Document 0JO5MK0gp7k3DJzk8E5zMoqBV

,-gu //S' DIBECTOHS* MEETING. Cleveland, Ohio, July 20, 1916 A special Meeting of the Board of Director* was held at the above time and place, called for the purpose of negotiating the purchase of the physical assets of The Ozark Smelting & Mining Company. The following action was taken at this meeting, subscribed to and ratified by the members whose signatures are appended below. Motion was made, seconded and carried that the Agreement of Sale entered Into between The Sherwin-Williams Company and The Ozark Smelting & Mining Company, and submitted herewith as "Exhibit A", bs duly ratified and approved, and that the proper officials of this Company be delegated and authorized to carry out the provisions of the agreement as embodied therein and to sign all the necessary papers relative thereto: AGBESMENT OF SALE Exhibit "*. This agreement made this 20th day of July, 191o, by and between The Sherwin-Williams Company, a corporation duly authorized under the laws - of the State of Ohio, hereinafter called the Pirst Party, and The Ozark Smelting and Mining Company, also a corporation organized under the laws of the State of Ohio, hereinafter designated the Second Party. WHEREAS, the first party is desirous of acquiring the under* taklng and the property of the second party. HOW TEEBEFOBE, In consideration of ths terns and conditions here inafter set forth, it is agreed: PIHST: The second party shall sell and the first party shall purchase the undertaking of the second party, which expression shall be deemed to include all the buildings, lands, hereditaments, goods, chattels, moneys, credits, debits, bills, notes, goodwill, things inaction, contracts, agree ments, securities and all other assets- whatsoever and wheresoever of the second party. SECOND: As a part of ths consideration for the said sale, ths first party shall undertake, pay, satisfy, discharge, perform and fulfill all the debts, liabilities, contracts, engagements and obligations of the second party whatsoever and aball indemnify the second party against all actions, proceedings, claims and demands in respect thereof. THIBD: At a further consideration for the said sale, the first party shall pay to ths second party the sum of Pour Hundred Eighty Seven Thousand Eight Hundred Porty-Six Dollars end Twenty-Pour Cents ($487,946.24) in cash. 1 'i i l 0007-SWP-000005245 ! >* .ij j... / / (o DIB2CT02S* MEETING. AGSEEffllT 07 SALE (Continued) 70UETH: The said tale and purchase hereby agreed tobe made shall be consisted as of the first day of January, 1916, and the afore said cash consideration shall be paid and satisfied isuediately on the signing of these presents, and the second party shall execute and do all assurances and things as shall reasonably be required by the first party for resting in it the said premises. IN WITNESS WHEH207 the parties hereto hare caused thie Agreement to be executed in duplicate and their respect ire corporate names to be hereunto -subscribed by their proper officers thereupon duly authorized and their respective corporate teal* to be hereto affixed and attested by their Secretaries respectively the day and date above written. Attest: A. tf. Frank Secrotary THE SHEarOMTILLIAMS COMPANY By S. P. 7nn Its Vice-President. Attest: A. W, Trank THE 0ZA2K SMELTING A MINING CO, By Geo. A. Martin Its Vice-President Motion was made and seconded that an agreement be entered into with The Ozark Smelting A Mining Company for the conduct of the bueioese as embodied in agreement submitted herewith and designated as "Exhibit B", and that the proper officials of this Company be delegated j and authorized to sign all necessary papers, relative thereto. This agreement made at Cleveland, Ohio, this 20th day of July, 1916, by and between The Shexwln-ffill lame Company, a corporation duly organized under the laws of Ohio, hereinafter called the Tirat Party, and The Ozark Smelting A Mining Company, also a corporation organized under the lane of Ohio,- hereinafter called the Second Party: U t n e s 11 U: That the first party hereby engages the second party to 1 operate and manage Its mines and mills at Magdalena, New Mexico, and its smelters at Coffeyvllle, Kansas. 1 RECORD BOOK PAGE ATTEST. 0007-SWP-000005246 DIRECTORS' MET ISO :ia :* m m6 jut 11? that the second party in connection with its operation of said property is hereby authorised subject to approval of the first party to make whatever ex penditures are in the Judgment of the second party necessary in the conduct of the business, for labor, services, materials, supplies, and expenses of every kind, it being understood that the first party will provide the necessary funds for such disbursements. That in consideration of said operation and management by the second party, the first party will pay as soon after the close of the year's business as the figures are available, one (1) per cent of the net profits earned durinr the year of this contract. It is mutually agreed that this contract is to continue until sixtydays' prior notice of cancellation by either party. I!T CITIESS THEREOF the parties have hereunto set their hands the day and year first above written. s. Attest: THE SSffiOT-mLlA'S COMPAI-rY A. 7. Frank Secretary S. P. Ferm_________ Vice-President Attest: A. ff. Frank TEE OZARK SMELTI2TG & MINIITG CO. Geo. A. Martin Vice-President The meeting then adjourned. RECORD BOOK PAGE ATTEST: tSMKTAftV 0007-SWP-000005247