END OF LEASE. Provided (i) no Event of Default has occurred and is continuing and (ii) Lessee has made all payments in accordance with the Lease, upon written notice furnished by Lessee no later than four (4) months prior to the expiration of the Initial Term, Lessee shall, with respect to each Equipment Schedule elect only such alternatives as may be set forth on the Equipment Schedule. To the extent that any of such alternatives involves a determination of Fair Market Value, the Fair Market Value shall be defined and determined by the provisions of this Section. For purposes hereof, Fair Market Value shall mean the amount that would obtain in a retail arm's length transaction between an informed and willing lessee-buyer in possession and an informed and willing lessor-seller. Rental charges previously paid pursuant to the applicable Equipment Schedule shall have no effect on the determination of Fair Market Value. Unless otherwise stated in the Equipment Schedule: the Fair Market Value for items set forth on the Equipment Schedule which do not have a readily ascertainable market value, (including but not limited to software, cabling and certain equipment) shall be determined by multiplying the Lessor's acquisition cost of such items by a fraction, the numerator of which shall be the Fair Market Value of the other items and the denominator of which shall be the Lessor's acquisition cost of such other items; and the determination of Fair Market Value shall be based upon the assumption that all items set forth on the Equipment Schedule or included with the Equipment may be transferred to, and used by, a third party user. In such determination, all alternative uses in the hands of each buyer or lessee, including, without limitation, the further leasing of the Equipment shall be taken into account in making such determination. If, on or before a date which is sixty (60) days prior to the expiration of the Initial Term, Lessor and Lessee are unable to agree upon a determination of the Fair Market Value of the Equipment, the Fair Market Value (to be determined in accordance with the definition set forth in this Section) shall, upon written request by Lessee therefor, be conclusively established not less than thirty (30) days prior to the expiration of the Initial Term by an independent appraiser selected by Lessor. Lessor shall notify Lessee of the name and address of said appraiser. The costs of such appraiser shall be paid by Lessee within ten (10) days after receipt of an invoice therefor. The Lease, including the obligation to pay monthly rentals, shall remain in effect pending the determination of Fair Market Value.
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Samples: Master Lease Agreement (Younetwork Corp), Master Lease Agreement (Conductus Inc)
END OF LEASE. Provided (i) no Event of Default has occurred and is continuing and (ii) Lessee has made all payments in accordance with the Lease, upon written notice furnished by Lessee no later than four three (43) months prior to the expiration of the Initial Term, Lessee shall, with respect to each Equipment Schedule elect only such alternatives as may be set forth on the Equipment Schedule. To the extent that any of such alternatives involves a determination of Fair Market Value, the Fair Market Value shall be defined and determined by the provisions of this Section. For purposes hereof, Fair Market Value shall mean the amount that would obtain be obtained in a retail arm's length transaction between an informed and willing lessee-buyer in possession and an informed and willing lessor-seller. Rental charges previously paid pursuant to the applicable Equipment Schedule shall have no effect on the determination of Fair Market Value. Unless otherwise stated in the Equipment Schedule: the Fair Market Value for items set forth on the Equipment Schedule which do not have a readily ascertainable market value, (including but not limited to software, cabling and certain equipment) shall be determined by multiplying the Lessor's Lessors acquisition cost of such items by a fraction, the numerator of which shall be the Fair Market Value of the other items and the denominator of which shall be the Lessor's acquisition cost of such other items; and the determination of Fair Market Value shall be based upon the assumption that all items set forth on the Equipment Schedule or included with the Equipment may be transferred to, and used by, a third party user. In such determination, all alternative uses in the hands of each buyer or lessee, including, without limitation, the further leasing of the Equipment shall be taken into account in making such determination. Not less than ninety (90) days prior to the end of the Initial Term, Lessee may provide written notice to Lessor of Lessee's intention to exercise the purchase or extension option described above. If, on or before a date which is sixty (60) days prior to the expiration of the Initial Term, term Lessor and Lessee are unable to agree upon a determination of the Fair Market Value fair market value of the Equipment, the such Fair Market Value (to shall be determined in accordance with the procedure for appraisal as described below. After a determination of the Fair Market Value of the Equipment has been made in accordance with the procedure described below, Lessee may exercise its option to purchase the Equipment for the Fair Market Value thereof by delivering written notice to Lessor not more than ten (10) days after completion of appraisal as described below. Appraisal shall mean a procedure whereby two independent appraisers, neither of whom shall be a manufacturer of such Items of Equipment, one chosen by Lessee and one by Lessor, shall mutually agree upon the amount in question based upon the definition set forth in this Section) shall, upon below. Each party shall deliver a written request by Lessee therefor, be conclusively established not less than thirty (30) notice to the other party appointing its appraiser on or before a date sixty days prior to the expiration of the Initial Term Term. If within fifteen (15) days after appointment of the two appraisers as described above, the two appraisers are unable to agree upon the amount in question, a third independent appraiser, who shall not be a manufacturer of such Items of Equipment, shall be chosen within five (5) business days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by an independent appraiser selected by Lessor. Lessor shall notify Lessee authorized representative of the name and address of said appraiserAmerican Arbitration Association or any organization successor thereof. The costs decision of such the third appraiser so appointed and chosen shall be paid by Lessee within given ten (10) business days after receipt the selection of an invoice thereforsuch third appraiser. Lessee shall pay the fees and expenses of all appraisers, if any. The Lease, including the obligation to pay monthly rentals, shall remain in effect pending the determination of Fair Market Value.
Appears in 1 contract
END OF LEASE. Provided (i) no Event of Default has occurred and is continuing and (ii) Lessee has made all payments in accordance with the Lease, upon written notice furnished by Lessee no later than four (4) months prior to the expiration of the Initial Term, Lessee shall, with respect to each Equipment Schedule elect only such alternatives as may be set forth on the Equipment Schedule. To the extent that any of such alternatives involves a determination of Fair Market Value, the Fair Market Value shall be defined and determined by the provisions of this Section. For purposes hereof, Fair Market Value shall mean the amount that would obtain in a retail arm's length transaction between an informed and willing lessee-buyer in possession and an informed and willing lessor-seller. Rental charges previously paid pursuant to the applicable Equipment Schedule shall have no effect on the determination of Fair Market Value. Unless otherwise stated in the Equipment Schedule: the Fair Market Value for items set forth on the Equipment Schedule which do not have a readily ascertainable market value, (including but not limited to software, cabling and certain equipment) shall be determined by multiplying the Lessor's acquisition cost of such items by a fraction, the numerator of which shall be the Fair Market Value of the other items and the denominator of which shall be the Lessor's acquisition cost of such other items; and the determination of Fair Market Value shall be based upon the assumption that all items set forth on the Equipment Schedule or included with the Equipment may be transferred to, and used by, a third party user. In such determination, all alternative uses in the hands of each buyer or lessee, including, without limitation, the further leasing of the Equipment shall be taken into account in making such determination. Not less than ninety (90) days prior to the end of the Initial Term, Lessee may provide written notice to Lessor of Lessee's intention to exercise the purchase or extension option described above. If, on or before a date which is sixty (60) days prior to the expiration of the Initial Term, term Lessor and Lessee are unable to agree upon a determination of the Fair Market Value fair market value of the Equipment, the such Fair Market Value (to shall be determined in accordance with the procedure for appraisal as described below. After a determination of the Fair Market Value of the Equipment has been made in accordance with the procedure described below, Lessee may exercise its option to purchase the Equipment for the Fair Market Value thereof by delivering written notice to Lessor not more than ten (10) days after completion of appraisal as described below. Appraisal shall mean a procedure whereby two independent appraisers, neither of whom shall be a manufacturer of such Items of Equipment, one chosen by Lessee and one by Lessor, shall mutually agree upon the amount in question based upon the definition set forth in this Section) shall, upon below. Each party shall deliver a written request by Lessee therefor, be conclusively established not less than thirty (30) notice to the other party appointing its appraiser on or before a date sixty days prior to the expiration of the Initial Term Term. If within fifteen (15) days after appointment of the two appraisers as described above, the two appraisers are unable to agree upon the amount in question, a third independent appraiser, who shall not be a manufacturer of such Items of Equipment, shall be chosen within five (5) business days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by an independent appraiser selected by Lessor. Lessor shall notify Lessee authorized representative of the name American Arbitration Association or any organization successor thereof. The decision of the third appraiser so appointed and address chosen shall be given ten (10) business days after the selection of said such third appraiser. The decision of the third appraiser shall solely determine the amount in question. The costs of such appraiser appraisers shall be paid shared equally by Lessee within ten (10) days after receipt of an invoice thereforand Lessor. The Lease, including the obligation to pay monthly rentals, shall remain in effect pending the determination of Fair Market Value.
Appears in 1 contract
END OF LEASE. Provided (i) no Event of Default has occurred and is continuing and (ii) Lessee has made all payments in accordance with the Lease, upon written notice furnished by Lessee no later than four (4) months prior to the expiration of the Initial Term, Lessee shall, with respect to each Equipment Schedule elect only such alternatives as may be set forth on the Equipment Schedule. To the extent that any of such alternatives involves a determination of Fair Market Value, the Fair Market Value shall be defined and determined by the provisions of this Section. For purposes hereof, Fair Market Value shall mean the amount that would obtain in a retail arm's length transaction between an informed and willing lessee-buyer in possession and an informed and willing lessor-seller. Rental charges previously paid pursuant to the applicable Equipment Schedule shall have no effect on the determination of Fair Market Value. Unless otherwise stated in the Equipment Schedule: the Fair Market Value for items set forth on the Equipment Schedule which do not have a readily ascertainable market value, (including but not limited to software, cabling and certain equipment) shall be determined by multiplying the Lessor's acquisition cost of such items by a fraction, the numerator of which shall be the Fair Market Value of the other items and the denominator of which shall be the Lessor's acquisition cost of such other items; and the determination of Fair Market Value shall be based upon the assumption that all items set forth on the Equipment Schedule or included with the Equipment may be transferred to, and used by, a third party user. In such determination, all alternative uses in the hands of each buyer or lessee, including, without limitation, the further leasing of the Equipment shall be taken into account in making such determination. Not less than ninety (90) days prior to the end of the Initial Term, Lessee may provide written notice to Lessor of Lessee's intention to exercise the purchase or extension option described above. If, on or before a date which is sixty (60) days prior to the expiration of the Initial Term, term Lessor and Lessee are unable to agree upon a determination of the Fair Market Value fair market value of the Equipment, the Fair Market Value (to such fair market value shall be determined in accordance with the procedure for appraisal as described below. After a determination of the fair market value of the Equipment has been made in accordance with the procedure described below, Lessee may exercise its option to purchase the Equipment for the fair market value thereof by delivering written notice to Lessor not more than ten (10) days after completion of appraisal as described below. Appraisal shall mean a procedure whereby two independent appraisers, neither of whom shall be a manufacturer of such Items of Equipment, one chosen by Lessee and one by Lessor, shall mutually agree upon the amount in question based upon the definition set forth in this Section) shall, upon below. Each party shall deliver a written request by Lessee therefor, be conclusively established not less than thirty (30) notice to the other party appointing its appraiser on or before a date sixty days prior to the expiration of the Initial Term Term. If within fifteen (15) days after appointment of the two appraisers as described above, the two appraisers are unable to agree upon the amount in question, a third independent appraiser, who shall not be a manufacturer of such Items of Equipment, shall be chosen within five (5) business days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by an independent appraiser selected by Lessor. Lessor shall notify Lessee authorized representative of the name and address of said appraiserAmerican Arbitration Association or any organization successor thereof. The costs decision of such the third appraiser so appointed and chosen shall be paid by Lessee within given ten (10) business days after receipt the selection of an invoice thereforsuch third appraiser. Lessee shall pay the fees and expenses of its appraiser and one-half of the fees and expenses of such third appraiser, if any. The Lease, including the obligation to pay monthly rentals, shall remain in effect pending the determination of Fair Market Value.
Appears in 1 contract
Samples: Master Lease Agreement (SQL Financials International Inc /De)
END OF LEASE. Provided (i) no Event of Default has occurred and is continuing and (ii) Lessee has made all payments in accordance with the Lease, upon written notice furnished by Lessee no later than four ninety (490) months days prior to the expiration of the Initial Term, Lessee shall, with respect to each Equipment Schedule elect only such alternatives as may be set forth on the Equipment Schedule. To the extent that any of such alternatives involves a determination of Fair Market Value, the Fair Market Value shall be defined and determined by the provisions of this Section. For purposes hereof, Fair Market Value shall mean the amount that would obtain in a retail arm's length transaction between an informed and willing lessee-buyer in possession and an informed and willing lessor-seller. Rental charges previously paid pursuant to the applicable Equipment Schedule shall have no effect on the determination of Fair Market Value. Unless otherwise stated in the Equipment Schedule: ; the Fair Market Value for items set forth on the Equipment Schedule which do not have a readily ascertainable market value, (including but not limited to software, cabling and certain equipment) shall be determined by multiplying the Lessor's acquisition cost of such items by a fraction, the numerator of which shall be the Fair Market Value of the other items and the denominator of which shall be the Lessor's acquisition cost of such other items; and the determination of Fair Market Value shall be based upon the assumption that all items set forth on the Equipment Schedule or included with the Equipment may be transferred to, and used by, a third party user. In such determination, all alternative uses in the hands of each buyer or lessee, including, without limitation, the further leasing of the Equipment shall be taken into account in making such determination. Not less than ninety (90) days prior to the end of the Initial Term, Lessee may provide written notice to Lessor of Lessee's intention to exercise the purchase or extension option described above. If, on or before a date which is sixty thirty (6030) days prior to the expiration of the Initial Term, term Lessor and Lessee are unable to agree upon a determination of the Fair Market Value fair market value of the Equipment, the such Fair Market Value (to shall be determined in accordance with the procedure for appraisal as described below. After a determination of the Fair Market Value of the Equipment has been made in accordance with the procedure described below, Lessee may exercise its option to purchase the Equipment for the Fair Market Value thereof by delivering written notice to Lessor not more than ten (10) days after completion of appraisal as described below. Appraisal shall mean a procedure whereby two independent appraisers, neither of whom shall be a manufacturer of such Items of Equipment, one chosen by Lessee and one by Lessor, shall mutually agree upon the amount in question based upon the definition set forth in this Section) shall, upon below. Each party shall deliver a written request by Lessee therefor, be conclusively established not less than notice to the other party appointing its appraiser on or before a date thirty (30) days prior to the expiration of the Initial Term Term. If within fifteen(15) days after appointment of the two appraisers as described above, the two appraisers are unable to agree upon the amount in question, a third independent appraiser, who shall not be a manufacturer of such Items of Equipment, shall be chosen within five (5) business days thereafter by the mutual consent of such first two appraisers or, if such first two appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made by an independent appraiser selected by Lessor. Lessor shall notify Lessee authorized representative of the name and address of said appraiserAmerican Arbitration Association or any organization successor thereof. The costs decision of such the third appraiser so appointed and chosen shall be paid by Lessee within given ten (10) business days after receipt the selection of an invoice thereforsuch third appraiser. Lessee and Lessor shall share the fees and expenses of all appraisers, if any. The Lease, including the obligation to pay monthly rentals, shall remain in effect pending the determination of Fair Market Value.
Appears in 1 contract
