Lessee's Purchase Option. If, at the time the below described purchase option is exercised and at the commencement of any applicable Renewal Term, (i) no Event of Default shall have occurred and be continuing under any of the Leases, and (ii) the Lease of those Items of Equipment whose purchase is sought shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor as hereinafter provided, to purchase all, but not less than all, Items of Equipment then subject to such Leases, at the expiration of the initial Term of each such Lease, or, as the case may be, at the expiration of the then Renewal Term of each such Lease, for an amount, with respect to each of the Items of Equipment, payable in immediately available funds, equal to the fair market sales value thereof determined in accordance with Section 1(c) hereof, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income taxes attributable to such sale). Lessor's sale of each of the Items of Equipment shall be on an as-is, where-is basis, without any representation or warranty of any kind, express or implied, by, or recourse to, Lessor. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 120 days prior to the expiration of the initial Term of the Lease of Items of Equipment to be purchased whose initial Term first expires hereunder, or, if Lessee has renewed such Leases pursuant to Section 1(a) hereof, then at least 90 days prior to the expiration of the then current Renewal Term of the Lease whose Renewal Term first expires hereunder. If Lessee fails to give such written notice to Lessor as aforesaid, it shall be conclusively presumed that Lessee has elected not to exercise said purchase option and Lessee shall be deemed to have no further rights hereunder or under any of the Leases to purchase any of the Items of Equipment. [Notwithstanding the provisions contained Section 1(c) hereof, the fair market value is hereby established at NOT TO EXCEED 25%of lessor's cost.] 13
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Samples: Assignment, Purchase Agreement and Unconditional Bill of Sale (Cmark International Inc)
Lessee's Purchase Option. If, at the time the below described purchase option is exercised and at the commencement of any applicable Renewal Term, (i) no Event of Default shall have occurred and be continuing under any of the Leases, and (ii) the If this Lease of those Items of Equipment whose purchase is sought shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor Lessor, as hereinafter provided, to purchase all, but not less than all, Items of Equipment then subject to such Leasesthis Lease, at on the expiration of the initial Term of Termination Date for each such Lease, or, as the case may be, at the expiration Item of the then Renewal Term of each such LeaseEquipment, for an amountamount (the "Purchase Option Amount"), with respect to each of the Items Item of Equipment, payable in immediately available funds, equal to the fair market sales value sum of (v) the Estimated Residual Value of such Item of Equipment applicable to the Basic Term or Renewal Term thereof determined in accordance with Section 1(c) hereofthen ending, plus (w) the Basic Rent due and payable for such Item of Equipment on the Termination Date, if Basic Rent for such Item is payable in arrears, plus (x) any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income taxes taxes, attributable to such sale), plus (y) any Supplemental Payments then due and owing to Lessor hereunder, plus, in the event that Lessee exercises its purchase option hereunder prior to the end of the Maximum Term, (z) the Reinvestment Premium. Lessor's sale of each of the Items Item of Equipment shall be on an as-is, where-is basis, without any representation or warranty of any kind, express or implied, by, or recourse to, Lessor. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 120 one hundred eighty (120) days prior to the expiration of the initial Basic Term of the Lease of Items Item(s) of Equipment to be purchased whose initial Basic Term first expires hereunder, or, if Lessee has renewed such Leases this Lease pursuant to Section 1(a28 (a) hereof, then at least 90 one hundred eighty (120) days prior to the expiration of the then current Renewal Term of the Lease Item(s) of Equipment whose Renewal Basic Term first expires hereunder. If Lessee fails to give gives such written notice to Lessor as aforesaid, it same shall be conclusively presumed that constitute a binding obligation of Lessee has elected not to exercise said purchase option and Lessee shall be deemed to have no further rights hereunder or under any of the Leases to purchase any all of the such Items of Equipment. [Notwithstanding Equipment and to pay Lessor the provisions contained Section 1(c) hereof, Purchase Option Amount on the fair market value is hereby established at NOT TO EXCEED 25%of lessor's costTermination Date thereof.] 13
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Lessee's Purchase Option. If(I) With respect to each Lease Supplement, at the time the below described purchase option is exercised and at the commencement of any applicable Renewal Term, (i) no Event of Default shall have occurred and be continuing under any of the Leases, and (ii) the Lease of those Items of Equipment whose purchase is sought shall not have been earlier terminated, Lessee shall be entitled, at its optionoption at the end of the Basic Term and any Renewal Term (notwithstanding that Lessee may have previously agreed to renew this Lease for subsequent Renewal Terms), upon written notice to the Lessor as hereinafter provided, to purchase all, but not less than all, Items of Equipment then subject to such Leases, at the expiration of the initial Term of each such Lease Supplement for which Lessee has not opted to renew this Lease, orunless (i) a Default or Event of Default exists, as or (ii) this Lease shall have been earlier terminated. Such purchase shall be consummated, and the case may be, at Lessee shall pay the expiration of purchase price therefor to the then Renewal Term of each such Lease, for an amount, with respect to each of the Items of Equipment, payable Lessor in immediately available funds, on the Rent Payment Date specified in the Lessee's notice to the Lessor. The date of purchase shall be no earlier than the first anniversary of the Funding Date with respect to such Items of Equipment. The purchase price for each such Item shall be an amount (each, an "EBO Purchase Option Amount") equal to the fair market sales value thereof determined Unamortized Lease Balance for such Items of Equipment. In addition, the Lessee shall pay to the Lessor on the early buyout date, in accordance with Section 1(cimmediately available funds, (x) hereof, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income or similar taxes attributable to such sale), plus (y) the Make Whole Amount, if any, required to be paid under the terms of this Lease and any other Supplemental Payments then due and owing to the Lessor hereunder. The Lessor's sale of each of the Items Item of Equipment shall be on an "as-is, where-is is" basis, without any representation or warranty of any kind, express or implied, by, or recourse to, Lessorthe Lessor except that the Lessor shall warrant that each such Item of Equipment shall be returned free and clear of all Liens of the sort described in clause (d) of the definition of Permitted Liens. If the Lessee intends to exercise said purchase early buyout option, the Lessee shall give provide the Lessor with 180 days' prior written notice thereof. (II) In addition to Lessee's purchase option under clause (I) above, if either (x) this Lease is not construed as an operating lease for financial accounting purposes by Lessee's independent accountants or (y) any Required Alteration under Section 11 is reasonably determined by Lessee to be economically impractical, then, with respect to each Lease Supplement, the Lessee shall be entitled, upon not less than ninety (90) days prior written notice to the Lessor as hereinafter provided, to such effect at least 120 days prior to the expiration of the initial Term of the Lease of purchase all, but not less than all, Items of Equipment then subject to such Lease Supplement, unless (i) a Default or Event of Default exists, or (ii) this Lease shall have been earlier terminated. Such purchase shall be consummated, and the Lessee shall pay the purchase price therefor to the Lessor in immediately available funds, on the Business Day (the "Payment Date") specified in the Lessee's notice to the Lessor. The purchase price for each such Item shall be an amount (each, an "EBO Purchase Option Amount") equal to the Unamortized Lease Balance for such Items of Equipment as of the immediately preceding Rent Payment Date plus interest accrued thereon at the Applicable Rate from such preceding Rent Payment Date through such Payment Date. In addition, the Lessee shall pay to the Lessor on the Payment Date, in immediately available funds, (x) any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income or similar taxes attributable to such sale), plus (y) the Make Whole Amount, if any, required to be purchased whose initial Term first expires hereunder, or, if Lessee has renewed such Leases pursuant to Section 1(a) hereof, paid under the terms of this Lease and any other Supplemental Payments then at least 90 days prior to the expiration of the then current Renewal Term of the Lease whose Renewal Term first expires hereunder. If Lessee fails to give such written notice to Lessor as aforesaid, it shall be conclusively presumed that Lessee has elected not to exercise said purchase option due and Lessee shall be deemed to have no further rights hereunder or under any of the Leases to purchase any of the Items of Equipment. [Notwithstanding the provisions contained Section 1(c) hereof, the fair market value is hereby established at NOT TO EXCEED 25%of lessor's cost.] 13owing to
Appears in 1 contract
Samples: Equipment Leasing Agreement (Kansas City Power & Light Co)
Lessee's Purchase Option. IfProvided that Lessee has paid in full all rental then due hereunder and is not then in default, at any time after seven (7) years from the time date of the below described first rental payment of this Lease to the end of the primary term, Lessee shall have the option (the "Option") to purchase option is exercised and the Leased Premises, together with any improvements or fixtures located thereon. Lessee may exercise the Option by giving Lessor written notice of Lessee's election to exercise the Option. Within twenty (20) days after the date (the "Exercise Date") Lessee exercises the Option, Lessor shall, at Lessor's expense, deliver or cause to be delivered to Lessee the commencement following: (a) a title commitment (the "Title Commitment") setting forth the status of any applicable Renewal Termthe title to the Leased Premises, (ib) no Event of Default shall have occurred and be continuing under any two (2) current original signed surveys of the LeasesLeased Premises (the "Survey") with a certification reasonably acceptable to Lessee, and (iic) any reports or information regarding the Leased Premises in Lessor's possession. Lessee may object to any matters reflected by, or omitted in, any such items by giving Lessor written notice of such objection within fifteen (15) days after Lessee's receipt of all such items. Lessor may attempt to cure such objectionable matters within fifteen (15) days of the date of Lessee's notice. If Lessor fails to timely cure such objectionable matters, Lessee may (a) terminate the Option, in which event this Lease shall continue in full force and effect, or (b) elect to purchase the Leased Premises subject to the objectionable matters. The purchase price (the "Purchase Price") for the Leased Premises shall be Four Hundred Eighty-Five Thousand and No/100 Dollars ($485,000.00). If all obligations and conditions described above are satisfied, the closing (the "Closing") of those Items the purchase and sale of Equipment whose purchase is sought the Leased Premises shall not have been earlier terminatedoccur sixty (60) days after the Exercise Date. At the Closing, the matters described below shall occur. The performance or tender of performance of such matters are concurrent conditions and neither Lessor nor Lessee shall be entitledobligated to perform its obligations under this paragraph unless, at coincident therewith, the other party performs or tenders performance of its option, upon written notice to obligations under this paragraph. Lessor as hereinafter provided, to purchase all, but not less than all, Items of Equipment then subject to such Leases, shall perform the following at the expiration of the initial Term of each such Lease, or, as the case may be, at the expiration of the then Renewal Term of each such Lease, for an amount, with respect to each of the Items of Equipment, payable in immediately available funds, equal to the fair market sales value thereof determined in accordance with Section 1(c) hereof, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income taxes attributable to such sale). Lessor's sale of each of the Items of Equipment shall be on an as-is, where-is basis, without any representation or warranty of any kind, express or implied, by, or recourse to, Lessor. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 120 days prior to the expiration of the initial Term of the Lease of Items of Equipment to be purchased whose initial Term first expires hereunder, or, if Lessee has renewed such Leases pursuant to Section 1(a) hereof, then at least 90 days prior to the expiration of the then current Renewal Term of the Lease whose Renewal Term first expires hereunder. If Lessee fails to give such written notice to Lessor as aforesaid, it shall be conclusively presumed that Lessee has elected not to exercise said purchase option and Lessee shall be deemed to have no further rights hereunder or under any of the Leases to purchase any of the Items of Equipment. [Notwithstanding the provisions contained Section 1(c) hereof, the fair market value is hereby established at NOT TO EXCEED 25%of lessor's cost.] 13Closing:
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Lessee's Purchase Option. If, at the time the below described purchase option is exercised and at the commencement of any applicable Renewal Term, If (i) no Event of Default shall have occurred and be continuing under any of the Leasescontinuing, and (ii) the this Lease of those Items of Equipment whose purchase is sought shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to Lessor Lessor, as hereinafter provided, to purchase all, but not less than all, Items of Equipment then subject to such Leasesthis Lease, at on the date immediately following the date of the expiration of the initial Basic Term of each such Lease, Item of Equipment or, as the case may be, at the expiration of the then Renewal Term of each such LeaseItem of Equipment, for an amount, with respect to each of the Items Item of Equipment, payable in immediately available funds, equal to the fair market sales value thereof determined in accordance with Section 1(c29(c) hereof, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than gross or net income taxes attributable to such sale). Lessor's sale of each of the Items Item of Equipment shall be on an as-is, where-is basis, without any representation or warranty of any kind, express or implied, by, or recourse or warranty to, LessorLessor (except as to the absence of Liens granted or placed thereon by Lessor or any Assignee pursuant to Section 14(c)). If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 120 one hundred twenty (120) days prior to the expiration of the initial Basic Term of the Lease of Items Item(s) of Equipment to be purchased whose initial Basic Term first expires hereunder, or, if Lessee has renewed such Leases this Lease pursuant to Section 1(a29(a) hereof, then at least 90 one hundred twenty (120) days prior to the expiration of the then current Renewal Term of the Lease Item(s) of Equipment whose Renewal Basic Term first expires hereunder. If Lessee fails to give such written notice to Lessor as aforesaid, it Lessor shall be conclusively presumed entitled to presume that Lessee has elected not to exercise said purchase option, and, unless Lessor otherwise agrees in writing, each such Item of Equipment shall be returned to Lessor in accordance with the provisions of Section 6 hereof. Until each such Item has been so returned to Lessor (or if Lessee has exercised its said purchase option and but has failed, for whatever reason, to pay Lessor the purchase option amount on the payment date specified in the first sentence of this Section 29(b) with respect to any Item then until such payment has been made to Lessor), Lessee shall be deemed continue to have no further rights hereunder or under any pay Lessor the Basic Rent for each such Item as specified in the next to last sentence of the Leases to purchase any of the Items of Equipment. [Notwithstanding the provisions contained Section 1(c) 6 hereof, the fair market value is hereby established at NOT TO EXCEED 25%of lessor's cost.] 13
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