Lease Payment. On and after the Closing, Lessee, in consideration of the leasing of the Leased Property to Lessee by Lessor, hereby covenants and agrees to pay Lease Payments to Lessee during the Term in amounts as set out in Schedule 5.1 attached hereto and incorporated by reference herein, without notice or demand and without any setoff or deduction whatsoever. The Lease Payments shall be due and payable quarterly in advance, with the first Lease Payment being due and payable at Closing on the Closing Date and the remaining Lease Payments equal to one-fourth of the annual payment being due and payable quarterly in advance during the Term on the same day of each third consecutive month following the Closing Date, with the annual Lease Payments for each of the first two years of the Term being $4,500,000 and the annual Lease Payments for each of the next 18 years of the Term being $10,000,000. By way of example, if the Closing occurs on May 1, 2001, then the quarterly Lease Payments shall be due and payable in advance on each August 1, November 1, February 1 and May 1 thereafter during the Term. If any Lease Payment falls due on a day that is not a Business Day, then such Lease Payment shall be due and payable on the next day that is a Business Day. Notwithstanding the foregoing, if Lessee is ready, willing and able to exercise the Option referred to in Article 6, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the Option Closing (other than as a result of any claim or Action under the HSR ACT), THEN: (a) if primarily as a result of an act or failure to act by Lessor after the Effective Time in breach of its obligations under this Lease or any act by Lessor or any Affiliate of Lessor before or after the Effective Time, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum; (b) if primarily as a result of an act or failure to act by Lessee after the Effective Time in breach of its obligations under this Lease or any act by Lessee or any Affiliate of Lessee before or after the Effective Time, then the annual Lease Payments shall be $10,000,000 per annum as above provided; and (c) if resulting from any cause not set forth in clause (a) or (b) above, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum, subject to escalation as provided in this clause (c). If the annual Lease Payment under this clause (c) continues in effect for longer than one year, then the annual Lease Payment under this clause (c) shall be increased annually as of each anniversary of the date the first Lease Payment became due pursuant to this clause (c) (each such anniversary being referred to as an "Index Date") by an amount equal to the Escalation Amount on such Index Date. The Escalation Amount for an Index Date shall be deemed to be zero if the Escalation Amount for such Index Date is zero or a negative number. Commencing with each Index Date and continuing until the next succeeding Index Date (such period being referred to as an "Index Year"), the annual Lease Payment under this clause (c) shall be an amount equal to the Lease Payment amount in effect under this clause (c) during the preceding Index Year (or $4,500,000, if the first Index Year) plus the Escalation Amount, if any. The "Escalation Amount" shall be determined as of the applicable Index Date, in accordance with the following formula, but the Escalation Amount for any Index Year shall not exceed $275,000: EA = LP x CPI - PPI --------- PPI Where: EA = Escalation Amount LP = The annual Lease Payment in effect for the preceding Index Year (or $4,500,000, in the case of the first Escalation Amount calculation) CPI = The Producer Index for the current Index Date PPI = The larger of (i) the Producer Index for the immediately preceding Index Date (or the date the first Lease Payment became due pursuant to this clause (c), in the case of the first Escalation Amount calculation) or (ii) the Producer Index for any preceding Index Date or the date the first Lease Payment became due pursuant to this clause (c)
Appears in 1 contract
Samples: Pipeline and Terminal Lease Agreement (Valero Energy Corp/Tx)
Lease Payment. On and after the Closing, Lessee, in consideration of the leasing of the Leased Property to Lessee by Lessor, hereby covenants and agrees to pay Lease Payments to Lessee during the Term in amounts as set out in Schedule 5.1 attached hereto and incorporated by reference herein, without notice or demand and without any setoff or deduction whatsoever. The Lease Payments shall be due and payable quarterly in advance, with the first Lease Payment being due and payable at Closing on the Closing Date and the remaining Lease Payments equal to one-fourth of the annual payment being due and payable quarterly in advance during the Term on the same day of each third consecutive month following the Closing Date, with the annual Lease Payments for each of the first two years of the Term being $4,500,000 and the annual Lease Payments for each of the next 18 years of the Term being $10,000,000. By way of example, if the Closing occurs on May 1, 2001, then the quarterly Lease Payments shall be due and payable in advance on each August 1, November 1, February 1 and May 1 thereafter during the Term. If any Lease Payment falls due on a day that is not a Business Day, then such Lease Payment shall be due and payable on the next day that is a Business Day. Notwithstanding the foregoing, if Lessee is ready, willing and able to exercise the Option referred to in Article 6, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the Option Closing (other than as a result of any claim or Action under the HSR ACT), THEN:
(a) if primarily For the cost of administering this Lease (including the Electric Power Agreement) and providing regulatory oversight of the GDPs pursuant to the Regulatory Oversight Agreement (all such administration referred to as "Lease Administration"), the Corporation will pay the Department, commencing on July 1, 1993, for each twelve (12) month period of July 1 to June 30 thereafter, until the end of the Lease Term (each such twelve (12) month period of July 1 to June 30 being a "Rent Period" and the period of July 1, 1993 to June 30, 1994 being the "Initial Rent Period") the sum of $5,195,000, which sum shall be composed of a base rent of $980,000 ("Base Rent") representing the Department's costs in administering this Lease (including the Electric Power Agreement) in the Initial Rent Period and additional rent 20 26 of $4,215,000 ("Additional Rent") representing the Department's costs in providing regulatory oversight of the GDPs pursuant to the Regulatory Oversight Agreement in the Initial Rent Period (The Base Rent and the Additional Rent together being referred to as "Rent"). The Base Rent and the Additional Rent shall be increased or decreased during any Rent Period, as the case may be, by the Department to reflect its actual costs incurred in Lease Administration; provided however that the Corporation shall not be required for any Rent Period to pay the Department more than the Department's actual costs for such Rent Period; and provided further that the Department shall not increase the Base Rent to more than $1.5 million in any Rent Period without the consent of the Corporation, which consent shall not be unreasonably withheld. The Additional Rent shall be included as a result component of an act or failure to act the Rent, and be payable by Lessor after the Effective Time in breach of its obligations under this Lease or any act by Lessor or any Affiliate of Lessor before or after Corporation, only for as long as the Effective Time, then during the period when such restriction Regulatory Oversight Agreement is in effect, the annual Lease Payments shall be $4,500,000 per annum;.
(b) if primarily Rent will be payable monthly in advance on the first day of the month. By June 1 of each year the Department will submit an invoice to the Corporation for its estimated costs of Lease Administration during the following Rent Period. The Department shall determine the actual cost of Lease Administration following the end of such Rental Period and issue an invoice by August 1 of each year which shall reconcile any difference between the estimated and actual costs of Lease Administration in such Rental Period. Such invoice shall provide enough detail for the Corporation to calculate the difference between its monthly payments to the Department and the Department's actual costs in Lease Administration. The Department will grant the Corporation and its accountants such access to the Department's books and records respecting Lease Administration as a result of an act or failure the Corporation may reasonably require to act by Lessee after verify the Effective Time in breach of its obligations under this Lease or any act by Lessee or any Affiliate of Lessee before or after the Effective Time, then the annual Lease Payments shall be $10,000,000 per annum as above provided; andDepartment's actual costs associated thereto.
(c) if resulting from By September 1 of each year, the Corporation shall pay the Department or the Department shall credit the Corporation an appropriate amount which shall reconcile any cause not set forth difference between the amount of Rent paid by the Corporation in clause (a) or (b) above, then the previous Rent Period and the actual costs incurred during the period when such restriction is in effect, previous Rent Period by the annual Department for Lease Payments shall be $4,500,000 per annum, subject to escalation as provided in this clause (c). If the annual Lease Payment under this clause (c) continues in effect for longer than one year, then the annual Lease Payment under this clause (c) shall be increased annually as of each anniversary of the date the first Lease Payment became due pursuant to this clause (c) (each such anniversary being referred to as an "Index Date") by an amount equal to the Escalation Amount on such Index Date. The Escalation Amount for an Index Date shall be deemed to be zero if the Escalation Amount for such Index Date is zero or a negative number. Commencing with each Index Date and continuing until the next succeeding Index Date (such period being referred to as an "Index Year"), the annual Lease Payment under this clause (c) shall be an amount equal to the Lease Payment amount in effect under this clause (c) during the preceding Index Year (or $4,500,000, if the first Index Year) plus the Escalation Amount, if any. The "Escalation Amount" shall be determined as of the applicable Index Date, in accordance with the following formula, but the Escalation Amount for any Index Year shall not exceed $275,000: EA = LP x CPI - PPI --------- PPI Where: EA = Escalation Amount LP = The annual Lease Payment in effect for the preceding Index Year (or $4,500,000, in the case of the first Escalation Amount calculation) CPI = The Producer Index for the current Index Date PPI = The larger of (i) the Producer Index for the immediately preceding Index Date (or the date the first Lease Payment became due pursuant to this clause (c), in the case of the first Escalation Amount calculation) or (ii) the Producer Index for any preceding Index Date or the date the first Lease Payment became due pursuant to this clause (c)Administration.
Appears in 1 contract
Samples: Lease Agreement (Usec Inc)
Lease Payment. On and after the Closing, Lessee, in In consideration of the leasing of the Leased Property to Lessee by LessorLease, hereby covenants and agrees to pay Lease Payments to Lessee during the Term in amounts as set out in Schedule 5.1 attached hereto and incorporated by reference hereinLease Term, without notice or demand and without any setoff or deduction whatsoever. The Assignee shall pay a monthly lease payment to Assignor equal ONE HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED THIRTY DOLLARS AND EIGHTY-EIGHT CENTS ($171,830.88) ("Lease Payments shall be due and payable quarterly in advancePayment"), with the first Lease Payment being due and payable which represents monthly interest plus amortized principal of a $20 million loan amortized over 30 years at Closing on the Closing Date and an interest rate of 9.75% (the remaining Lease Payments equal to one-fourth principal amount of the annual payment such loan being due and payable quarterly in advance during the Term on the same day of each third consecutive month following the Closing Date, with the annual Lease Payments for each of the first two years of the Term being $4,500,000 and the annual Lease Payments for each of the next 18 years of the Term being $10,000,000. By way of example, if the Closing occurs on May 1, 2001, then the quarterly Lease Payments shall be due and payable in advance on each August 1, November 1, February 1 and May 1 thereafter during the Term. If any Lease Payment falls due on a day that is not a Business Day, then such Lease Payment shall be due and payable on the next day that is a Business Day. Notwithstanding the foregoing, if Lessee is ready, willing and able to exercise the Option referred to in Article 6, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the Option Closing (other than as a result of any claim or Action under the HSR ACT), THEN:
(a) if primarily as a result of an act or failure to act by Lessor after the Effective Time in breach of its obligations under this Lease or any act by Lessor or any Affiliate of Lessor before or after the Effective Time, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum;
(b) if primarily as a result of an act or failure to act by Lessee after the Effective Time in breach of its obligations under this Lease or any act by Lessee or any Affiliate of Lessee before or after the Effective Time, then the annual Lease Payments shall be $10,000,000 per annum as above provided; and
(c) if resulting from any cause not set forth in clause (a) or (b) above, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum, subject to escalation as provided in this clause (c). If the annual Lease Payment under this clause (c) continues in effect for longer than one year, then the annual Lease Payment under this clause (c) shall be increased annually as of each anniversary of the date the first Lease Payment became due pursuant to this clause (c) (each such anniversary being herein referred to as an the "Index DateHypothetical Amortizing Principal") ). All License Prepayments made by an amount equal to the Escalation Amount on such Index Date. The Escalation Amount for an Index Date Assignee under Section 3 above shall be deemed to be zero if the Escalation Amount for such Index Date is zero or a negative number. Commencing with each Index Date and continuing until the next succeeding Index Date (such period being referred to applied as an "Index Year"), the annual Lease Payment under this clause (c) shall be an amount equal to prepayments of the Lease Payment amount in effect under this clause (c) during the preceding Index Year (or $4,500,000, if the first Index Year) plus the Escalation Amount, if any. The "Escalation Amount" and shall be determined as of the applicable Index Date, in accordance with the following formula, but the Escalation Amount for any Index Year shall not exceed $275,000: EA = LP x CPI - PPI --------- PPI Where: EA = Escalation Amount LP = The annual Lease Payment in effect for the preceding Index Year (or $4,500,000, in the case of the first Escalation Amount calculation) CPI = The Producer Index for the current Index Date PPI = The larger of serve to reduce (i) the Producer Index for the immediately preceding Index Date (or the date the first Lease Payment became due pursuant to this clause (c), in the case of the first Escalation Amount calculation) or Hypothetical Amortizing Principal and (ii) the Producer Index number of Lease Payments due under the Lease during the term of the Lease. For example, if Assignee makes ten (10) Interim Assignment Payments under Section 3 of this Agreement, then upon the commencement of the Lease, Assignee would be deemed to have made ten Lease Payments and therefore, if Assignee made no prepayments on the Lease, Assignee would only be required to make three hundred and fifty (350) Lease Payments to fully pay the Lease. Assignee shall have the right at any time, at its sole option, to prepay all or any portion of amounts due in connection with the Lease by paying the net present value of the remaining Hypothetical Amortizing Principal (or such portion of the Hypothetical Amortizing Principal that Assignee desires to pay). At such time as the full Hypothetical Amortizing Principal is paid in full, whether by prepayment or over the 30 year amortization period, no further amounts shall be due to Assignor under the Lease. Upon the termination of the Lease for any preceding Index Date or the date the first reason, Assignee shall have no obligation to make any further Lease Payment became due pursuant to this clause (c)Payments.
Appears in 1 contract
Lease Payment. On and after the Closing, Lessee, in In consideration of the leasing of the Leased Property to Lessee by LessorLease, hereby covenants and agrees to pay Lease Payments to Lessee during the Term in amounts as set out in Schedule 5.1 attached hereto and incorporated by reference hereinLease Term, without notice or demand and without any setoff or deduction whatsoever. The Assignee shall pay a monthly lease payment to Assignor equal ONE HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED THIRTY DOLLARS AND EIGHTY-EIGHT CENTS ($171,830.88) ("Lease Payments shall be due and payable quarterly in advancePayment"), with the first Lease Payment being due and payable which represents monthly interest plus amortized principal of a $20 million loan amortized over 30 years at Closing on the Closing Date and an interest rate of 9.75% (the remaining Lease Payments equal to one-fourth principal amount of the annual payment such loan being due and payable quarterly in advance during the Term on the same day of each third consecutive month following the Closing Date, with the annual Lease Payments for each of the first two years of the Term being $4,500,000 and the annual Lease Payments for each of the next 18 years of the Term being $10,000,000. By way of example, if the Closing occurs on May 1, 2001, then the quarterly Lease Payments shall be due and payable in advance on each August 1, November 1, February 1 and May 1 thereafter during the Term. If any Lease Payment falls due on a day that is not a Business Day, then such Lease Payment shall be due and payable on the next day that is a Business Day. Notwithstanding the foregoing, if Lessee is ready, willing and able to exercise the Option referred to in Article 6, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the Option Closing (other than as a result of any claim or Action under the HSR ACT), THEN:
(a) if primarily as a result of an act or failure to act by Lessor after the Effective Time in breach of its obligations under this Lease or any act by Lessor or any Affiliate of Lessor before or after the Effective Time, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum;
(b) if primarily as a result of an act or failure to act by Lessee after the Effective Time in breach of its obligations under this Lease or any act by Lessee or any Affiliate of Lessee before or after the Effective Time, then the annual Lease Payments shall be $10,000,000 per annum as above provided; and
(c) if resulting from any cause not set forth in clause (a) or (b) above, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 per annum, subject to escalation as provided in this clause (c). If the annual Lease Payment under this clause (c) continues in effect for longer than one year, then the annual Lease Payment under this clause (c) shall be increased annually as of each anniversary of the date the first Lease Payment became due pursuant to this clause (c) (each such anniversary being herein referred to as an the "Index DateHypothetical Amortizing Principal") ). All License Payments made by an amount equal to the Escalation Amount on such Index Date. The Escalation Amount for an Index Date Assignee under Section 3 above shall be deemed to be zero if the Escalation Amount for such Index Date is zero or a negative number. Commencing with each Index Date and continuing until the next succeeding Index Date (such period being referred to applied as an "Index Year"), the annual Lease Payment under this clause (c) shall be an amount equal to prepayments of the Lease Payment amount in effect under this clause (c) during the preceding Index Year (or $4,500,000, if the first Index Year) plus the Escalation Amount, if any. The "Escalation Amount" and shall be determined as of the applicable Index Date, in accordance with the following formula, but the Escalation Amount for any Index Year shall not exceed $275,000: EA = LP x CPI - PPI --------- PPI Where: EA = Escalation Amount LP = The annual Lease Payment in effect for the preceding Index Year (or $4,500,000, in the case of the first Escalation Amount calculation) CPI = The Producer Index for the current Index Date PPI = The larger of serve to reduce (i) the Producer Index for the immediately preceding Index Date (or the date the first Lease Payment became due pursuant to this clause (c), in the case of the first Escalation Amount calculation) or Hypothetical Amortizing Principal and (ii) the Producer Index number of Lease Payments due under the Lease during the term of the Lease. For example, if Assignee makes ten (10) Interim Assignment Payments under Section 3 of this Agreement, then upon the commencement of the Lease, Assignee would be deemed to have made ten Lease Payments and therefore, if Assignee made no prepayments on the Lease, Assignee would only be required to make three hundred and fifty (350) Lease Payments to fully pay the Lease. Assignee shall have the right at any time, at its sole option, to prepay all or any portion of amounts due in connection with the Lease by paying the net present value of the remaining Hypothetical Amortizing Principal (or such portion of the Hypothetical Amortizing Principal that Assignee desires to pay). At such time as the full Hypothetical Amortizing Principal is paid in full, whether by prepayment or over the 30 year amortization period, no further amounts shall be due to Assignor under the Lease. Upon the termination of the Lease for any preceding Index Date or the date the first reason, Assignee shall have no obligation to make any further Lease Payment became due pursuant to this clause (c)Payments.
Appears in 1 contract
Lease Payment. On and after the Closing, Lessee, in consideration of the leasing of the Leased Property to Lessee by Lessor, hereby covenants and agrees to pay Lease Payments to Lessee during the Term in amounts as set out in Schedule SCHEDULE 5.1 attached hereto and incorporated by reference herein, without notice or demand and without any setoff or deduction whatsoever. The Lease Payments shall be due and payable quarterly in advance, with the first Lease Payment being due and payable at Closing on the Closing Date and the remaining Lease Payments equal to one-fourth of the annual payment being due and payable quarterly in advance during the Term on the same day of each third consecutive month following the Closing Date, with the annual Lease Payments for each of the first two years of the Term being $4,500,000 14,000,000 and the annual Lease Payments for each of the next 18 years of the Term being $10,000,00033,000,000. By way of example, if the Closing occurs on May 1, 2001, then the quarterly Lease Payments shall be due and payable in advance on each August 1, November 1, February 1 and May 1 thereafter during the Term. If any Lease Payment falls due on a day that is not a Business Day, then such Lease Payment shall be due and payable on the next day that is a Business Day. Notwithstanding the foregoing, if Lessee is ready, willing and able to exercise the Option referred to in Article 6, but is unable to lawfully do so because an order, writ, injunction or decree shall have been entered into and be in effect by a court of competent jurisdiction that restrains or enjoins the Option Closing (other than as a result of any claim or Action under the HSR ACTAct), THENthen:
(a) if primarily as a result of an act or failure to act by Lessor after the Effective Time in breach of its obligations under this Lease or any act by Lessor or any Affiliate of Lessor before or after the Effective Time, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 14,000,000 per annum;
(b) if primarily as a result of an act or failure to act by Lessee after the Effective Time in breach of its obligations under this Lease or any act by Lessee or any Affiliate of Lessee before or after the Effective Time, then the annual Lease Payments shall be $10,000,000 33,000,000 per annum as above provided; and
(c) if resulting from any cause not set forth in clause (a) or (b) above, then during the period when such restriction is in effect, the annual Lease Payments shall be $4,500,000 23,500,000 per annum, subject to escalation as provided in this clause (c). If the annual Lease Payment under this clause (c) continues in effect for longer than one year, then the annual Lease Payment under this clause (c) shall be increased annually as of each anniversary of the date the first Lease Payment became due pursuant to this clause (c) (each such anniversary being referred to as an "Index Date") by an amount equal to the Escalation Amount on such Index Date. The Escalation Amount for an Index Date shall be deemed to be zero if the Escalation Amount for such Index Date is zero or a negative number. Commencing with each Index Date and continuing until the next succeeding Index Date (such period being referred to as an "Index Year"), the annual Lease Payment under this clause (c) shall be an amount equal to the Lease Payment amount in effect under this clause (c) during the preceding Index Year (or $4,500,00023,500,000, if the first Index Year) plus the Escalation Amount, if any. The "Escalation Amount" shall be determined as of the applicable Index Date, in accordance with the following formula, but the Escalation Amount for any Index Year shall not exceed $275,000950,000: EA = LP x CPI - CPI-PPI --------- ------- PPI Where: EA = Escalation Amount LP = The annual Lease Payment in effect for the preceding Index Year (or $4,500,0007,250,000, in the case of the first Escalation Amount calculation) CPI = The Producer Index for the current Index Date PPI = The larger of (i) the Producer Index for the immediately preceding Index Date (or the date the first Lease Payment became due pursuant to this clause (c), in the case of the first Escalation Amount calculation) or (ii) the Producer Index for any preceding Index Date or the date the first Lease Payment became due pursuant to this clause (c)
Appears in 1 contract
