{"id":41915,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-location-rental-agreement-martha-stewart-and-martha.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-location-rental-agreement-martha-stewart-and-martha","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/form-of-location-rental-agreement-martha-stewart-and-martha.html","title":{"rendered":"Form of Location Rental Agreement &#8211; Martha Stewart and Martha Stewart Living Omnimedia Inc."},"content":{"rendered":"<pre>                                    FORM OF\n                           LOCATION RENTAL AGREEMENT\n\n         LOCATION RENTAL AGREEMENT (this \"Agreement\"), dated as of ________,\n1999, by and between Martha Stewart (\"Stewart\") and Martha Stewart Living\nOmnimedia, Inc. (\"MSLO\").\n\n         WHEREAS, Stewart or entities controlled by Stewart own or control\ncertain real property (together with the improvements thereon, the \"Real\nProperty\") which MSLO desires to use in connection with its businesses;\n\n         WHEREAS, Stewart and a predecessor of MSLO have previously entered into\nan Integrated Agreement with Respect to Employment and Property Services,\nLicense and Non-Competition Matters, dated as of February 3, 1997 (the\n\"Predecessor Agreement\") allowing MSLO use of the Real Property; and\n\n         WHEREAS, Stewart and MSLO desire to terminate the previous agreement,\nand Stewart wishes to allow MSLO to use Real Property in connection with its\nbusinesses, on the terms and conditions set forth herein.\n\n         NOW, THEREFORE, in consideration of the mutual premises set forth\nherein, and for such other good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the parties hereto agree as\nfollows:\n\n         1. Term. The term of this Agreement shall commence on the date hereof\nand continue until the fifth anniversary of such date, unless this Agreement is\nterminated pursuant to Section 6 hereof.\n\n         2. Consideration. During the term of this Agreement, in consideration\nfor the use of the Real Property, MSLO shall pay Stewart, or any entity\ndesignated by Stewart, an annual location rental fee of $2,000,000 (the \"Annual\nRental Fee\"). MSLO shall pay the Annual Rental Fee in advance in eleven equal\nmonthly installments of $166,667 and one final monthly installment of $166,663.\nThese payments shall commence on January 1, 2000. No payments shall be required\nwith respect to MSLO's use of the Real Property during 1999.\n\n         3. Use and Availability. During the term of this Agreement, Stewart\nshall provide MSLO access to the Real Property, and MSLO shall be able to use\nthe Real Property, in each case in connection with MSLO's businesses and in a\nmanner consistent with past practice and applicable law.\n\n         MSLO shall provide reasonable notice of the intended dates and manner\nof use and the parties shall cooperate therewith. At the request of Stewart, any\nalterations of the Real Property by MSLO in connection with the use thereof by\nMSLO shall be remedied and the Real Property returned to its previous condition.\n\n\n\n         4. Disclaimer of Legal Right; Subordination. MSLO disclaims all right,\ntitle and interest in the Real Property, other than the right of access provided\nby this Agreement. MSLO acknowledges that the right of access provided for in\nthis Agreement is subordinate in all respects to, and subject to, all other\ninterests in the Real Property.\n\n         5. Sale of the Real Property; Costs of Filming. Nothing in this\nAgreement shall be construed to obligate Stewart to bear any costs of filming or\nother business-related activities (other than capital improvements to the Real\nProperty that remain on the property, the costs of which shall be borne by\nStewart to the extent Stewart chooses to make such improvements) conducted on\nthe Real Property on behalf of MSLO. At any time during the term of this\nAgreement, Stewart may sell any of the Real Property without the consent of\nMSLO. Subject to the next sentence of this Section 5, such sale shall not affect\nthe obligations of MSLO under Section 2 of this Agreement. Notwithstanding the\nforegoing, in the event that Stewart sells a significant portion of the Real\nProperty (based on MSLO's use of such property) and, due to such sale, MSLO is\nrequired to pay money for the use of additional locations owned by other parties\nto conduct its business, Stewart and MSLO shall, in good faith, agree to adjust\nthe Annual Rental Fee, taking into account any increased use (compared to such\nuse on the date hereof) by MSLO of the remaining Real Property as well as any\nuse by MSLO of other real property that Stewart may acquire after the date\nhereof.\n\n         6. Termination. The term of this Agreement shall end as though the term\nspecified in Section 1 hereof had ended upon any termination of Stewart's\nemployment with MSLO. If MSLO terminates Stewart's employment other than for\nCause (as defined in the Employment Agreement (the \"Employment Agreement\"), by\nand between Stewart and MSLO, dated as of the date hereof), or if Stewart\nterminates her employment for Good Reason (as defined in the Employment\nAgreement), then all sums due Stewart under this Agreement during the remainder\nof the term specified in Section 1 shall accelerate and become immediately\npayable by MSLO and this Agreement shall terminate. If MSLO terminates Stewart's\nemployment for Cause (as defined in the Employment Agreement), or Stewart\nterminates her employment other than for Good Reason, then this Agreement shall\nimmediately terminate and neither MSLO nor Stewart shall any further obligations\nunder this Agreement.\n\n         7. Miscellaneous. (a) This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of Delaware, without\nreference to principles of conflict of laws. The captions of this Agreement are\nnot part of the provisions hereof and shall have no force or effect. This\nAgreement may not be amended or modified except by a written agreement executed\nby the parties hereto or their respective successors and legal representatives.\n\n         (b) This Agreement is assignable by MSLO to any successor of MSLO which\nacquires all or substantially all of the assets or businesses of MSLO or to an\nacquiror, whether by sale, merger, recapitalization or other business\ncombination, of all or substantially all of the assets or businesses of MSLO\nwithout Stewart's consent, provided that any such successor or assignee shall\nprovide Stewart with a written agreement that it shall be bound by all the terms\nof this Agreement. This Agreement shall be assignable by Stewart to any entity\ncontrolled by her,\n\n                                      -2-\n\n\nand inure to the benefit of and be binding upon the successors, heirs and\nassigns of Stewart. Except as specified in this Section 7(b), this Agreement is\nnot assignable.\n\n         (c) All notices and other communications under this Agreement shall be\nin writing and shall be given by hand delivery to the other party or by\nregistered or certified mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n\n         If to Stewart:\n         Martha Stewart\n         48 Turkey Hill Road South \n         Westport, CT 06880 \n\n         If to MSLO:\n         Martha Stewart Living Omnimedia, Inc.\n         20 West 43rd Street\n         New York, New York  10036\n         Attention:  General Counsel\n\nor to such other address as either party furnishes to the other in writing in\naccordance with this Section. Notices and communications shall be effective when\nactually received by the addressee. \n\n         (d) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement. If any provision of this Agreement shall be held invalid or\nunenforceable in part, the remaining portion of such provision, together with\nall other provisions of this Agreement, shall remain valid and enforceable and\ncontinue in full force and effect to the fullest extent consistent with law.\n\n         (e) Stewart and MSLO acknowledge that this Agreement supersedes any\nother agreement between them concerning the subject matter hereof, including\nthose provisions of the Predecessor Agreement relating to the subject matter\nhereof.\n\n         (f) This Agreement may be executed in several counterparts, each of\nwhich shall be deemed an original, and said counterparts shall constitute but\none and the same instrument.\n\n                                      -3-\n\n\n         IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement\nto be executed in its name on its behalf, all as of the day and year first above\nwritten.\n\n                                          -------------------------------------\n                                                    Martha Stewart\n\n\n                                          MARTHA STEWART LIVING OMNIMEDIA, INC.\n\n\n\n                                          By:\n                                            -----------------------------------\n                                            Name:\n                                            Title:\n\n\n                                       -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8137],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9604,9579],"class_list":["post-41915","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-martha-stewart-living-omnimedia-inc","corporate_contracts_industries-media__books","corporate_contracts_types-land__other","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41915","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41915"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41915"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41915"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41915"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}