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lease. This $419,132.00 purchase price was payable as follows:
$47,000.00 in cash on May 8, 1984, and in 85 consecutive monthly
installment payments of $6,287.99 each, with the first payment
due on April 1, 1984. The purchase agreement between Hambrose
and Charterhouse contained the following provision:
6. Indemnification.
Seller will indemnify Purchaser and protect,
defend and hold it harmless from and against any and
all loss, cost, damage, injury or expense, including,
without limitation, reasonable attorney's fees,
wheresoever and howsoever arising which Purchaser or
its subsidiaries or stockholders, or any of its, or
their, directors, officers, agents, employees,
stockholders or partners, may incur by reason of any
material breach by Seller of any of the representations
by, or obligations of, Seller set forth in this
Agreement or by reason of the Bulk Sales Laws of any
jurisdiction. * * *
Hambrose then leased back the initial equipment to
Charterhouse pursuant to the terms of a wrap lease, which
provided for 85 consecutive monthly rent payments of $6,287.99
each, with the first payment due on April 1, 1984. Under the
wrap lease, the lessee waived "any right of set-off under state
or federal law, counterclaim, recoupment, defense or other right
which Lessee may have against Lessor or anyone else for any
reason whatsoever".
The lease agreement contained the following provision:
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Last modified: May 25, 2011