Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following: (i) A fully completed Schedule, executed by Lessee; (ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in Exhibit G hereto, executed by Lessee and the Escrow Agent; (iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San Xxxx, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Lease and related Escrow Agreement entered into pursuant hereto; (iv) An incumbency and authorization certificate executed by the City Clerk or Deputy City Clerk of Lessee, in substantially the form attached hereto as Exhibit C-2; (v) An opinion of counsel to Lessee in form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and otherwise in form and content acceptable to Lessor; (vi) Evidence of insurance as required by Section 7.02 hereof; (vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02; (viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located; (ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered into; (x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor; (xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action; (xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b); (xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and (xiv) Such other items reasonably required and requested in writing by Lessor. (b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Default. (c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule with the Escrow Agent as provided in the related Escrow Agreement.
Appears in 2 contracts
Samples: Master Equipment Lease/Purchase Agreement, Master Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1C-1A or Exhibit C-1B, as applicable, authorizing the execution and delivery of this Agreement and each the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Agreement and the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto;
(iv) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, substantially in substantially the form attached hereto as Exhibit C-2C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor;
(v) An opinion of counsel to Lessee Lessee, substantially in the form and substance acceptable to Lessorattached hereto as Exhibit D, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and otherwise in form and content acceptable satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
(vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located, provided, however, that no such waiver shall be required where the party having an interest in the real estate on which the Equipment will be located is a component school district of Lessee;
(ix) With respect to each TaxIf Lessee has designated the Lease then being entered into as a “qualified tax-Exempt Leaseexempt obligation” within the meaning of Section 265(b)(3) of the Code, a Tax Certificate certificate substantially in the form attached hereto as Exhibit G executed by the Lessee and a an authorized official of Lessee;
(x) A copy of a fully completed and executed the Form 8038-G with respect to the Lease then being entered into;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized fully completed and executed by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to LessorLessee;
(xi) For a Tax-Exempt Lease, in In the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-tax exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution or other official actionresolution;
(xii) Original If any items of Equipment are motor vehicles, properly completed certificates of title or certificates of origin (or applications therefor) for such vehicles with Lessor’s interest noted thereon in accordance with the instructions of Lessor;
(xiii) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiiixiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxv) Such other items as are set forth in the related Schedule or are reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Event of Non-appropriation under any Lease shall have then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of Default or an Event of DefaultNon-appropriation.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b)) hereof; or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
(d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Lease shall be a decision solely within their respective discretion.
(e) Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
(f) In the event of any conflict in terms between a Schedule and this Agreement, the terms of the Schedule shall control in the interpretation of the Lease created thereby.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Equipment Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1C-1A or Exhibit C-1B, as applicable, authorizing the execution and delivery of this Agreement and each the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Agreement and the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto;
(iv) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, substantially in substantially the form attached hereto as Exhibit C-2C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor;
(v) An opinion of counsel to Lessee Lessee, substantially in the form and substance acceptable to Lessorattached hereto as Exhibit D, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and otherwise in form and content acceptable satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
(vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(ix) With respect to each TaxIf Lessee has designated the Lease then being entered into as a “qualified tax-Exempt Leaseexempt obligation” within the meaning of Section 265(b)(3) of the Code, a Tax Certificate certificate substantially in the form attached hereto as Exhibit G executed by the Lessee and a an authorized official of Lessee;
(x) A copy of a fully completed and executed the Form 8038-G with respect to the Lease then being entered into;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized fully completed and executed by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to LessorLessee;
(xi) For a Tax-Exempt Lease, in In the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-tax exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution or other official actionresolution;
(xii) Original If any items of Equipment are motor vehicles, properly completed certificates of title or certificates of origin (or applications therefor) for such vehicles with Lessor’s interest noted thereon in accordance with the instructions of Lessor;
(xiii) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiiixiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxv) Such other items as are set forth in the related Equipment Schedule or are reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Event of Non-appropriation under any Lease shall have then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of Default or an Event of DefaultNon-appropriation.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a an Equipment Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b)) hereof; or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds Acquisition Amount for Equipment described in the applicable Equipment Schedule with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
(d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Lease shall be a decision solely within their respective discretion.
(e) Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
(f) In the event of any conflict in terms between an Equipment Schedule and this Agreement, the terms of the Equipment Schedule shall control in the interpretation of the Lease created thereby.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow An Acquisition Fund Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow AgentAcquisition Fund Custodian;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow the Acquisition Fund Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(viii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Acquisition Fund Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow the Acquisition Fund Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAcquisition Fund Custodian.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G hereto, executed by Lessee and the Escrow Agent;attached hereto as
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of Special Counsel and general counsel to Lessee Xxxxxx which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and which are otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate Real Property on which the Equipment will be located and/or landlord of the real estate on which Real Property;
(viii) A fully executed copy of the Vendor Agreement for the Equipment will (the form and content of which shall be locatedsatisfactory to Lessor) and a fully executed copy of the Memorandum of Understanding (the form and content of which shall be satisfactory to Lessor);
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) In the event that Xxxxxx is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution;
(xi) A certificate from an authorized officer of Lessee to the effect that (a) all financial statements and other material information delivered to the Lessor are correct and complete; and (b) from the date of the CAFR of the Lessee dated June 30, 2016, to the Commencement Date, no change has occurred in the Lessee’s creditworthiness that could have a material adverse effect on the financial condition or operations of Lessee or the Lessee’s ability to perform its obligations under this Agreement;
(xii) Copies of invoices (and proofs of payment of such invoices, if Xxxxxx seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b) hereof;
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xiv) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.047.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xixv) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence Fully executed copies of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such VendorVendor Agreement; and
(xivxvi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having shall have occurred since the date of this Agreement, (ii) no Event of Default having or Event of Non-appropriation shall have occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Default or Event of DefaultNon-appropriation shall be threatened with respect to this Agreement.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(viii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAgent.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow AgentAgent and Counterpart No. 1 of manually executed and serially numbered counterparts of this Agreement;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, substantially in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee substantially in the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers Certificate completed and executed by an officer of interest in the Lessee certifying that (A) the Lessee is the fee owner of the real estate on which the Equipment from is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other encumbrance of any mortgagee nature whatsoever on or any with respect to such real estate, (B) the Equipment will be located on improvements within a right-of-way that is dedicated to public use for a period that is longer than the Scheduled Term of this Agreement and/or (C) except as expressly disclosed in writing to the Lessor prior to the Commencement Date and consented to in writing by the Lessor, no person or entity other party having than Lessee has an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment is and will be located;
(ixviii) With respect Wire instructions for payments to be made to Vendors and Form W-9 from each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intosuch Vendor;
(xix) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided provided, however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xix) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices Invoices (and proofs of payment of such invoices, if Lessee Xxxxxx seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent as required by Section 5.01(b);
(xi) Fully executed copies of the Pole Agreement, the Light Pole License Agreement and each Vendor Agreement;
(xii) A “Summary of Expected Purchase Price and Facilities under Pole Agreement on Commencement Date” completed and executed by Xxxxxx, substantially in the form attached hereto as Exhibit M, completed to the satisfaction of Lessor;
(xiii) Wire instructions for payments To the extent applicable to be made this Agreement as provided by the CDIAC Act, evidence that Xxxxxx has prepared, submitted and filed the report of the proposed debt issuance relating to Vendors this Agreement by the method required by CDIAC and Form W-9 from each such Vendorthe CDIAC Act; and
(xiv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having shall have occurred since the date of this Agreement, (ii) no Event of Default having or Event of Non-appropriation shall have occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as event or condition has occurred which, with notice, the result passage of time or any combination of the occurrence of foregoing would constitute an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Default or Event of DefaultNon-appropriation under this Agreement.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent for deposit into the Escrow Account as provided in the related Escrow Agreement.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow AgentAgent and a Vendor Agreement satisfactory to Lessor and executed by Xxxxxx and the Vendor;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, substantially in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of Special Counsel and general counsel to Lessee Xxxxxx, which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and which are otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, instruments which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viiivii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located and amendments and agreements releasing liens and encumbrances, if any, on the real property where the Equipment is and will be located;
(viii) Reserved;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed the Form 8038-G with respect to the Lease then being entered intoG, fully completed by Special Counsel as paid preparer and executed by Xxxxxx;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in In the event that Lessee Xxxxxx is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Date for the Lease then being entered intoCommencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution or other official actionresolution;
(xiixi) Original Copies of invoices (and proofs of payment of such invoices, if Lessee Xxxxxx seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiiixii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xiii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement (other than for costs of issuance) shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor; and
(xiv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement the Related Documents shall be subject to: to (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effectcontinuing, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in Non-appropriation having occurred or being threatened with respect to this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of DefaultAgreement.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in Exhibit G heretoAn Acquisition Fund Agreement, executed by the Lessee and the Escrow AgentAcquisition Fund Custodian, unless Lessor pays 100% of the Acquisition Amount directly to the Vendor upon execution of the Lease;
(iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San Xxxx, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iv) An incumbency and authorization certificate Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2C, completed to the satisfaction of Lessor;
(iv) A certified copy of a resolution or other official action of Lessee’s governing body authorizing the execution and delivery of this Lease and performance by Lessee of its obligations hereunder;
(v) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, attached hereto as Exhibit D respecting this Agreement and the such Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and otherwise in form and content acceptable satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
(vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.01 and 6.02;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to B;
(ix) An Essential Use/Source of Funds Certificate in substantially the Lease then being entered into;form attached as Exhibit E; and
(x) A certified copy of any Surety Bond satisfying the conditions Such other items, if any, as are set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xiv) Such other items are reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and pursuant to any Lease and related Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred material adverse change in the financial condition of Lessee since the date of this AgreementLease, (ii) no Event of Default having occurred and then be continuing under any Lease then in effectoccurred, and (iii) if no Lease shall have Acquisition Fund has been terminated as established, the result of Equipment must be accepted by Lessee no later than [ , 2013] (the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Default“Utilization Period”).
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being Acquisition Fund has been established with respect pursuant to the related Leasean Acquisition Fund Agreement, Lessor will deposit the Lease Proceeds Acquisition Amount for Equipment described in the applicable Schedule with the Escrow Agent as provided Acquisition Fund Custodian.
(d) Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related Escrow Agreementto Lessee.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow An Acquisition Fund Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow AgentAcquisition Fund Custodian;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow the Acquisition Fund Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor reasonably deems necessary or appropriate at that time pursuant to Section 6.02;
(vii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee, if such designation is not contained in the document described in Section 3.04(a)(ii);
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(xix) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Acquisition Fund Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivx) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow the Acquisition Fund Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAcquisition Fund Custodian.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Xxxxxx and executed by Lessee Xxxxxx and the Escrow Agent;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of Special Counsel and general counsel to Lessee Xxxxxx which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and which are otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof, or, at Xxxxxx’s sole discretion, such insurance may be provided after the Commencement Date, provided, however, that no “Disbursement Request” pursuant to the Escrow Agreement shall be authorized by Lessor until such insurance in form and substance satisfactory to the Lessor has been delivered to Lessor;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located and amendments and agreements releasing liens and encumbrances on the real property where the Equipment is and will be located;
(viii) A copy of the Form 8038-G, fully completed by Special Tax Counsel as paid preparer and executed by Xxxxxx;
(ix) With respect In the event that Xxxxxx is to each Tax-Exempt Leasebe reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date, a Tax Certificate executed by evidence of the Lessee and a copy adoption of a fully completed and executed Form 8038-G with respect reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the Lease then being entered intodate of such resolution;
(x) Copies of invoices (and proofs of payment of such invoices, if Xxxxxx seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b) hereof;
(xi) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided provided, however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xixiii) For a Tax-Exempt LeaseA Memorandum of Understanding (the “Memorandum of Understanding”) amongst Xxxxxx, ENGIE and Lessor in the event that Lessee is form and substance satisfactory to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence Lessor and its counsel;]
(xiv) An executed and recordable copy of the adoption Waiver of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such VendorInterests; and
(xivxv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Default.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule with the Escrow Agent as provided in the related Escrow Agreement.and
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow An Acquisition Fund Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee and the Escrow AgentAcquisition Fund Custodian;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow the Acquisition Fund Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(viii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Acquisition Fund Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow the Acquisition Fund Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAcquisition Fund Custodian.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G hereto, executed by Lessee and the Escrow Agent;attached hereto as
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located and amendments and agreements releasing liens and encumbrances on the real property where the Equipment is and will be located;
(ixviii) With respect Evidence that is in form and substance satisfactory to each Tax-Exempt LeaseLessor that Pinnacle Public Finance, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered into;
Inc. (x“Pinnacle”) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
has (xi1) For a Tax-Exempt Lease, released its security interest in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xiv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Default.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule with the Escrow Agent as provided in the related Escrow Agreement.Equipment,
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow Agent;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(viii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAgent.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G I hereto, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow Agent;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion of counsel to Lessee in substantially the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(viii) If Lessee has designated this Agreement as a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Code, a certificate substantially in the form attached hereto as Exhibit G executed by an authorized official of Lessee;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in the related Escrow AgreementAgent.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, and executed by Lessor, Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1C-1A or Exhibit C-1B, as applicable, authorizing the execution and delivery of this Agreement and each the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement, each Agreement and the applicable Lease and related Escrow Agreement Agreement, if any, entered into pursuant hereto;
(iv) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, substantially in substantially the form attached hereto as Exhibit C-2C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor;
(v) An opinion of counsel to Lessee Lessee, substantially in the form and substance acceptable to Lessorattached hereto as Exhibit D, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and or otherwise in form and content acceptable satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof;
(vii) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located, if applicable;
(ix) With respect to each TaxIf Lessee has designated the Lease then being entered into as a “qualified tax-Exempt Leaseexempt obligation” within the meaning of Section 265(b)(3) of the Code, a Tax Certificate certificate substantially in the form attached hereto as Exhibit G executed by the Lessee and a an authorized official of Lessee;
(x) A copy of a fully completed and executed the Form 8038-G with respect to the Lease then being entered into;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized fully completed and executed by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to LessorLessee;
(xi) For a Tax-Exempt Lease, in In the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-tax exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution or other official actionresolution;
(xii) Original If any items of Equipment are motor vehicles, properly completed certificates of title or certificates of origin (or applications therefor) for such vehicles with Lessor’s interest noted thereon in accordance with the instructions of Lessor;
(xiii) Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiiixiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xivxv) Such other items as are set forth in the related Schedule or are reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Event of Non-appropriation under any Lease shall have then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of Default or an Event of DefaultNon-appropriation.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b)) hereof; or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
(d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, and nothing in this Agreement shall be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Lease shall be a decision solely within their respective discretion.
(e) Lessee will reasonably cooperate with Lessor in Lessor’s review of any proposed Lease. Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may reasonably request in connection with Lessor’s review of any proposed Lease. Such documentation may include, without limitation, documentation concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.
(f) In the event of any conflict in terms between a Schedule and this Agreement, the terms of the Schedule shall control in the interpretation of the Lease created thereby.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in attached hereto as Exhibit G heretoI, satisfactory to Lessor and executed by Lessee Xxxxxx and the Escrow AgentAgent and a Vendor Agreement satisfactory to Lessor and executed by Xxxxxx and the Vendor;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxXxxxxx’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of LesseeXxxxxx, substantially in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of Special Counsel and general counsel to Lessee Xxxxxx, which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and which are otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, instruments which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viiivii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located and amendments and agreements releasing liens and encumbrances, if any, on the real property where the Equipment is and will be located;
(viii) Reserved;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed the Form 8038-G with respect to the Lease then being entered intoG, fully completed by Special Counsel as paid preparer and executed by Xxxxxx;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in In the event that Lessee Xxxxxx is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Date for the Lease then being entered intoCommencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-tax exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution or other official actionresolution;
(xiixi) Original Copies of invoices (and proofs of payment of such invoices, if Lessee Xxxxxx seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiiixii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xiii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement (other than for costs of issuance) shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor; and
(xiv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement the Related Documents shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in Non-appropriation having occurred or being threatened with respect to this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of DefaultAgreement.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow An Acquisition Fund Agreement substantially in the form set forth in Exhibit G H hereto, satisfactory to Lessor and executed by Lessee and the Escrow AgentAcquisition Fund Custodian;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow the Acquisition Fund Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of counsel to Lessee Lessee, which taken as a whole, are substantially in the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viiivii) A waiver or waivers of interest in the Equipment Renewable Energy Equipment, satisfactory to Lessor, from any mortgagee or any other party having an interest in the real estate on which the Renewable Energy Equipment will be located and/or landlord of the real estate on which the Renewable Energy Equipment will be located;
; (ixviii) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G and a fully completed and executed Arbitrage Certificate with respect to the Lease then being entered intoAgreement;
(xixviii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.047.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided provided, however, that no “Disbursement Request” pursuant to the related Escrow Acquisition Fund Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 hereof have been delivered to Lessor;
(xixix) For a Tax-Exempt Lease, in the event A copy of each completed and executed application that Lessee is required to be reimbursed for expenditures that it has paid more than 60 days prior to the Funding Date for the Lease then being entered into, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official action;
(xii) Original invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xiv) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow Agreement shall be subject to: (i) no Material Adverse Change having occurred since the date of this Agreement, (ii) no Event of Default having occurred and then be continuing under any Lease then in effectfile, and (iii) no Lease shall have been terminated as has filed, in order to obtain the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Default.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established Rebates with respect to the related Lease, Lessor will deposit the Lease Proceeds for Renewable Energy Equipment described in the applicable Schedule with the Escrow Agent as provided in the related Escrow Agreement.and evidence of such Rebates;
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an An Escrow Agreement substantially in the form set forth in Exhibit G hereto, executed by Lessee and the Escrow Agent;attached hereto as
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related the Escrow Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Escrow Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency A Certificate completed and authorization certificate executed by the City Clerk or Deputy City Clerk Secretary or other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of Special Counsel and general counsel to Lessee which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit D and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes and which are otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02;
(viiivii) A waiver or waivers of interest in the Equipment Equipment, satisfactory to Lessor, from any mortgagee or any other party known to the Lessee as having an interest in the real estate Real Property on which the Equipment will be located and/or known to the Lessee to be the landlord of the real estate on which Real Property;
(viii) A fully executed copy of the Vendor Agreement for the Equipment will (the form and content of which shall be locatedsatisfactory to Lessor) and a fully executed copy of the Memorandum of Understanding (the form and content of which shall be satisfactory to Lessor);
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a A copy of a fully completed and executed Form 8038-G with respect to the Lease then being entered intoG;
(x) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered into, provided however, that no “Disbursement Request” pursuant to the related Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xi) For a Tax-Exempt Lease, in In the event that Lessee is to be reimbursed for expenditures that it has paid more than 60 sixty (60) days prior to the Funding Date for the Lease then being entered intoCommencement Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-tax exempt proceeds of expenditures incurred not more than 60 sixty (60) days prior to the date of such resolution resolution;
(xi) A certificate from an authorized officer of Lessee to the effect that (a) all financial statements and other material information delivered to the Lessor are correct and complete; and (b) from the date of the CAFR of the Lessee dated June 30, 2016, to the Commencement Date, no change has occurred in the Lessee’s creditworthiness that could have a material adverse effect on the financial condition or other official actionoperations of Lessee or the Lessee’s ability to perform its obligations under this Agreement;
(xii) Original Copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b)) hereof;
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor;
(xiv) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Commencement Date, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 have been delivered to Lessor;
(xv) Fully executed copies of each Vendor Agreement; and
(xivxvi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under this Agreement and any Lease and related the Escrow Agreement shall be subject to: (i) no Material Adverse Change having shall have occurred since the date of this Agreement, (ii) no Event of Default having or Event of Non-appropriation shall have occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Default or Event of DefaultNon-appropriation shall be threatened with respect to this Agreement.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent as provided in to be held and disbursed pursuant to the related Escrow Agreement.
Appears in 1 contract
Conditions to Lessor’s Performance. (a) As a prerequisite to the performance by Lessor of any of its obligations under any Leasethis Agreement, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, Lessor the following:
(i) A fully completed Schedule, executed by Lessee;
(ii) If an Escrow Account is to be established with respect to such Lease, an Escrow An Acquisition Fund Agreement substantially in the form set forth in Exhibit G H hereto, satisfactory to Lessor and executed by Lessee and the Escrow AgentAcquisition Fund Custodian;
(iiiii) A certified copy of a resolution, ordinance or other official action of the City Council of the City of San XxxxLessee’s governing body, substantially in the form attached hereto as Exhibit C-1, authorizing the execution and delivery of this Agreement and each Lease and related Escrow the Acquisition Fund Agreement entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the Acquisition Fund Agreement, each Lease and related Escrow Agreement entered into pursuant hereto;
(iviii) An incumbency and authorization certificate A Certificate executed by the City Clerk or Deputy City Clerk other comparable officer of Lessee, in substantially the form attached hereto as Exhibit C-2, completed to the satisfaction of Lessor;
(viv) An opinion Opinions of counsel to Lessee Lessee, which taken as a whole, are substantially in the form and substance acceptable to Lessor, respecting this Agreement and the Lease and Escrow Agreement (if any) then being entered into, and, with respect to a Tax-Exempt Lease, an opinion of Special Tax Counsel to the effect that the interest component of Rental Payments under the Tax- Exempt Lease then being entered into is excludable from gross income of the owners thereof for federal income tax purposes attached hereto as Exhibit D and otherwise in form and content acceptable satisfactory to Lessor;
(viv) Evidence of insurance as required by Section 7.02 hereof;
(viivi) All documents, including financing statements, affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate at that time pursuant to Section 6.026.02 hereof;
(viiivii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the real estate on which the Equipment will be located and/or landlord of the real estate on which the Equipment will be located;
(ix) With respect to each Tax-Exempt Lease, a Tax Certificate executed by the Lessee and a copy of a fully completed and executed Form 8038-G and a fully completed and executed Arbitrage Certificate with respect to the Lease then being entered intoAgreement;
(xviii) A certified copy of any Surety Bond satisfying the conditions set forth in Section 7.047.04 hereof, or, at Lessor’s sole discretion, such Surety Bonds may be provided after the Funding Date with respect to the Lease then being entered intoCommencement Date, provided provided, however, that no “Disbursement Request” pursuant to the related Escrow Acquisition Fund Agreement shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in Section 7.04 hereof have been delivered to Lessor;
(xiix) For a Tax-Exempt Lease, in the event A copy of each completed and executed application that Lessee is required to be reimbursed for expenditures that it file, and has paid more than 60 days prior filed, in order to obtain the Rebates with respect to the Funding Date for the Lease then being entered into, Renewable Energy Equipment and evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax-exempt proceeds of expenditures incurred not more than 60 days prior to the date of such resolution or other official actionRebates;
(xiix) Original invoices A copy of the fully executed Master Solar Agreement dated as of , 2013 between Ameresco Southwest, Inc. f/k/a APS Energy Services Company, Inc. (and proofs of payment of such invoices, if Lessee seeks reimbursement“Ameresco”) and bills of sale (if title to Equipment has passed to Lessee), the Lessee including an energy savings guarantee from Ameresco with respect to the extent required by Section 5.01(b);
(xiii) Wire instructions for payments to be made to Vendors and Form W-9 from each such VendorRenewable Energy Equipment; and
(xivxi) Such other items reasonably required and requested in writing by Lessor.
(b) In addition to satisfaction of the conditions set forth in subsection (a) of this Section 3.04addition, the performance by Lessor of any of its obligations under this Agreement and any Lease and related Escrow the Acquisition Fund Agreement shall be subject to: (i) no Material Adverse Change having occurred in the financial condition of Lessee since the date of this Agreement, and (ii) no Event of Default having occurred and then be continuing under any Lease then in effect, and (iii) no Lease shall have been terminated as the result of the occurrence of an Event of Default; provided, however, that nothing in this subsection (b) shall terminate Lessor’s obligation under Section 5.02 prior to the occurrence of an Event of Defaultcontinuing.
(c) Subject to satisfaction of the foregoing, (i) Lessor will pay the Acquisition Amount for Equipment described in a Schedule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to satisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documents described in Sections 5.01(a) and (b); or (ii) if an Escrow Account is being established with respect to the related Lease, Lessor will deposit the Lease Proceeds for Equipment described in the applicable Schedule Acquisition Amount with the Escrow Agent Acquisition Fund Custodian for deposit into the Acquisition Fund as provided in the related Escrow Acquisition Fund Agreement.
Appears in 1 contract
Samples: Equipment Lease/Purchase Agreement
