH: The Agent shall not be personally liable for any act performed in good faith, nor for anything save willful misconduct or gross negligence. The parties shall indemnify the Agent, in proportion to their interests in The Property, against any liability to which the Agent may be subjected by reason of record title to The Property being in his name.
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SIXTH: (A) If the Agent shall desire to terminate his agency, or if he shall be removed as such in the manner provided below, the Agent shall, upon accounting to his successor for all funds which have previously come into his possession, be discharged from all further liability as Agent.
(B) The Agent may be removed from his capacity as such by the written direction of parties owning at least three-fourths (3/4) of The Property.
(C) In the event of the resignation, removal, death, incompetency or other disability of the Agent during the continuance of the joint venture, the following persons shall act as his successors in the order listed:
| 1. | Xxxxx Xxxxxx, residing at 000 Xxxxxx Xxxx, |
Xxxxxxxx, Xxx Xxxx;
| 2. | Xxxxxxx X. Xxxx, residing at 000 Xxxxx Xxxxxx, |
Xxxxxxxxx, Xxx Xxxxxx;
| 3. | Xxxxx X. Xxxxxxxx, residing at Silvermine Avenue |
(no street number), Norwalk, Connecticut;
| 4. | Xxxxxx X. Wien, residing at 0000 Xxxxx Xxxxxxxxx Xxxx, |
Xxxxxxx, Xxxxxxx;
| 5. | Xxxxxxx X. Wien, residing at 0000 Xxxxx Xxx Xxxx, |
Xxxxx Xxxxx, Xxxxxxx;
| 6. | Any person of full age designated in writing by parties owning at least three-fourths (3/4) of The Property. |
Such successors shall have the same rights and obligations as the Agent named herein. No person shall act as Agent hereunder who shall be acting as Agent pursuant to any other agreement relating to the land and buildings described above.
(D) Simultaneously with the execution of this Agreement, the Agent shall execute a quit-claim deed covering The Property, leaving blank the name of the grantee. Upon acquisition of title to The Property by the Agent, this deed shall be deposited in escrow, together with the original copy of this Agreement, with Wien, Lane, Xxxxx & Xxxxxxx, Esqs., 000 Xxxxx Xxxxxx, Xxx Xxxx 0, Xxx Xxxx; and upon the appointment of a successor to the Agent, the name of such successor shall be inserted in the deed and the escrow shall be released. The successor shall thereupon similarly execute a deed for use by his successor in the same manner.
SEVENTH: The sale or transfer of the Interest of any party, otherwise than under the provisions of Paragraph “Fourth” hereof, shall not be valid unless the transferee is an individual of full age who is not shown by the instruments of transfer to be acting in a representative capacity, unless duplicate originals of appropriate written instruments evidencing such sale or transfer are delivered to the Agent for deposit with the original copy of this Agreement, and unless the transferee shall accept the transfer in writing. If the transferee complies with these requirements, he shall be a member of the joint venture with the same rights and liabilities as the transferor.
EIGHTH: Upon the death of any party hereto, the joint venture shall continue without interruption. The deceased party may designate any individual of full age to succeed him as a member of the joint venture, provided such individual is not shown by the designation to be acting in a representative capacity. Such designation shall be made in the Last Will and Testament of the deceased party or, if not so made, the executor or administrator of the deceased party shall make and deliver such designation together with such other appropriate Instruments as may be necessary to effect the transfer of the deceased party’s Interest to the-designee. Any Individual so designated shall accept such designation in writing, and shall then be a member of the joint venture with the same rights and liabilities as the deceased party.
In the event that any party dies and no successor for him is qualified within six (6) months after his death, the surviving parties may purchase the “interest of the deceased party in the joint venture and in The Property
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within thirty (30) days after the expiration of such six (6) months’ period, and the surviving parties shall share in such purchase in proportion to their respective fractional interests. The price shall be the original cost of the deceased party’s interest, less any capital repaid thereon, but under no circumstances shall such price be less than One Hundred Dollars ($100.00).
NINTH: Any dispute regarding this Agreement or The Property shall be determined by arbitration in the City of New York in accordance with the rules of the American Arbitration Association then in effect, and such decision shall be binding upon all of the parties.
TENTH: This Agreement shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above written.
| Name |
Contribution |
Fractional Interest | ||
| /s/ |
$10,000 | 1/100 | ||
| /s/ |
60,000 | 6/100 | ||
| /s/ |
30,000 | 3/100 | ||
| /s/ |
30,000 | 3/100 | ||
| /s/ |
30,000 | 3/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/l00 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
4
| Name |
Contribution |
Fractional Interest | ||
| /s/ |
$20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
20,000 | 2/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
5
| Name |
Contribution |
Fractional Interest | ||
| /s/ |
$10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
6
| Name |
Contribution |
Fractional Interest | ||
| /s/ |
$10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
| /s/ |
10,000 | 1/100 | ||
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