We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

GE Master Lease Sample Clauses

GE Master Lease. The Acquired Company is a party to that certain Master Lease Agreement (the “GE Master Lease”), dated as of August 17, 2001, with General Electric Credit Corporation (the “Lessor”), and is entering into a Second Modification Agreement and Guaranty Release of the GE Master Lease (the “Second Modification” and, the GE Master Lease as amended by the Second Modification, the “Amended GE Master Lease”) concurrently with the Closing. Seller, Parent and Purchaser agree as follows: (a) At or prior to the Closing, Parent will deliver to Lessor the Letter of Credit (as such term is defined in paragraph (k) of the Second Modification and referred to herein as the “GE Letter of Credit”); (b) At or prior to the Closing, Seller shall pay to Lessor the amendment fee and all other amounts required to be paid pursuant to paragraph 4(f) of the Second Modification; (c) Seller shall reimburse the Acquired Company for all amounts required to be paid by it pursuant to paragraph 5 of the Second Modification, provided, that Seller shall reimburse such amounts arising in connection with enforcement only as enforcement relates to the obligation in Section 18(d) of the Amended GE Master Lease; (d) Except as provided specifically in Sections 5.22(a), (b) and (c), Parent and Seller shall have no liability with respect to any provisions of the Amended GE Master Lease; (e) Purchaser shall use its commercially reasonable efforts to cause the Lessor to surrender the GE Letter of Credit to Parent (or to the Acquired Company for delivery to Parent) in accordance with the provisions of Section 18(d) of the Amended GE Master Lease; (f) Purchaser shall indemnify and hold harmless Parent from and after the Actual Closing Date from any Damages arising out of or relating to the GE Letter of Credit, but specifically excluding any costs relating to obtaining or maintaining the GE Letter of Credit as provided under Section 18(d) of the Amended GE Master Lease; and (g) Purchaser shall not renew or extend the term of, or add additional equipment under, the Amended GE Master Lease unless Lessor has surrendered the GE Letter of Credit to Parent (or to the Acquired Company for delivery to Parent) to be canceled.” 39. New Section 5.24. A new Section 5.24 is hereby added to the Agreement, to read in its entirety as follows:
GE Master Lease. (a) The Acquired Company is a party to that certain Master Lease Agreement, dated as of August 17, 2001, with General Electric Capital Corporation (the “GE Master Lease”). Pursuant to the terms of the GE Master Lease, an Affiliate of Seller has guaranteed the Acquired Company’s obligations under the GE Master Lease (the “GE Master Lease Guarantee”). Purchaser shall use its commercially reasonable efforts to cause General Electric Capital Corporation to release such Affiliate from all obligations under the GE Master Lease Guarantee and the GE Master Lease. In addition, Purchaser shall and Purchaser shall cause the Acquired Company and the Subsidiaries and EmCare Holdings Inc. and its subsidiaries to, jointly and severally, indemnify and hold harmless Seller and its Affiliates from and after the Closing for any Damages arising out of or relating to the GE Master Lease Guarantee. (b) Purchaser shall not renew or extend the term of, or add additional equipment under, the GE Master Lease unless the GE Master Lease Guarantee has been fully released and Parent has no Liabilities thereunder.
GE Master LeaseAt Closing, ZD and Purchaser or Company as is acceptable to GECC shall enter into the GE Master Lease Assignment with respect to the GE Master Lease, which shall not be effective until the Consent of General Electric Capital Corporation is received as set forth in this paragraph. Purchaser agrees that it or a bank reasonably acceptable to ZD shall provide a guaranty for the obligations of Company under the GE Master Lease. ZD agrees that it shall obtain the Consent for the GE Master Lease as soon as reasonably possible. Until such Consent is received, ZD will provide services relating to the GE Master Lease pursuant to the terms and conditions of the Amended Services Agreement. ZD represents and warrants that the failure to obtain the Consent for the GE Master Lease prior to Closing will not have a Material Adverse Effect on Company. ZD covenants that until the earlier of the time when the Consent for the GE Master Lease is obtained or through the termination of the Amended Services Agreement, ZD shall comply with its obligations under the GE Master Lease. As of the effective date of the GE Master Lease Assignment, Purchaser will indemnify ZD from any liabilities or obligations arising pursuant to the GE Master Lease assigned pursuant to such assignment.
GE Master Lease. 21 TABLE OF CONTENTS (CONTINUED) PAGE 6.10 RETIREMENT AND FLEXIBLE SPENDING PLAN ACCOUNTS............................................................ 21

Related to GE Master Lease

  • Master Lease A. All the obligations contained in the Master Lease conferred and imposed upon Sublessor (as Tenant therein) shall be borne by Sublessor and Sublessee in accordance with the Sublessor's Percentage and the Sublessee's Percentage, respectively, except as modified and amended by this Sublease, and all rights and privileges contained in the Master Lease conferred upon Sublessor (as Tenant therein), are hereby conferred and imposed upon Sublessee, to the extent of Sublessee's Percentage. Sublessor covenants and agrees it will make payment of the rentals reserved under the Master Lease as and when due, will perform Sublessor's insurance obligations under the Master Lease, and will otherwise fully and faithfully perform the terms and conditions of the Master Lease with respect to the Sublessor's Percentage. Sublessee covenants and agrees to otherwise fully and faithfully perform the terms and conditions of the Master Lease and the Sublease on its part to be performed. Neither the Sublessor nor Sublessee shall do or cause to be done any act which would or might cause the Master Lease, or the rights of Sublessor as tenant under the Master Lease to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an express inducement for Sublessor executing this Sublease, that if there is any conflict between the provisions of the Master Lease and this Sublease which would permit Sublessee to do or cause to be done any act which is prohibited by the Master Lease then the provisions of the Master Lease shall prevail. B. Sublessee shall pay to Sublessor, within ten (10) days after demand therefor by Sublessor, Sublessee's Percentage of any and all sums (except fixed annual rent payable under the Master Lease) due pursuant to the Master Lease. Sublessor shall not demand such payment prior to the date which is thirty (30) days before the date any such sum shall be due and owing under the Master Lease. C. Notwithstanding anything to the contrary herein contained, Sublessor shall have no duty itself to perform any obligations of the Master Landlord, nor shall such default of the Master Landlord affect this Sublease or waive or defer the performance of any of Sublessee' s obligations hereunder; provided, nevertheless, that in the event of any such default or failure of performance by Master Landlord, Sublessor agrees, upon notice from Sublessee, to make immediate demand upon Master Landlord to perform its obligations under the Master Lease.

  • Lease Agreement On the terms stated in this Lease, Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term beginning on the Commencement Date and ending on the Termination Date unless extended or sooner terminated pursuant to this Lease.

  • Ground Lease (a) Ground Lessee and Borrower have executed this Instrument mortgaging their separate estates in the Property for the purpose of granting to the Lender such lien as would cause the fee simple title to the Property to be sold free and clear of the Ground Lease at foreclosure sale. Ground Lessee and Borrower hereby jointly and severally waive any right, arising at law or in equity, whether presently existing or subsequently accruing, whether to Ground Lessee, Borrower, or anyone holding or claiming under or through them, to have their separate estates sold separately upon foreclosure, whether under principles of marshalling or otherwise. (b) Except as specified in Section 11.02, in any action commenced to enforce the Obligations created or arising under this Instrument, any resulting judgment or decree shall be enforceable against Ground Lessee only to the extent of Ground Lessee’s interest in the Property or other property subject to any security interest securing the Note. Subject to Section 11.01, (i) any execution on such judgment or decree, with respect to the assets of Ground Lessee, shall be limited to the Property or other property subject to any security interest securing the Note, and (ii) Ground Lessee shall not be personally liable for the payment of the indebtedness or other Obligations secured by this Instrument, nor shall execution on any judgment or decree resulting from any action to enforce the Obligations be or be caused to be a lien on any other asset of Ground Lessee other than the Property or other property subject to any security interest securing the Note. (c) Ground Lessee and Borrower each agree that neither this Instrument nor any obligation of Ground Lessee and Borrower hereunder will be released, impaired or subordinated by any amendment to this Instrument or any other document or extension of time or waiver of right or remedy as to Ground Lessee, Borrower, or any other party, or any other act or thing which, but for this provision, would so release, impair, or subordinate. (d) Ground Lessee and Ground Lessee’s interest in the Ground Lease and the Property shall be subject to all of the provisions of Section 5.01. (e) Under no circumstances shall Lender or any of its successors or assigns have any obligation or liability of any kind or nature based upon or arising under the Ground Lease, regardless of whether such obligation or liability (i) is an obligation or liability of either ground lessee or ground lessor under the Ground Lease, or (ii) arises either before or after Lender acquired title to the Property. (f) Ground Lessee and Borrower each hereby acknowledge and agree that all of the Ground Lessee’s rights and remedies under the Ground Lease, including without limitation any rights of first refusal or any purchase rights, are subject to and subordinate to this Instrument.

  • Prime Lease (a) Sublessor represents that it is not in default under the Prime Lease and that, to the best of its knowledge, the Prime Landlord is not in default thereunder. Sublessor further represents that the attached redacted copy of the Prime Lease is a true and correct copy thereof. This Sublease is subject and subordinate to the Prime Lease, however, Sublessee has no liability for non-compliance with the redacted portions of the Prime Lease. The Prime Lease shall control any conflict or inconsistency between the terms, covenants and conditions of this Sublease and the terms, covenants and conditions of the Prime Lease. All the terms, covenants and conditions contained in the Prime Lease shall be applicable to this Sublease with the same force and effect as if Sublessor were the Landlord under the Prime Lease and Sublessee were the Tenant under the Prime Lease. (b) In case of any breach of this Sublease by Sublessee, Sublessor shall have all the rights against Sublessee as would be available to the Prime Landlord against the Tenant for Tenant's breach of the Prime Lease. Any breach of this Sublease by Sublessee which would constitute a breach of the Prime Lease if Sublessee were the Tenant under the Prime Lease shall constitute a breach of the Prime Lease and Prime Landlord may exercise all rights and remedies available under the Prime Lease against Sublessor and Sublessee, and may enforce all provisions of this Sublease, including those pertaining to the collection of Rent. (c) This Sublease may not be modified without Prune Landlord's prior written consent. Any modification without Prime Landlord's written consent shall be null and void. (d) If the Prime Lease is terminated or Prime Landlord re-enters or repossesses the Sublet Premises, then Prime Landlord may, at its option, assume Sublessor's right, title and interest as the Sublessor under this Sublease and, at Prime Landlord's option, Sublessee will attorn to Prime Landlord. Notwithstanding any such assumption, Prime Landlord shall: (i) have no liabilities for any previous acts or omissions of Sublessor under this Sublease; (ii) not be subject to any existing defense or offset against Sublessor, (iii) not be bound by any previous modification of this Sublease made without Prime Landlord's prior written consent, or (iv) have no liabilities for any prepayment of more than one-month's rent under this Sublease.

  • Existing Lease Except to the extent specifically amended hereby, all terms and conditions of the Lease remain in full force and effect. [Signatures begin on next page.]

  • Sublease Sublandlord hereby subleases to Subtenant and Subtenant hereby subleases from Sublandlord for the term, at the rental, and upon all of the conditions set forth herein, the Subleased Premises.

  • Lease Agreements 13.1 The Customer shall provide FPL a copy of the lease agreement, as applicable, for any and all leased interconnection equipment. 13.2 The Customer shall not enter into any lease agreement that results in the retail purchase of electricity; or the retail sale of electricity from the Customer-owned renewable generation. Notwithstanding this restriction, in the event it is determined by the Florida Public Service Commission that the Customer has entered such an agreement, the Customer shall be in breach of this Interconnection Agreement and the lessor may become subject to the jurisdiction and regulations of the Florida Public Service Commission as a public utility.

  • Landlord and Storage Agreements Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

  • Operating Lease (i) Each Borrower shall (a) promptly perform and observe all of the covenants required to be performed and observed by it under the Operating Leases and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (b) promptly notify Lender of any material default under any Operating Lease of which it is aware; (c) promptly deliver to Lender a copy of any notice of default or other material notice under any Operating Lease delivered to any Operating Lessee by Borrower; (d) promptly give notice to Lender of any notice or information that Borrower receives which indicates that an Operating Lessee is terminating its Operating Lease or that any Operating Lessee is otherwise discontinuing its operation of the applicable Individual Property; and (e) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Operating Lessee under the applicable Operating Lease. (ii) If at any time, (A) an Operating Lessee shall become insolvent or a debtor in a bankruptcy proceeding or (B) Lender or its designee has taken title to an Individual Property by foreclosure or deed in lieu of foreclosure, has become a mortgagee-in-possession, has appointed a receiver with respect to the applicable Individual Property or has otherwise taken title to such Individual Property, Lender shall have the absolute right to (and Borrower and Operating Lessee shall reasonably cooperate and not in any way hinder, delay or otherwise interfere with Lender’s right to), immediately terminate the applicable Operating Lease under and in accordance with the terms of the applicable Subordination, Attornment and Security Agreement. (iii) Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld: (a) surrender, terminate or cancel any Operating Lease or otherwise replace any Operating Lessee or enter into any other operating lease with respect to any Individual Property, provided, however, at the end of the term of each Operating Lease, the applicable Borrower may renew such Operating Lease or enter into a replacement Operating Lease with Operating Lessee on substantially the same terms as the expiring Operating Lease except that Lender shall have the right to approve any material change thereto; (b) reduce or consent to the reduction of the term of any Operating Lease; or (c) enter into, renew, amend, modify, waive any provisions of, reduce Rents under, or shorten the term of any Operating Lease.

  • Landlord Agreements Each Credit Party shall use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to Agent.