OR IMPLIED, WITH RESPECT TO THE
DETROIT PERSONAL PROPERTY OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, AS
THE CASE MAY BE, REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY OR OF
FITNESS FOR A PARTICULAR PURPOSE, AS TO PHYSICAL CONDITIONS, OPERATING HISTORY,
VALUATION, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE DETROIT
PERSONAL PROPERTY AND NONE SHALL BE IMPLIED BY LAW. LESSEE IS RELYING SOLELY ON
ITS OWN EXPERTISE AND ITS FAMILIARITY WITH THE DETROIT PERSONAL PROPERTY, ON THE
EXPERTISE OF LESSEE'S INSPECTORS AND CONSULTANTS, AND THE LESSEE'S AND SUCH
INSPECTORS' AND CONSULTANTS' INSPECTIONS OF THE DETROIT PERSONAL PROPERTY. UPON
EXECUTION OF THIS AGREEMENT, LESSOR IS DELIVERING POSSESSION OF THE DETROIT
PERSONAL PROPERTY TO THE LESSEE AND THE LESSEE IS ACCEPTING POSSESSION OF THE
DETROIT PERSONAL PROPERTY "AS IS" AND "WHERE IS", WITH ALL FAULTS, AND WITH NO
ADJUSTMENTS FOR PHYSICAL FUNCTIONAL, ECONOMIC CONDITIONS, AND THERE ARE NO ORAL
AGREEMENTS, REPRESENTATIONS OR WARRANTIES RELATED TO THE DETROIT PERSONAL
PROPERTY OR AFFECTING THE DETROIT PERSONAL PROPERTY BY LESSOR. THE TERMS AND
CONDITIONS OF THIS SECTION SHALL SURVIVE THE EXECUTION OF THIS AGREEMENT.
38. Early Termination by Lessee.
Notwithstanding any provision herein to the contrary, Lessor acknowledges that
Lessee, without in any way incurring any liability to Lessor, may terminate this
Lease at any time upon thirty (30) days written notice to Lessor upon the
occurrence of any of the following: (a) if Lessor and/or HMW, L.L.C. is in
default under the License Agreement (as defined in Section 22) after any
applicable notice and cure period, (b) if the White Employment Agreement (as
defined in Section 22) terminates for any reason other than a Default Cause (as
defined in Section 22), or (c) if Lessor and/or HMW, L.L.C. is in default under
the Transition Agreement after any applicable notice and cure period. In the
event Lessee shall give such notice of termination, this Lease shall come to an
end and expire on the termination date set forth in the notice of termination,
with the same force and effect as though said date were the end of the Term.
[Signatures are on the following page]
Signed:
Lessor:
H.M. White Holding Co., Inc., a Michigan corporation
By
William H. White, President
Lessee:
H.M. White, Inc., a Delaware corporation
By
Its:
Exhibit 3.5
Form of License Agreement
LICENSE AGREEMENT
This License ("Agreement") is executed as of [Transition Date per the Transition
Agreement] (the "Commencement Date") among H.M. White Holding Co., Inc., a
Michigan corporation, whose address is 12855 Burt Road, Detroit, Michigan 48223
("Holdings"), HMW, L.L.C. a Michigan limited liability company ("HMWLLC")
(Holdings and HMWLLC collectively referred to herein as "Licensor") and H.M.
White, Inc., a Delaware corporation, whose address is 3120 Forrer St.,
Cincinnati, Ohio 45209 ("Licensee").
R E C I T A L S:
This Agreement is being made under the following circumstances:
1. Licensor has agreed to license to Licensee, and Licensee has agreed to accept
an exclusive license from Licensor with respect to the Licensor Intellectual
Property (as defined below).