Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 5 contracts
Sources: Lease Agreement (Lam Research Corp), Lease Agreement (Lam Research Corp), Lease Agreement (Lam Research Corp)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the such Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the such Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) such Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the such Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each such Lessee's allocable portion of all Monthly Base Rent, all Supplemental Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the each Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 5 contracts
Sources: Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc), Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc), Master Motor Vehicle Operating Lease Agreement (Avis Rent a Car Inc)
Net Lease. This Lease shall constitute a net lease andTHIS OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee Lessees hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided in this Operating Lease, including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the such Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents with respect to any Series of Notes or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) such Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the such Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this This Operating Lease shall be noncancellable noncancelable by the any Lessee for any reason whatsoever and the and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided in this Operating Lease, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the each Lessee in this Operating Lease Balance and Break Even Price made by the Lessee hereunder shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 5 contracts
Sources: Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc), Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc), Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from any portion of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction of on or any Alterations; (m) the failure use of the Lessee to achieve Property or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxiii) any other occurrence whatsoever, whether similar cause or dissimilar to the foregoingcircumstances, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek continue unaffected unless such obligations shall have been modified or have terminated in accordance with an express provision of this Lease. Nothing contained herein is intended to obviate or otherwise diminish any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation may have to pay Basic Rentbring an action, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy either at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a equity, to remedy any breach by the Lessor of its the Lessor's obligations under this Lease or the other Operative Documentshereunder.
Appears in 4 contracts
Sources: Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc), Lease Agreement (Brookdale Living Communities Inc)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee Lessees hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the such Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) such Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the such Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this This Operating Lease shall be noncancellable noncancelable by the any Lessee for any reason whatsoever and the and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment All covenants and agreements of the Lease Balance and Break Even Price made by the Lessee hereunder Lessees herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 4 contracts
Sources: Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc), Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc), Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Net Lease. This It is the intention of the parties hereto that this Lease is and shall be treated as a triple net lease. Any present or future law to the contrary notwithstanding, this Lease shall constitute a net lease and, notwithstanding not terminate (except as expressly provided in paragraph 4(a)) nor shall Tenant be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction (except as expressly provided in paragraph 6(b) hereof), setoff, counterclaim, or reduction defense with respect to the rent, nor shall the obligations of Tenant hereunder be affected by reason of: any damage to or destruction of the Premises or any part thereof; any taking of any kindPremises or any part thereof or interest therein by Condemnation or otherwise (except as expressly provided in paragraph 6(b) hereof); any prohibition, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities limitation, restriction or prevention of Tenant's use, occupancy or enjoyment of the Lessee hereunder shallPremises or any part thereof, or any interference with such use, occupancy or enjoyment by any person or for any other reason; any title defect or encumbrance or any matter affecting title to the fullest extent permitted Premises or any part thereof; any eviction by Applicable Lawsparamount title or otherwise; any default by Landlord hereunder; any proceeding relating to Landlord; the impossibility or illegality of performance by Landlord, in no way be released, discharged Tenant or otherwise affected for both; any reason (other than the indefeasible payment action of governmental authority; any breach of warranty or performance in full of such liability or obligation) including: (a) misrepresentation; any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Premises or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth The parties intend that the obligations of Tenant hereunder shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations shall have been modified or terminated in Article XIII or Section 20.1 accordance with an express provision of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 4 contracts
Sources: Lease Agreement (CNL American Properties Fund Inc), Lease Agreement (Roadhouse Grill Inc), Lease Agreement (CNL Hospitality Properties Inc)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH GROUP IV LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Group IV Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of such Group IV Lessee to reject Group IV Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group IV Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group IV Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group IV Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof in, or any Lien on such on, title or rights or on to the Leased Property Group IV Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of any Group IV Lessee or by the Group IV Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the any Group IV Lessee, the Group IV Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the any Group IV Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Group IV Lessor; (hviii) any failure on the part of the Group IV Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Operating Lease or any provision hereof or any of the other Operative Group IV Related Documents or any provision of thereof, in each case whether against or by any thereofGroup IV Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) Group IV Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup IV Vehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the any Group IV Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable, in each case subject to applicable law. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Operating Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Group IV Lessees and, except as expressly provided herein, each Group IV Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the such Group IV Lessee hereunder. All payments by a Group IV Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Group IV Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Group IV Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Group IV Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 3 contracts
Sources: Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp), Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp), Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, Supplemental RentSETOFF, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimCOUNTERCLAIM, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 3 contracts
Sources: Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Global Holdings Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Hertz Corp)
Net Lease. This Lease shall constitute a net lease andlease. Any present or --------- future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from any portion of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or ----------- of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction of on or any Alterations; (m) the failure use of the Lessee to achieve Property or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxiii) any other occurrence whatsoever, whether similar cause or dissimilar to the foregoingcircumstances, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek continue unaffected unless such obligations shall have been modified or have terminated in accordance with an express provision of this Lease. Nothing contained herein is intended to obviate or otherwise diminish any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation may have to pay Basic Rentbring an action, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy either at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a equity, to remedy any breach by the Lessor of its the Lessor's obligations under this Lease or the other Operative Documentshereunder.
Appears in 3 contracts
Sources: Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc)
Net Lease. This Facility Lease shall constitute is a "net lease andlease." The Facility Lessee's obligation to make all Rent payments payable hereunder (and all amounts, notwithstanding any other provision including Termination Value, following termination of this Facility Lease) shall be absolute and unconditional under any and all circumstances, it is intended that Basic Rentand shall not be terminated, Supplemental Rentextinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the OP Guarantor, the Lease Balance and all Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee or any other amounts due and payable under the Operative Documents shall be paid Person, including, without counterclaimlimitation, setoff, deduction or defense any claim as a result of any kind and without abatement, suspension, deferment, diminution or reduction breach by any of said parties of any kindcovenant or provision in this Facility Lease or any other Operative Document, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities (ii) any lack or invalidity of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged title or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof, (iii) any loss or destruction of, or damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility, the Facility Site, any Component, or any other portion of the Undivided Interest by any Governmental Authority or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Leased Property or any portion thereof Facility Lessee to comply with all Applicable Laws including any inability to occupy or use the Leased Property Requirement of Law, (viii) any Event of Force Majeure or any portion thereof by reason frustration of such non-compliance; purpose, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss(x) any insolvency, contamination of bankruptcy, reorganization or Release from similar proceeding by or destruction of against the Facility Lessee or any requisition or taking other Person, (xi) any Lien of any Person with respect to the Facility, the Facility Site, any Component, any other portion of the Leased Property Undivided Interest or any portion thereof including eviction; part thereof, (cxii) any restrictionprohibition, prevention limitation or curtailment restriction of or interference with any the Facility Lessee's use of the Leased Property all or any portion thereof, including eviction; (d) any defect in title to or rights to part of the Leased Property Facility or any portion thereof or any Lien on interest therein or the interference with such title use by any Person, (xiii) the termination or rights or on loss of the Leased Property Facility or any portion thereof; , any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (exiv) the existence of any Lien with respect to the Facility or any act or circumstance that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (xv) any changebreach, waiver, extension, indulgence default or other action or omission or breach in respect of any obligation or liability of or misrepresentation by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Lessor or any other Person, or any action taken with respect to this Person under the Facility Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents Documents, PROVIDED THAT the Facility Lessee reserves its rights with respect to any breach, default or misrepresentation by the Owner Lessor or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; Person or (nxvi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that Allocated Rent shall continue to accrue and all Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in Article XIII or Section 20.1 lieu of Basic Lease Rent, following termination of this Facility Lease, this Lease shall be noncancellable ) payable by the Facility Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Allocated Rent, Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in lieu of Basic Lease Rent, following termination of this Facility Lease) shall not be subject to any abatement and the accrual and payment thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Facility Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsRequirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease with respect to the Undivided Interest except in accordance with SECTIONS 10, 13, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder14. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Facility Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsRequirements of Law, (x) that Allocated Rent shall continue to accrue and (y) to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Lease Rent, Renewal Rent payment (including the and all Supplemental Lease Balance and any other amount Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder Nothing contained herein shall be final and, absent manifest error in construed to waive any claim which the computation Facility Lessee might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, the Lessee may, notwithstanding any other provision right of the Operative Documents (other than Section 8.11 of Facility Lessee to make any claim it might have against the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsFacility Lessee shall deem appropriate.
Appears in 3 contracts
Sources: Facility Lease Agreement (Eme Homer City Generation Lp), Facility Lease Agreement (Eme Homer City Generation Lp), Facility Lease Agreement (Eme Homer City Generation Lp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 3 contracts
Sources: Lease Agreement (Convergys Corp), Lease Agreement (Centennial Healthcare Corp), Lease Agreement (Sunrise Assisted Living Inc)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 3 contracts
Sources: Lease Agreement (Rf Micro Devices Inc), Lease Agreement (Rf Micro Devices Inc), Lease Agreement (Performance Food Group Co)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE’S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, Supplemental RentSETOFF, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimCOUNTERCLAIM, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property ZVF Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property ZVF Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property ZVF Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property ZVF Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementZVF Vehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 3 contracts
Sources: Master Motor Vehicle Operating Lease and Servicing Agreement, Master Motor Vehicle Operating Lease and Servicing Agreement (Zipcar Inc), Master Motor Vehicle Operating Lease and Servicing Agreement (Zipcar Inc)
Net Lease. This Lease shall constitute a net lease andTHE GROUP IV FINANCING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH GROUP IV LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Group IV Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of such Group IV Lessee to reject Group IV Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group IV Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group IV Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group IV Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof in, or any Lien on such on, title or rights or on to the Leased Property Group IV Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of any Group IV Lessee or by the Group IV Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the any Group IV Lessee, the Group IV Lessor or any other Person, or any action taken with respect to this the Group IV Financing Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the any Group IV Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Group IV Lessor; (hviii) any failure on the part of the Group IV Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Group IV Financing Lease or any provision hereof or any of the other Operative Group IV Related Documents or any provision of thereof, in each case whether against or by any thereofGroup IV Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) Group IV Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup IV Vehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the any Group IV Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable, in each case subject to applicable law. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Group IV Financing Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Group IV Lessees and, except as expressly provided herein, each Group IV Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Group IV Financing Lease, or to any diminution, abatement diminution or reduction of Rent payable by the such Group IV Lessee hereunder. All payments by a Group IV Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Group IV Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Group IV Financing Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Group IV Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Group IV Financing Lease as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Group IV Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 3 contracts
Sources: Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp), Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp), Master Motor Vehicle Lease and Servicing Agreement (Anc Rental Corp)
Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect THIS FACILITY LEASE IS A NET LEASE AND LESSEE'S OBLIGATION TO PAY ALL RENT, THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE PURCHASE PRICE SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE PURCHASE PRICE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE PURCHASE PRICE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE, EXCEPT FOR THE DAMAGES AMOUNTS, ADJUSTMENTS AND TERMINATION PROVISIONS SPECIFICALLY PROVIDED IN THIS FACILITY LEASE.
(b) Except as otherwise expressly provided herein and by performance of the obligations in connection herewith, this Facility Lease shall not terminate, nor shall the obligations of Lessee be otherwise affected:
(i) by reason of the condition, merchantability, design, constructionquality, quality or fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Leased Property Facility or any portion thereofthe Port Washington Facility, however caused, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property Facility or any portion part thereof by reason of any such non-compliance; defect;
(bii) by the taking or requisitioning of any damage toor all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, contamination of or Release from or destruction of the Leased Facility or the Port Washington Facility or any requisition part thereof;
(iii) by the invalidity or taking unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document;
(iv) by the attachment of any Lien of any third party to any or all of the Leased Property Facility or the Port Washington Facility;
(v) by any prohibition or restriction of or interference with Lessee's use of any or all of the Leased Facility or the Port Washington Facility by any Person (other than Lessor or a Person rightly claiming through Lessor);
(vi) by the insolvency of or the commencement by or against Lessor or any portion thereof including eviction; party to a Lease Document of any bankruptcy, reorganization or similar proceeding;
(cvii) by any restriction, prevention or curtailment of or interference with any use of the Leased Property Facility or any portion part thereof, including eviction; ;
(dviii) by any defect in title to or rights to the Leased Property Facility or any portion thereof the Port Washington Facility or any Lien on such title or rights or on to the Leased Property Facility or any portion thereof; the Port Washington Facility;
(eix) by any change, waiver, extension, extension or indulgence or other action or omission or breach in respect of by any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating Person party to the LesseeLease Documents except to the extent provided in such change, the Lessor waiver, extension or any other Person, or any action taken with respect to this Lease indulgence;
(x) by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including any vendor, manufacturer or contractor of or for the Lessor Leased Facility or the Port Washington Facility;
(xi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any Indemnitee arising from provision hereof or any of the circumstances set forth in other Lease Documents or any provision thereof;
(xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this sentence Facility Lease or any other Lease Document to which either is a party;
(but will not constitute a waiver of such claim); (hxiii) by any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Facility Lease or any provision hereof or other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 6.1);
(xiv) by any of the other Operative Documents or any provision action of any thereof; Governmental Authority;
(jxv) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency claim for infringement or other Authorityliability resulting from any patent, trademark, copyright or other intellectual property rights; or
(lxvi) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future Law to the Lessee shall have notice or knowledge of any contrary notwithstanding.
(c) It is the intention of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 Parties that all payments of this LeaseRent, this Lease the Termination Value and the Fair Market Value Purchase Price payable by Lessee hereunder shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives payable in all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and events in the manner that such payment would and at the times herein provided unless Lessee's obligations in respect thereof shall have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in partmodified pursuant to the express provisions of this Facility Lease. Each payment of Rent including any payment of Rent, the Lease Balance Termination Value and Break Even the Fair Market Value Purchase Price made by the Lessee hereunder shall be final andfinal, absent manifest error in the computation of the amount thereof, the and Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility except as expressly provided in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverthis Facility Lease. Without affecting the Lessee’s 's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance Termination Value and/or the Fair Market Value Purchase Price, as the case may be, and subject in all other amounts due respects to Sections 7.3, 17.3 and payable under the Operative Documents or to perform 22.15, Lessee may exercise its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy remedies at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its respective obligations under this Facility Lease in accordance with Section 17.2(b). Lessor shall be under no obligation to marshal any assets in favor of Lessee or against or in payment of any or all Rent, the Termination Value or the Fair Market Value Purchase Price. The Parties intend that the obligations of Lessee under this Facility Lease shall be covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative DocumentsLease Document and the obligations of Lessee under this Facility Lease shall continue unaffected unless such obligations have been modified or terminated in accordance with an express provision of this Facility Lease.
Appears in 2 contracts
Sources: Facility Lease Agreement (Wisconsin Electric Power Co), Facility Lease Agreement (Wisconsin Electric Power Co)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject vehicles pursuant to Section 2.2 hereof) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the relevant Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the relevant Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the relevant Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the relevant Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, relevant Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the relevant Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Rent payable by the each Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the each Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 2 contracts
Sources: Motor Vehicle Lease Agreement (Team Rental Group Inc), Master Motor Vehicle Lease Agreement (Team Rental Group Inc)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from any portion of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by Lessor of its obligations set forth in Sections 2.1 and 33.11 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction of on or any Alterations; (m) the failure use of the Lessee to achieve Property or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxiii) any other occurrence whatsoever, whether similar cause or dissimilar to the foregoingcircumstances, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek continue unaffected unless such obligations shall have been modified or have terminated in accordance with an express provision of this Lease. Nothing contained herein is intended to obviate or otherwise diminish any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation may have to pay Basic Rentbring an action, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy either at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a equity, to remedy any breach by the Lessor of its the Lessor's obligations under this Lease or the other Operative Documentshereunder.
Appears in 2 contracts
Sources: Lease Agreement (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc)
Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect THIS FACILITY LEASE IS A NET LEASE AND LESSEE’S OBLIGATION TO PAY ALL RENT, THE TERMINATION VALUE AND/OR THE FAIR MARKET VALUE SHALL BE ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT OR REDUCTION OF RENT, THE TERMINATION VALUE OR THE FAIR MARKET VALUE OR ANY SETOFF AGAINST RENT, THE TERMINATION VALUE, THE FAIR MARKET VALUE, INDEMNITY OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR OR ANY OTHER PERSON, OR OTHERWISE.
(b) Except as otherwise expressly provided herein and by performance of the obligations in connection herewith, this Facility Lease shall not terminate, nor shall the obligations of Lessee be otherwise affected:
(i) by reason of the condition, merchantability, design, constructionquality, quality or fitness for use use, any defect in or damage to, loss of possession or use, obsolescence or destruction of any or all of the Leased Property or any portion thereofFacility, however caused, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property Facility or any portion part thereof by reason of any such non-compliance; defect;
(bii) by the taking or requisitioning of any damage toor all of the Leased Facility by condemnation or otherwise or by any removal, abandonment, salvage, loss, contamination of or Release from or destruction of the Leased Facility or any requisition part thereof;
(iii) by the invalidity or taking unenforceability or lack of due authorization by any Person to any Lease Document or other infirmity of this Facility Lease or any other Lease Document;
(iv) by the attachment of any Lien of any third party to any or all of the Leased Property Facility;
(v) by any prohibition or restriction of or interference with Lessee’s use of any or all of the Leased Facility by any Person (other than Lessor or Person claiming through Lessor);
(vi) by the insolvency of or the commencement by or against Lessor or any portion thereof including eviction; Person party to a Lease Document of any bankruptcy, reorganization or similar proceeding;
(cvii) by any restriction, prevention or curtailment of or interference with any use of the Leased Property Facility or any portion part thereof, including eviction; ;
(dviii) by any defect in title to or rights to the Leased Property or any portion thereof Facility or any Lien on such title or rights or on to the Leased Property or any portion thereof; Facility;
(eix) by any change, waiver, extension, extension or indulgence or other action or omission or breach in respect of by any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating Person party to the LesseeLease Documents except to the extent provided in such change, the Lessor waiver, extension or any other Person, or any action taken with respect to this Lease indulgence;
(x) by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including any vendor, manufacturer or contractor of or for the Lessor Leased Facility;
(xi) by any invalidity, unenforceability, illegality or disaffirmance of this Facility Lease against or by Lessee or any Indemnitee arising from provision hereof or any of the circumstances set forth in other Lease Documents or any provision thereof;
(xii) by the impossibility or illegality of performance by Lessee, Lessor or both under this sentence Facility Lease or any other Lease Document to which either is a party;
(but will not constitute a waiver of such claim); (hxiii) by any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Facility Lease or any provision hereof or other Lease Document (other than performance by Lessor of its obligations under and in accordance with Section 2.7);
(xiv) by any of the other Operative Documents or any provision action of any thereof; Governmental Authority;
(jxv) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency claim for infringement or other Authorityliability resulting from any patent, trademark, copyright or other intellectual property rights; or
(lxvi) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law to the Lessee shall have notice or knowledge of any contrary notwithstanding.
(c) It is the intention of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 Parties that all payments of this LeaseRent, this Lease the Termination Value and the Fair Market Value payable by Lessee hereunder shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives payable in all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and events in the manner that such payment would and at the times herein provided unless Lessee’s obligations in respect thereof shall have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in partmodified pursuant to the express provisions of this Facility Lease. Each payment of Rent including any payment of Rent, the Lease Balance Termination Value and Break Even Price made the Fair Market Value by the Lessee hereunder shall be final andfinal, absent manifest error in the computation of the amount thereof, the and Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverLessor. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance Termination Value and/or the Fair Market Value, as the case may be, and subject in all other amounts due respects to Sections 5.3, 15.3(b) and payable under the Operative Documents or to perform 22.15, Lessee may exercise its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy remedies at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its respective obligations of this Facility Lease in accordance with Section 15.2(b). Lessor shall be under no obligation to marshal any assets in favor of Lessee or against or in payment of any or all Rent, the Termination Value or the Fair Market Value. The Parties intend that the obligations of Lessee under this Facility Lease shall be covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Lease Document and the other Operative Documentsobligations of Lessee under this Facility Lease shall continue unaffected unless such obligations have been modified or terminated in accordance with an express provision of this Facility Lease.
Appears in 2 contracts
Sources: Facility Lease Agreement (Mge Energy Inc), Facility Lease Agreement (Madison Gas & Electric Co)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE'S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of the Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Monthly Base Rent payment (including the Lease Balance payment, all Supplemental Rent and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 2 contracts
Sources: Master Motor Vehicle Finance Lease Agreement (Avis Rent a Car Inc), Master Motor Vehicle Finance Lease Agreement (Avis Rent a Car Inc)
Net Lease. This Facility Lease shall constitute is a "net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, lease" and the Facility Lessee’s 's obligation to pay all such Rent, including Periodic Lease Rent and Renewal Lease Rent payable hereunder (and all amounts, including Termination Value (or amounts throughout computed by reference thereto), in lieu of Periodic Lease Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall be absolute and unconditional under any and all circumstances and shall not be terminated, extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, Equity Investor, the Lease Term is absolute and unconditional. The obligations and liabilities Indenture Trustee, any of their respective Affiliates, the Lessee hereunder shallPass Through Trustees or any other Person, to the fullest extent permitted including any claim as a result of any breach by Applicable Lawsany of said parties of any covenant or provision in this Facility Lease or any other Operative Document, in no way be released, discharged (ii) any lack or otherwise affected for any reason (other than the indefeasible payment invalidity of title or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component or any portion of either thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component or any portion of either thereof, any other portion of the Facility, or any part thereof, (iii) any loss or destruction of, or damage to, the Facility or any Component or any portion of either thereof or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility Site, the Facility, any Component or any portion of either thereof by any Governmental Entity or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component or any portion of either thereof for any particular use, whether or not due to any failure of the Leased Property or any portion thereof Facility Lessee to comply with all any Applicable Laws including Law, (viii) any inability to occupy or use the Leased Property event of "force majeure" or any portion thereof by reason of such non-compliance; frustration, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (cx) any restrictioninsolvency, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Facility Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Lease by any trustee or receiver of the LesseeFacility Site, the Lessor Facility, any Component or any other Personportion of either thereof or any part thereof, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that all Rent, including all Periodic Lease Rent and Renewal Lease Rent (and all amounts, including Termination Value, in Article XIII lieu of Periodic Lease Rent or Section 20.1 Renewal Lease Rent following termination of this Lease, this Facility Lease shall be noncancellable in whole or in part) payable by the Facility Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Rent, including Periodic Lease Rent or Renewal Lease Rent and all amounts, including Termination Value (or amounts computed by reference thereto), in lieu of Periodic Lease Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall not be subject to any abatement and the payments thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Facility Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsLaw, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease with respect to the Facility or any Unit except in accordance with Sections 10, 13, 14 or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder15. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Facility Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsLaw, to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Periodic Lease Rent payment (including the or, in connection with a termination of a Renewal Lease Balance Term, Renewal Lease Rent) and any other amount all Supplemental Lease Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder Nothing contained herein shall be final and, absent manifest error in construed to waive any claim which the computation Facility Lessee might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, the Lessee may, notwithstanding any other provision right of the Operative Documents (other than Section 8.11 of Facility Lessee to make any claim it might have against the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsFacility Lessee shall deem appropriate.
Appears in 2 contracts
Sources: Facility Lease Agreement (Dynegy Danskammer LLC), Participation Agreement (Dynegy Danskammer LLC)
Net Lease. This Facility Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended and the Lessee hereby acknowledges and agrees that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and (a) the Lessee’s obligation to pay all such amounts throughout Rent hereunder shall be absolute, unconditional and irrevocable, (b) the Lease Term is absolute and unconditional. The obligations and liabilities rights of the Lessor to such Rents shall be absolute, unconditional and irrevocable, and (c) neither the Lessee’s obligation to pay Rent hereunder nor the rights of the Lessor to receive such Rent shall be affected by any circumstances of any character, including, without limitation, (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee hereunder shallmay have against the Lessor, to the fullest extent permitted by Applicable LawsOwner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Issuing Bank, any Loan Participant, SMEPA, any vendor or manufacturer of any equipment or assets included in no way be releasedthe Undivided Interest, discharged Unit 1, the Plant, any Capital Improvement, the Plant Site, or otherwise affected any part of any thereof, or any other Person for any reason whatsoever, (other than the indefeasible payment or performance in full of such liability or obligation) including: (aii) any defect in or failure of the conditiontitle, merchantability, condition, design, constructioncompliance with specifications, quality operation or fitness for use of the Leased Property all or any portion thereof, or any failure part of the Leased Property Undivided Interest, Unit 1, the Plant, any Capital Improvement or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; Plant Site, (biii) any damage to, or removal, abandonment, decommissioning, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, contamination of or Release from theft or destruction of all or any requisition or taking part of the Leased Property Undivided Interest, Unit 1, the Plant, any Capital Improvement or the Plant Site or any portion interference, interruption or cessation in the use or possession thereof including eviction; or of the Undivided Interest by the Lessee or by any other Person (cincluding, but without limitation, SMEPA) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Leased Property all or any portion thereofpart of the Undivided Interest, including eviction; Unit 1, the Plant, any Capital Improvement or the Plant Site, (dv) any defect in title to or rights to the Leased Property or maximum extent permitted by law, any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, SMEPA, any Issuing Bank or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements, the Reimbursement Agreement, or any action taken with respect other instrument referred to this Lease by herein or therein or any trustee other infirmity herein or receiver therein or any lack of right, power or authority of the Lessor, the Lessee, the Lessor Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, any Issuing Bank or any other Person to enter into this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements or the Reimbursement Agreement or to perform the obligations hereunder or thereunder or the transactions contemplated hereby or thereby, or any doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee’s obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which it bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that it does not receive such benefit, (vii) the breach or failure of any warranty or representation made in this Facility Lease or any other Transaction Document or any Financing Document or the Reimbursement Agreement by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, any Loan Participant, any Issuing Bank or any other Person, or by any court, in any such proceeding; (gviii) any claim that the Lessee has amendment or might have against any Personother change of, including the Lessor or any Indemnitee arising from any assignment of the circumstances set forth in rights under, this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Facility Lease, any other Operative Document Transaction Document, any Financing Document, the Plant Agreements, or any waiver, action or inaction under or in respect of this Facility Lease, any other Transaction Document, any Financing Document, the Plant Agreements, or any exercise or non-exercise of any right or remedy under this Facility Lease, any other agreement Transaction Document, any Financing Document, the Plant Agreements or the Reimbursement Agreement, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, the Collateral Trust Indenture or this Facility Lease, or the sale of the Undivided Interest, Unit 1, the Plant, any Capital Improvement or the Plant Site or any part thereof or any interest therein or (ix) any other circumstance or happening whatsoever whether or not related similar to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee acknowledges that by conveying the leasehold estate created by this Facility Lease to the Lessee and by putting the Lessee in Article XIII or Section 20.1 possession of the Undivided Interest and subleasing to the Lessee the Ground Lease Property, the Lessor has performed all of the Lessor’s obligations under and in respect of this Facility Lease, this Lease shall be noncancellable by except the covenant contained in Section 6(a). The Lessee for any reason whatsoever and the Lesseehereby waives, to the fullest extent permitted by Applicable LawsLaw, waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Lease, Facility Lease or to effect or claim any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder, except in accordance with the express terms hereof. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shallnonetheless agrees, unless prohibited to the maximum extent permitted by Applicable Lawslaw, to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be or other Person entitled thereto) a compensation in thereto an amount equal to each installment of Basic Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) all Supplemental Rent at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto other Person for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management whatsoever except with respect to overpayments of the Leased Property and the Lessor shall have no responsibility Rent in respect thereof of which the Lessee is entitled to reimbursement under Section 3(f). All covenants, agreements and shall have no liability for damage to the Leased Property or the property relating thereto undertakings of the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any residual value in the Undivided Interest or as a guaranty of the Notes or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsBonds.
Appears in 2 contracts
Sources: Facility Lease (Entergy New Orleans, LLC), Facility Lease (Entergy New Orleans, LLC)
Net Lease. This Lease Agreement shall constitute be a net lease andlease, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and Funding LP’s obligations to pay all other amounts due and payable under the Operative Documents Rent hereunder shall be paid without counterclaimabsolute and unconditional, and shall not be subject to any abatement, setoff, counterclaim, deduction or defense of reduction for any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalreason whatsoever. The obligations and liabilities of the Lessee Funding LP hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) reason, including: , without limitation:
(a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; ;
(b) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of curtailment of or interference with any requisition or taking use of the Leased Property Vehicles or any portion thereof including eviction; part thereof;
(c) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; ;
(d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; ;
(e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Funding LP or by the Lessor; Rental ULC;
(f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the LesseeFunding LP, the Lessor Rental ULC or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; ;
(g) any claim that the Lessee Funding LP has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); including, without limitation, Rental ULC;
(h) any failure on the part of the Lessor Funding LP or Rental ULC to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transaction; agreement;
(i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Transaction Documents or any provision of any thereof; , in each case whether against or by Funding LP or otherwise;
(j) any insurance premiums payable by Funding LP with respect to the impossibility of performance by the Lessee, the Lessor or bothLeased Vehicles; or
(k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee Funding LP shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the LesseeFunding LP and, except as expressly provided herein, Funding LP, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Rent payable by Funding LP hereunder. All payments by Funding LP made hereunder shall be final (except to the Lessee hereunderextent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, Funding LP shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, Funding LP shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder Funding LP herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 2 contracts
Sources: Master Motor Vehicle Lease Agreement (Avis Budget Group, Inc.), Master Motor Vehicle Lease Agreement (Avis Budget Group, Inc.)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Vehicles pursuant to Section 2.2 hereof) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) reason, including, without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of such Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the such Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the such Lessee has or might have against any Person, including including, without limitation, the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or any other Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (jx) any insurance premiums payable by such Lessee with respect to the impossibility of performance by the Lessee, the Lessor or bothVehicles; (kxi) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of a Permitted Sublessee to perform its obligations under the Lessee Sublease to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementwhich it is a party; or (nxii) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the such Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, each Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each such Lessee’s allocable portion of all Monthly Base Rent, all Supplemental Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the each Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 2 contracts
Sources: Master Motor Vehicle Finance Lease Agreement, Master Motor Vehicle Finance Lease Agreement (Avis Budget Group, Inc.)
Net Lease. This Lease shall constitute The Sublease is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lesseelease. Sublessee’s obligation to pay Basic Rent and to perform all such amounts throughout of its other obligations under the Lease Term Sublease is absolute and unconditional. The obligations unconditional no matter what happens and liabilities no matter how fundamental or unforeseen the event, including any of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: following:
(a) any defect in right of set-off, counterclaim, recoupment, defense or other right which either party to the conditionSublease may have against the other (including any right of reimbursement) or which Sublessee may have against any Manufacturer, merchantability, design, construction, quality any manufacturer or fitness for use seller of the Leased Property or any portion thereofPerson providing services with respect to the Aircraft, any Engine or any failure of the Leased Property Part or any portion thereof to comply with all Applicable Laws including other Person, for any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; whatsoever;
(b) any damage tounavailability of the Aircraft following the Delivery Date for any reason, abandonment, loss, contamination including a requisition of the Aircraft or any prohibition or interruption of or Release from interference with or destruction of other restriction against Sublessee’s use, operation or any requisition or taking possession of the Leased Property Aircraft (whether or any portion thereof including eviction; not the same would, but for this provision, result in the termination of the Sublease by operation of Law);
(c) any restrictionlack or invalidity of title or any other defect in title, prevention airworthiness, merchantability, fitness for any purpose, condition, design, or curtailment operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Total Loss in respect of or interference with any use of damage to the Leased Property or any portion thereof, including eviction; Aircraft;
(d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation or other like similar proceedings relating to the Lesseeby or against Head Lessor, the Lessor Sublessor, Sublessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; ;
(g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (ie) any invalidity or unenforceability or disaffirmance against lack of due authorization of, or by other defect in, the Lessee of this Head Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; Sublease;
(j) the impossibility of performance by the Lessee, the Lessor or both; (kf) any action by any court, administrative agency Liens or other AuthorityTaxes; and/or
(l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (ng) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Sublessee under the Sublease. Sublessee acknowledges and agrees that it has inspected and accepted the Aircraft, whether similar and that Sublessor is not a manufacturer of or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any dealer in aircraft and that Sublessor has all of the foregoingrights and benefits of a lessor under a lease to which Section 2A-407 of the Uniform Commercial Code of the State of New York applies as provided in such Section 2A-407. Except as specifically expressly set forth elsewhere in Article XIII the Sublease, Sublessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or Section 20.1 which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, ▇▇▇▇▇, cancel, quit, reduce, defer, suspend or surrender the Sublease or the Aircraft or any obligation imposed upon Sublessee under the Sublease (including payment of this Lease, this Lease Basic Rent). Each payment of Basic Rent made by Sublessee shall be noncancellable by the Lessee final. Sublessee will not seek to recover all or any part of any payment of Basic Rent for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderexcept manifest error. If for any reason whatsoever this Lease the Sublease shall be terminated or amended in whole or in part by operation of law or otherwiseLaw, except as expressly specifically provided in Article XIII the Sublease, Sublessor waives all rights (if any) to demand return and surrender of the Aircraft and Sublessee waives all rights (if any) to any termination or Section 20.1 of this Lease, diminution in its Basic Rent obligations under the Lessee shall, unless prohibited by Applicable Laws, Sublease and nonetheless agrees to pay to the Lessor (orSublessor, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Basic Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment payments would have become due and payable under in accordance with the terms of this Lease if it the Sublease had the Sublease not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance part and Break Even Price so long as such payments are made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due terms and payable under conditions of the Operative Documents or Sublease are complied with by Sublessee, Sublessor and Sublessee will deem the Sublease to perform its remain in full force and effect and Sublessee shall continue in possession of the Aircraft and Sublessor and Sublessee will continue to have the same rights and obligations under the Operative Documents, the Lessee may, notwithstanding any other provision terms and conditions of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsSublease.
Appears in 2 contracts
Sources: Air Transportation Services Agreement (Sun Country Airlines Holdings, Inc.), Air Transportation Services Agreement (Sun Country Airlines Holdings, Inc.)
Net Lease. This Project Lease shall constitute is a "net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, lease" and the Lessee’s 's obligation to pay all such amounts throughout Rent, including Periodic Lease Rent, Renewal Lease Rent and Supplemental Rent payable hereunder, (and the Lease Term is accrual of Allocated Rent) shall be absolute and unconditional. The obligations unconditional under any and liabilities all circumstances and shall not be terminated, extinguished, diminished, lost, setoff (except as expressly provided herein) or otherwise impaired by any circumstance of any character, including by (i) any claim, setoff, counterclaim, recoupment, defense or other right which the Lessee hereunder shallmay have against the Owner Lessor, to the fullest extent permitted Equity Investor, the Indenture Trustee, any of their respective Affiliates or any other Person, including any claim as a result of any breach by Applicable Lawsany of said parties of any covenant or provision in this Project Lease or any other Operative Document, in no way be released, discharged (ii) any lack or otherwise affected for any reason (other than the indefeasible payment invalidity of title or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Project or any Component or any portion of any thereof, or any failure eviction by paramount title or otherwise, or any unavailability of the Leased Property Project, the Lessee's interest in the Geothermal Resource, the Project Site, any Component or any portion of either thereof, any other portion of the Project, or any part thereof, (iii) any loss, theft or destruction of, or damage to, the Project or any Component or any portion of any thereof or interruption or cessation in the use or possession thereof or any part thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to comply with all Applicable Laws including any inability to occupy or use of the Leased Property Project Site, the Project, the Lessee's interest in the Geothermal Resource, any Component or any portion thereof by reason any Governmental Entity or otherwise, (v) the invalidity or unenforceability (or allegation of such non-compliance; invalidity or unenforceability) or lack of due authorization or other infirmity of this Project Lease or any other Operative Document, (bvi) the lack of right, power or authority of the Owner Lessor to enter into this Project Lease or any other Operative Document, (vii) any damage to, abandonment, loss, contamination ineligibility of or Release from or destruction of the Project or any requisition or taking of the Leased Property Component or any portion of any thereof including eviction; for any particular use, whether or not due to any failure of the Lessee to comply with any Applicable Law, (cviii) any restrictionevent of "force majeure" or any frustration of purpose, prevention (ix) any legal requirement similar or curtailment dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Lessee or any other Person, (xi) any Lien of or interference any Person with respect to the Project Site, the Project, any use of the Leased Property Component or any portion of any thereof or any part thereof, including eviction; (dxii) any defect in title to prohibition, limitation or rights to restriction of Lessee's use of all or any part of the Leased Property Project, the Project Site or any portion thereof or any Lien on interest therein or the interference with such title use by any Person, (xiii) the termination or rights or on loss of the Leased Property Project Site or any portion thereof; , any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Project is located, attached or appurtenant or in connection with which any portion of the Project is used or otherwise affects or may affect the Project or any right thereto, (exiv) any changedefect in the title to, waiver, extension, indulgence or other action or omission or breach in respect the existence of any obligation Lien with respect to the Project or liability any act of circumstances that may constitute an eviction or by the Lessor; constructive eviction, failure of consideration or commercial frustration of purpose, (fxv) any bankruptcybreach, insolvency, reorganization, composition, adjustment, dissolution, liquidation default or other like proceedings relating to the Lessee, the misrepresentation by Owner Lessor or any other Person, or any action taken with respect to Person under this Project Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents, (xvi) any failure, omission or delay on the part of any Person to exercise any right, power or remedy under any Operative Document, (xvii) the taking or omission of any of the actions referred to in any of the Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxviii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding; except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Leaseparties hereto that all Rent, this including all Periodic Lease Rent, Renewal Lease Rent and Supplemental Rent payable hereunder, shall continue to be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder, and Allocated Rent shall continue to accrue in each case and in all events in the manner and at times provided for herein. Such Rent, including Periodic Lease Rent or Renewal Lease Rent and Supplemental Lease Rent shall not be subject to any abatement and the payments thereof shall not be subject to any setoff or reduction for any reason whatsoever, including any present or future claims of the Lessee or any other Person against the Owner Lessor or any other Person under this Project Lease or otherwise. To the extent permitted by Applicable Law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Project Lease except in accordance with Section 10, 13, 14 or 22. If for any reason whatsoever this Project Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsLaw, to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Periodic Lease Rent payment (including the or, in connection with a termination of a Renewal Lease Balance Term, Renewal Lease Rent) and any other amount all Supplemental Lease Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Project Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including Nothing contained herein shall be construed to waive any payment of the Lease Balance and Break Even Price made by claim which the Lessee hereunder shall be final and, absent manifest error in the computation might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, right of the Lessee may, notwithstanding to make any other provision of claim it might have against the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLessee shall deem appropriate.
Appears in 2 contracts
Sources: Project Lease Agreement (Ormat Technologies, Inc.), Project Lease Agreement (Ormat Technologies, Inc.)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group I Trucks or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group I Trucks or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group I Trucks or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Group I Trucks or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Applicable Related Documents with respect to any Group I Series of Notes or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup I Trucks; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental all Monthly Base Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Supplemental Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 2 contracts
Sources: Master Motor Vehicle Operating Lease Agreement (Avis Budget Group, Inc.), Master Motor Vehicle Operating Lease Agreement (Avis Budget Group, Inc.)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the any Leased Property Asset or any portion part thereof, or any the failure of the any Leased Property or any portion thereof Asset to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the any Leased Property or any portion thereof Asset by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the any Leased Property Asset or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Asset or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the any Leased Property or any portion thereof Asset or any Lien on such title or rights or on the any Leased Property or any portion thereofAsset (other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from portion of any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Leased Asset; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action by any courtrestriction, administrative agency prevention or other Authority; (l) curtailment of or interference with the construction on or any use of any Alterations; (m) the failure of the Lessee to achieve Leased Asset or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxi) any other occurrence whatsoevercause or circumstances, whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The agreement of this Lease, this Lease shall be noncancellable by the Lessee for in the preceding sentence shall not affect any reason whatsoever and the Lesseeclaim, to the fullest extent permitted by Applicable Laws, waives all rights now action or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by right that the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at Person. The parties intend that the time and in the manner that such payment would have become due and payable under the terms obligations of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 2 contracts
Sources: Master Lease and Security Agreement (Rite Aid Corp), Master Lease and Security Agreement (Rite Aid Corp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, during the Term, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically ; provided, however, that nothing set forth in Article XIII or Section 20.1 of this Lease, this Lease herein shall be noncancellable by deemed to be a waiver of any other rights or causes of action that the Lessee for may have against the Agent, any reason whatsoever and the LesseeLender, to the fullest extent permitted by Applicable Laws, waives all rights now any Holder or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (oras a result of such Person’s willful misconduct, in the case gross negligence or breach of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms provision of this Lease if it had not been terminated or amended in whole or in partany Operative Agreement. Each payment The parties intend that the obligations of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 2 contracts
Sources: Lease Agreement (Sabre Holdings Corp), Lease Agreement (Sabre Holdings Corp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) by reason of: (i) any damage to or destruction of any kindProperty or any part thereof; (ii) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (iii) any prohibition, and the limitation, restriction or prevention of Lessee’s obligation to pay all 's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shalluse, to the fullest extent permitted occupancy or enjoyment by Applicable Laws, in no way be released, discharged any Person or otherwise affected for any reason other reason; (iv) any title defect, Lien or any matter affecting title to any Property; (v) any eviction by paramount title or otherwise; (vi) any default by Lessor hereunder; (vii) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other than proceeding relating to or affecting Lessor, Lessee, any Holder or any Governmental Authority; (viii) the indefeasible payment impossibility or illegality of performance in full by Lessor, Lessee or both; (ix) any action of such liability any Governmental Authority; (x) Lessee's acquisition of ownership of all or obligationpart of any Property; (xi) including: breach of any warranty or representation with respect to any Property or any Operative Agreement; (axii) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxiii) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 2 contracts
Sources: Lease Agreement (Capital One Financial Corp), Lease Agreement (Capital One Financial Corp)
Net Lease. This Lease shall constitute Agreement is a “net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kindlease”, and the Lessee’s obligation to pay all such Rent and other amounts throughout the Lease Term due and owing hereunder is absolute and unconditional. The obligations unconditional and liabilities of the Lessee hereunder shallshall not be terminated, to the fullest extent permitted by Applicable Lawsextinguished, in no way be releaseddiminished, discharged setoff or otherwise affected for impaired by any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: circumstance whatsoever, including by (a) any claim, setoff, counterclaim, defense or other right which Lessee may have against Lessor or any affiliate of Lessor; (b) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property or any portion thereofEquipment, or any failure eviction of the Leased Property Equipment by paramount title or otherwise from the Site, or any portion thereof unavailability of access to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of Equipment at the Leased Property or any portion thereof including evictionSite; (c) any restrictionloss, prevention theft or curtailment of destruction of, or interference with any use of damage to, the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property Equipment or any portion thereof or any Lien on such title interruption or rights cessation in the use or on the Leased Property possession thereof or any portion thereofpart thereof for any reason whatsoever and of whatever duration; (d) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Equipment or the Site by any governmental entity or otherwise; (e) any changeineligibility of the Equipment or any portion thereof for any particular use, waiver, extension, indulgence whether or other action or omission or breach in respect not due to any failure of Lessee to comply with any obligation or liability of or by the LessorApplicable Law; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor event of “force majeure” or any other Person, or any action taken with respect to this Lease by any trustee or receiver frustration of the Lessee, the Lessor or any other Person, or by any court, in any such proceedingpurpose; (g) any claim that the Lessee has insolvency, bankruptcy, reorganization or might have similar proceeding by or against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessee; (h) any default under or termination of, a Project Document, or the failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether Project Document to be in full force and effect; or not related to the Overall Transaction; (i) any invalidity defect in the title to, or unenforceability or disaffirmance against or by the Lessee existence of this Lease or any provision hereof or any lien with respect to, the Equipment, it being the intention of the Parties hereto that all Rent and other Operative Documents or any provision of any thereof; (j) amounts payable under this Agreement shall continue to be payable in the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee manner and at times provided for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderherein. If for any reason whatsoever this Lease shall be Agreement is terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this LeaseLessee nonetheless agrees, to the Lessee shall, unless prohibited extent permitted by Applicable LawsLaw, to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) owing hereunder, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Lease if it had Agreement not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsso terminated.
Appears in 2 contracts
Sources: Master Lease Agreement, Master Lease Agreement (Plug Power Inc)
Net Lease. This Lease shall constitute is a net lease and Lessee's obligation to pay all Rent, Lease Balance, indemnities and other amounts payable hereunder shall be absolute and unconditional under any and all circumstances and, notwithstanding without limiting the generality of the foregoing, Lessee shall not be entitled to and hereby waives any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of right to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim or reduction defense with respect to any Rent, Lease Balance, indemnity or other amount, whether arising by reason of any kindpast, and present or future claims of any nature by Lessee against Lessor, Agent or any Participant, or otherwise. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall the Lessee’s obligations of Lessee (including the obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way Rent) be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingaffected: (a) by reason of any defect in the condition, merchantability, design, construction, quality or fitness for use of, damage to, or loss of possession or use, theft, obsolescence or destruction, of any or all of the Leased Property Units, however caused; or (b) by the taking, commandeering, confiscation or requisitioning, complete or partial, of any portion thereofor all of the Acquired Property, or any failure of the Leased Property part thereof, by condemnation or any portion thereof to comply with all Applicable Laws including any inability to occupy otherwise; or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against lack of due authorization by Lessor, Agent, any Participant or by the Lessee or other infirmity of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementDocument; or (nd) by the attachment of any Lien of any third party to any Acquired Property; or (e) by any prohibition or restriction of or interference with Lessee's use of any or all of the Acquired Property by any Person; or (f) by the insolvency of or the commencement by or against Lessor, Agent or any Participant of any bankruptcy, reorganization or similar proceeding; or (g) by any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law to the contrary notwithstanding. Lessee shall have notice or knowledge of any remain obligated under this Lease in accordance with its terms and, consistent with the intention of the foregoing. Except as specifically set forth parties expressed in Article XIII Sections 2.4 and 10.1, shall not take any action to terminate, rescind or Section 20.1 of avoid this Lease, notwithstanding any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding affecting Lessor, Agent or any Participant, or any action with respect to this Lease which may be taken by any custodian, receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of such Person. It is the intention of the parties, and Lessee expressly agrees, that all Rent, Lease Balance, indemnities and other amounts payable by Lessee hereunder shall be noncancellable by payable in all events in the Lessee for any reason whatsoever manner and at the times herein provided unless Lessee's obligations in respect thereof have been terminated or modified pursuant to the express provisions of this Lease and the LesseeUnits have been returned to Lessor, purchased by Lessee or sold to a third party in accordance with the fullest terms hereof. To the extent permitted by Applicable LawsLaws and Regulations, Lessee hereby waives any and all rights which it may now have or hereafter which may at any time be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part, except strictly in accordance with the express terms hereof. Each rental, indemnity or other payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andfinal, absent manifest error in the computation of the amount thereof, the and Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or Participant for any reason whatsoever. Without affecting the Lessee’s 's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all or other amounts due and payable under the Operative Documents hereunder, Lessee may seek damages for a breach by Lessor, Agent or to perform its any Participant of their respective obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 2 contracts
Sources: Lease Intended as Security (Ferrellgas Partners Finance Corp), Lease Agreement (Ferrellgas Partners Finance Corp)
Net Lease. This Lease shall constitute Agreement is a “net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance lease” and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such Rent and other amounts throughout the Lease Term due and owing hereunder is absolute and unconditional. The obligations unconditional and liabilities of the Lessee hereunder shallshall not be terminated, to the fullest extent permitted by Applicable Lawsextinguished, in no way be releaseddiminished, discharged setoff or otherwise affected for impaired by any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: circumstance whatsoever, including by (a) any claim, setoff, counterclaim, defense or other right which Lessee may have against Lessor or any affiliate of Lessor; (b) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Equipment, or any eviction of the Equipment by paramount title or otherwise from the Site, or any unavailability of access to the Equipment at the Site; (c) any loss, theft or destruction of, or damage to, the Equipment or any portion thereof or interruption or cessation in the use or possession thereof or any part thereof for any reason whatsoever and of whatever duration; (d) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Equipment or the Site by any governmental entity or otherwise; (e) any ineligibility of the Equipment or any portion thereof for any particular use, whether or not due to any failure of Lessee to comply with any Applicable Law; (f) any event of “force majeure” or any frustration of purpose; (g) any insolvency, bankruptcy, reorganization or similar proceeding by or against Lessee; (h) termination or loss of the Site or any portion thereof, or of any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Equipment is located, attached or appurtenant or in connection with which any portion of the Equipment is used or otherwise affects or may affect the Equipment or any right thereto, (i) any termination of a Project Document or the failure of the Leased Property any Project Document to be in full force and effect, or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (dj) any defect in the title to to, or rights the existence of any lien with respect to, the Equipment (unless such defect or lien results from or is caused by any act or omission of Lessor, in which case Lessee may withhold Rent if and to the Leased Property extent such defect or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the lien reasonably interferes with Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver ’s use of the LesseeEquipment), it being the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any intention of the circumstances set forth Parties hereto that all Rent and other amounts payable under this Agreement shall continue to be payable in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee manner and at times provided for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderherein. If for any reason whatsoever this Lease shall be Agreement is terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, Lessee nonetheless agrees, to the Lessee shall, unless prohibited extent permitted by Applicable LawsLaw and without limiting any other rights or remedies Lessor has under this Agreement or any other Lease Document, to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) owing hereunder, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Lease if it had Agreement not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsso terminated.
Appears in 2 contracts
Sources: Equipment Lease Agreement (Fuelcell Energy Inc), Lease Agreement (Fuelcell Energy Inc)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Law, including any inability to occupy or use the Leased Property or any portion part thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including eviction; part thereof, (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased any Property or any portion thereof(other than Permitted Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorAdministrative Agent or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lesseeany Obligor, the Lessor any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lesseeany Obligor, the Lessor any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including the Lessor without limitation any Participant or any Indemnitee arising from vendor, manufacturer, contractor of or for any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor or any other Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; , (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 ; and any provisions of this Lease, this Lease shall be noncancellable by Applicable Law which are contrary to the Lessee for any reason whatsoever and the Lessee, foregoing are hereby waived to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Leaselaw. The Lessee’s agreement in the preceding sentence shall not affect any claim, or right (other than the right to any diminution, abatement or reduction of Rent payable by offset Basic Rent) the Lessee hereunder. If for may have against the Lessor or any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law Participant pursuant to the Operative Documents or otherwise, except as expressly provided in Article XIII or Section 20.1 . The parties intend that the obligations of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Sources: Master Lease (Citrix Systems Inc)
Net Lease. This Master Facility Lease shall constitute (as originally executed and as modified, supplemented and amended from time to time) is a net lease and, notwithstanding any other provision of this Lease, it is intended and the Lessee hereby acknowledges and agrees that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout Rent hereunder, and the Lease Term is absolute and unconditional. The obligations and liabilities right of the Lessors in and to such Rent, shall be absolute, unconditional and irrevocable and shall not be affected by any circumstances of any character, including, without limitation, (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee hereunder shallmay have against any of the Lessors, to any vendor or manufacturer of any equipment or assets included in the fullest extent permitted by Applicable LawsTransferred Property, in no way be releasedany Capital Improvement, discharged or otherwise affected any other Person for any reason whatsoever, (other than the indefeasible payment or performance in full of such liability or obligation) including: (aii) any defect in or failure of the conditiontitle, merchantability, condition, design, constructioncompliance with specifications, quality operation or fitness for use of all or any part of the Leased Transferred Property or any portion thereofCapital Improvement, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (biii) any damage to, or removal, abandonment, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, contamination of or Release from theft or destruction of all or any requisition or taking part of the Leased Property Transferred Property, any Capital Improvement, or any portion interference, interruption or cessation in the use or possession thereof including eviction; or of the Transferred Property by the Lessee or by any other for any reason whatsoever or of whatever duration, (civ) any restriction, prevention or curtailment of or interference with any use of the Leased Property all or any portion thereofpart of the Transferred Property, including eviction; or any Capital Improvement, (dv) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessors, or any other Person, (vi) the invalidity, illegality or unenforceability of this Master Facility Lease or any other instrument referred to herein or any other infirmity herein or therein or any lack of right, power or authority of the Lessors, the Lessee or any other Person to enter into this Master Facility Lease or any other instrument referred to herein or to perform the obligations thereunder or the transactions contemplated thereby or any doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee’s obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such benefit, (vii) the breach or failure of any warranty or representation made in this Master Facility Lease or any instrument referred to herein by the Lessor or any other Person, (viii) any amendment or other change of, or any assignment of rights under this Master Facility Lease or any instrument referred to herein, or any waiver, action taken with or inaction under or in respect of this Master Facility Lease or any instrument referred to herein or any exercise or nonexercise of any right or remedy under this Master Facility Lease by or any trustee or receiver of the Lesseeinstrument referred to herein, including, without limitation, the Lessor exercise of any foreclosure or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in remedy under this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Master Facility Lease, any other Operative Document Capital Improvement, the Transferred Property, or of any part thereof or any interest therein, or (ix) any other agreement circumstance or happening whatsoever whether or not related similar to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee acknowledges that by conveying the leasehold estate created by this Master Facility Lease to the Lessee and by putting the Lessee in Article XIII or Section 20.1 possession of the Transferred Property the Lessors have performed all of the Lessors’ obligations under and in respect of this Master Facility Lease, this Lease shall be noncancellable by except the covenant contained in Section 6(a). The Lessee for any reason whatsoever and the Lesseehereby waives, to the fullest extent permitted by Applicable LawsLaw, waives any and all rights rights, which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Lease, Master Facility Lease or to effect or claim any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, accordance with the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the express terms of this Lease if it had not been terminated or amended in whole or in parthereof. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessors or any party to any agreements related thereto other Person for any reason whatsoever. Lessee assumes the sole responsibility for the conditionAll covenants, use, operation, maintenance, agreements and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto undertakings of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverherein shall be performed at its cost, expense and risk unless expressly otherwise stated. Without affecting limiting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documentsgenerality of this Section 4, the Lessee maywill reimburse the Lessors for any insurance and property taxes that may be paid by the Lessors with respect to the Transferred Property and for any expenses, notwithstanding any other provision of including attorney fees, incurred by the Operative Documents (other than Section 8.11 of Lessors in challenging the Participation Agreement), seek damages imposition of any kind such property taxes. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence residual value in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsTransferred Property.
Appears in 1 contract
Sources: Master Facility Lease (Jersey Central Power & Light Co)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment,reduction, diminution setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Us Foodservice/Md/)
Net Lease. This Lease shall constitute a net lease andlease. Lessee shall pay all operating expenses arising out of the use, notwithstanding operation or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise, or any constructive eviction; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Financing Party, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease The foregoing clause (j) shall be noncancellable by not prevent the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms termination of this Lease in accordance with the terms hereof if it had not been terminated the Lessee purchases all of the Properties pursuant to Section 20.1, or amended in whole or in part. Each payment of Rent including any payment the termination of the Lease Balance and Break Even Price made by with respect to an individual Property if the Lessee purchases such Property pursuant to Section 20.1. The parties intend that the obligations of Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Tech Data Corp)
Net Lease. This Lease shall constitute Except as otherwise expressly provided herein, this Agreement is a net lease andlease. Tensar acknowledges and agrees that its obligations hereunder, notwithstanding under any other provision of this Lease, Lease Document or any Security Document to which it is intended that Basic Renta party, Supplemental Rentincluding, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimlimitation, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s its obligation to pay all such amounts throughout the Lease Term is Rent payable hereunder, shall be absolute and unconditionalunconditional under any and all circumstances and shall be paid to TCO without notice or demand and without any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment whatsoever, including, without limitation, any abatement, reduction, diminution, setoff, defense, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Tensar may have against TCO or any person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder, or the manufacturer or producer of any Leased Asset, any Part or unit or component of the Leased Assets, or any other person (including any agent or representative of any such Person) for any reason whatsoever. The Except as otherwise expressly provided herein and without in any manner limiting the generality of the foregoing sentence, the obligations and liabilities of the Lessee Tensar hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected for any reason reason, including, without limitation, (other than the indefeasible payment or performance in full of such liability or obligation) including: (ai) any defect in any item of the Leased Assets, any Part or unit or component of the Leased Assets, or the condition, merchantability, design, construction, quality operation or fitness for use thereof; (ii) abandonment, salvage or destruction of, any item of the Leased Property or any portion thereofAssets, or any failure Part or unit or component of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-complianceAssets; (biii) any damage to, abandonment, loss, contamination Liens or rights of or Release from or destruction of or others with respect to any requisition or taking item of the Leased Property Assets, or any portion thereof including eviction; (c) any restriction, prevention Part or curtailment of unit or interference with any use component of the Leased Property Assets; (iv) any prohibition or interruption of or other restriction against Tensar’s use, operation or possession of any item of the Leased Assets, or any portion thereofPart or unit or component of the Leased Assets for any reason whatsoever, including evictionor any interference with such use, operation or possession by any person or entity; (dv) any defect in title to other Financing Obligation or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeliability, waiverhowsoever and whenever arising, extensionof TCO, indulgence or other action or omission or breach in respect of any obligation person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating Tensar to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (gvi) any claim that the Lessee has insolvency, bankruptcy or might have similar proceedings by or against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseTCO, any other Operative Document person entering into contractual arrangements with TCO to enable it to satisfy its obligations hereunder, any guarantor of Tensar or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementTensar; or (nvii) any other occurrence reason whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII , any present or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, future law to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction contrary notwithstanding; it being the intention of the parties hereto that the Rent and other amounts payable by Tensar under this Agreement or any of the Lessee hereunder. If for any reason whatsoever this other Lease Documents to which it is a party shall continue to be terminated or amended payable in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time all events and in the manner that such payment would have become due and payable under at the terms of this Lease if it had not been terminated times herein provided, without notice or amended in whole or in part. Each payment of Rent including any payment of demand, unless the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under same shall be terminated pursuant to the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision express provisions of the Operative Documents (other than Section 8.11 of the Participation this Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 1 contract
Sources: Lease Financing and Purchase Option Agreement (Tensar Corp)
Net Lease. This Lease shall constitute a net lease andNo Setoff, notwithstanding any other provision of this LeaseEtc. THIS LEASE SHALL CONSTITUTE A NET LEASE AND, it is intended that Basic RentNOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE TO THE CONTRARY, Supplemental RentIT IS INTENDED THAT PERIODIC RENT AND SUPPLEMENTAL RENT SHALL BE PAID WITHOUT COUNTERCLAIM, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffDEDUCTION OR DEFENSE OF ANY KIND AND WITHOUT ABATEMENT, deduction or defense of any kind and without abatementSUSPENSION, suspensionDEFERMENT, defermentDIMINUTION OR REDUCTION OF ANY KIND, diminution or reduction of any kindAND LESSEE'S OBLIGATION TO PAY ALL SUCH AMOUNTS, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalTHROUGHOUT THE LEASE TERM IS ABSOLUTE AND UNCONDITIONAL. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected for any reason (other than reason, including, without limitation, to the indefeasible payment or performance in full of such liability or obligation) includingmaximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereofitem of Equipment, or any failure of the Leased Property or any portion thereof item of Equipment to comply with all Applicable Laws Laws, including any inability to occupy or use the Leased Property or any portion thereof item of Equipment by reason of such non-compliancenoncompliance; (b) any damage to, abandonment, loss, destruction, requisition, taking or contamination of or Release release of Hazardous Materials from or destruction any item of or any requisition or taking of the Leased Property or any portion thereof including evictionEquipment other than Lessor's Liens; (c) any restriction, prevention or curtailment of or any interference with the construction or any use of the Leased Property or any portion thereof, including evictionitem of Equipment; (d) any defect in title to or rights to the Leased Property or any portion thereof or attachment of any Lien on such title or rights or on the Leased Property or of any portion thereofthird party to any item of Equipment other than Lessor's Liens; (e) any prohibition or restriction of or interference with Lessee's use of any or all of the Equipment by any Person; (f) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor as Trustee or Lessor, Administrative Agent or any Lender; (fg) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor as Trustee or Lessor, Administrative Agent, any Lender or any other Person, or any action taken with respect to this Lease by any trustee trustee, receiver or receiver keeper of the Lessee, the Lessor as Trustee or Lessor, Administrative Agent, any Lender or any other Person, or by any court, in any such proceeding; (gh) any claim that the Lessee has or might have against any Person, including the including, without limitation, Lessor as Trustee or Lessor, Administrative Agent or any Indemnitee arising from any Lender; (i) other than Lessor's obligations under Section 3.5 of this Lease and Section 6.1(b) of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) Participation Agreement, any failure on the part of the Lessor as Trustee or Lessor, to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transactiontransactions contemplated by the Operative Documents; (ij) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jk) the impossibility of performance by the LesseeLessee or Lessor, the Lessor or both; (kl) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; or (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII Articles V or Section 20.1 X of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable Laws and Gaming Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII Articles V or Section 20.1 X of this Lease, the Lessee shall, unless prohibited by Applicable Laws, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Lease to have remained in effect. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation determination of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, maintenance and management of the Leased Property Equipment, and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant sublessee of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (whatsoever other than Section 8.11 by reason of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such Lessor's willful misconduct or gross negligence or negligence in the handling breach of funds or for a breach by the Lessor any of its obligations under this Lease or the other any Operative DocumentsDocument.
Appears in 1 contract
Sources: Participation Agreement (HCS Ii Inc)
Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s 's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected for any reason (other than reason, including, to the indefeasible payment or performance in full of such liability or obligation) includingmaximum extent permitted by Applicable Laws: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of any portion of the Leased Property or any portion thereofProperty, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws Laws, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorAny Party; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor any Party or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor any Party or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)other Party; (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; any restriction, prevention or curtailment of or any interference with any use of the Leased Property or any part thereof; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by SECTION 22.19 of this Lease and Section 2.12 2.7 of the Participation Agreement; or (nm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII ARTICLE XIV, ARTICLE XIX or Section 20.1 of this LeaseSECTION 20.1, this Lease shall be non-terminable and noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this LeaseARTICLE XIV, the Lessee shall, unless prohibited by Applicable Laws, nonetheless pay to the Lessor (or, in the case of Supplemental RentRent due to any Non-Party, to whomever such Person as shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including and any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor any Party or any other party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. whatsoever other than by reason of Lessor's willful misconduct or gross negligence or negligence in the handling of funds; PROVIDED, HOWEVER, any liability of Lessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds shall not limit or affect Lessee's absolute obligations as set forth in this ARTICLE V. Without affecting the Lessee’s 's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents Documents, or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), may seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsParticipation Agreement.
Appears in 1 contract
Sources: Master Lease (Remec Inc)
Net Lease. (a) This Lease shall constitute is a net lease and, notwithstanding any present or future law to the contrary notwithstanding, shall not terminate except as otherwise expressly provided herein, nor shall Tenant be entitled to any abatement, reduction (except as otherwise expressly provided herein in connection with termination with respect to a Project), diminution (except as otherwise expressly provided herein in connection with termination with respect to a Project), set-off, counterclaim, defense (except for the defense that the performance or payment has been made) or deduction with respect to any Basic Rent, Additional Rent or other provision of sums payable under this Lease, it is intended that Basic Rentnor shall Tenant be excused from the performance of its obligations under this Lease, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction by reason of (except as otherwise expressly provided herein in connection with termination with respect to a Project in accordance with Article 3 hereof): any damage to or defense destruction of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged Projects or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) portion thereof; any defect in the condition, merchantability, design, construction, quality operation or fitness for use of the Leased Property any or any portion thereof, or any failure all of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property Projects or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect taking of any obligation or liability all of the Projects or any part thereof by condemnation or otherwise; any prohibition, limitation, interruption, cessation, restriction or prevention of Tenant's use, occupancy or enjoyment of any or all of the LessorProjects, or any interference with such use, occupancy or enjoyment by any person; any eviction by paramount title or otherwise; any default by Landlord under this Lease or under any other agreement; the impossibility or illegality of performance by Landlord, Tenant or both; any action of any governmental authority (fincluding, without limitation, changes in Legal Requirements); construction on or renovation of any or all of the Projects; or any failure in any or all of the Projects to comply with applicable laws, Legal Requirements, or any other cause whether similar or dissimilar to the foregoing. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the appurtenances thereto and the use and occupancy thereof by Tenant and/or its successors, assigns, or sublessees which may arise or become due and payable with respect to the period which ends on the expiration or earlier termination of the Term in accordance with the provisions hereof (whether or not the same shall become payable during the Term or thereafter) shall be paid by Tenant, except as otherwise expressly provided herein. It is the purpose and intention of the parties to this Lease that the Basic Rent, Additional Rent and other sums payable to Landlord under this Lease shall be absolutely net to Landlord and that this Lease shall yield, net to Landlord, the Basic Rent, Additional Rent (except in such instances in which Additional Rent is required to be paid directly by Tenant to a third party to whom such Additional Rent is due), and other sums payable to Landlord as provided in this Lease. The parties intend that the obligations of Tenant under this Lease shall be separate and independent covenants and agreements and shall continue unaffected unless such obligations shall have been modified or terminated pursuant to an express provision of this Lease.
(b) Tenant shall remain obligated under this Lease in accordance with its terms and, except as otherwise expressly provided herein, shall not take any action to terminate, rescind or avoid this Lease, notwithstanding any bankruptcy, insolvency, reorganization, compositionliquidation, adjustment, dissolution, liquidation dissolution or other like proceedings relating to the Lessee, the Lessor or any other Person, proceeding affecting Landlord or any action taken with respect to this Lease which may be taken by any trustee trustee, receiver or receiver of the Lessee, the Lessor or any other Person, liquidator or by any court, in any such proceeding; .
(gc) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth otherwise expressly provided herein in Article XIII or Section 20.1 connection with the termination of this Leasea Project, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, Tenant waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction deferment of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all Additional Rent or other amounts due and sums payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Net Lease. This Facility Lease shall constitute is a "net lease andlease." The Facility Lessee's obligation to make all Rent payments payable hereunder (and all amounts, notwithstanding any other provision including Termination Value, following termination of this Facility Lease) shall be absolute and unconditional under any and all circumstances, it is intended that Basic Rentand shall not be terminated, Supplemental Rentextinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the OP Guarantor, the Lease Balance and all Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee or any other amounts due and payable under the Operative Documents shall be paid Person, including, without counterclaimlimitation, setoff, deduction or defense any claim as a result of any kind and without abatement, suspension, deferment, diminution or reduction breach by any of said parties of any kindcovenant or provision in this Facility Lease or any other Operative Document, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities (ii) any lack or invalidity of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged title or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component, or any 18 eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof, (iii) any loss or destruction of, or damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility, the Facility Site, any Component, or any other portion of the Undivided Interest by any Governmental Authority or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Leased Property or any portion thereof Facility Lessee to comply with all Applicable Laws including any inability to occupy or use the Leased Property Requirement of Law, (viii) any event of "force majeure" or any portion thereof by reason of such non-compliance; frustration, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss(x) any insolvency, contamination of bankruptcy, reorganization or Release from similar proceeding by or destruction of against the Facility Lessee or any requisition or taking other Person, (xi) any Lien of any Person with respect to the Facility, the Facility Site, any Component, any other portion of the Leased Property Undivided Interest or any portion thereof including eviction; part thereof, (cxii) any restrictionprohibition, prevention limitation or curtailment restriction of or interference with any the Facility Lessee's use of the Leased Property all or any portion thereof, including eviction; (d) any defect in title to or rights to part of the Leased Property Facility or any portion thereof or any Lien on interest therein or the interference with such title use by any Person, (xiii) the termination or rights or on loss of the Leased Property Facility or any portion thereof; , any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (exiv) the existence of any Lien with respect to the Facility or any act or circumstance that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (xv) any changebreach, waiver, extension, indulgence default or other action or omission or breach in respect of any obligation or liability of or misrepresentation by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Lessor or any other Person, or any action taken with respect to this Person under the Facility Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents Documents, PROVIDED that the Facility Lessee reserves it rights with respect to any breach, default or misrepresentation by the Owner Lessor or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; Person or (nxvi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that Allocated Rent shall continue to accrue and all Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in Article XIII or Section 20.1 lieu of Basic Lease Rent, following termination of this Facility Lease, this Lease shall be noncancellable ) payable by the Facility Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Allocated Rent, Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in lieu of Basic Lease Rent, following termination of this Facility Lease) shall not be subject to any abatement and the accrued and payments thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Facility Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsRequirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease with respect to the Undivided Interest except in accordance with SECTION 10, or to any diminution13, abatement or reduction of Rent payable by the Lessee hereunderOR 14. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Facility Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsRequirements of Law, (x) that Allocated Rent shall continue to accrue and (y) to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Lease Rent, Renewal Rent payment (including the and all Supplemental Lease Balance and any other amount Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder Nothing contained herein shall be final and, absent manifest error in construed to waive any claim which the computation Facility Lessee might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, the Lessee may, notwithstanding any other provision right of the Operative Documents (other than Section 8.11 of Facility Lessee to make any claim it might have against the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsFacility Lessee shall deem appropriate.
Appears in 1 contract
Sources: Facility Lease Agreement (Eme Homer City Generation Lp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect (whether related to the City of Little Rock, the interest therein of the Lessor purported to be created by the Head Lease or otherwise), Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Bond Trustee, Trustee, Lessee, any Holder, any Governmental Authority or any other Person; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement, Bond Loan Document or Bond Document; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Acxiom Corp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person, Lessee's acquisition of ownership of all or part of any Property (except for any such acquisition of ownership pursuant to and in accordance with the terms of this Lease); (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (1) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth Notwithstanding the foregoing provisions, nothing contained in Article XIII or this Section 20.1 of this Lease, 6.1 shall provide Lessor with any right to payment by Lessee under this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, prior to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise Completion Date which is contrary to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction Lessor's remedies under the Agency Agreement; it being the express intention of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease parties hereto that Lessee's liability hereunder shall be terminated or amended in whole or in part by operation not exceed the liability of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay Construction Agent under the Agency Agreement prior to the Lessor (or, in Completion Date. The parties intend that the case obligations of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 1 contract
Sources: Master Lease Agreement (Veritas Software Corp /De/)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of the Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof in, or any Lien on such on, title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Operating Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein; the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Lease and Servicing Agreement (Republic Industries Inc)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 1 contract
Net Lease. This Master Lease shall constitute a net lease andlease. Any --------- present or future law to the contrary notwithstanding, notwithstanding this Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use use, as the Leased case may be, the Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, the Lenders or the Administrative Agent; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessor, the Lenders, the Administrative Agent or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, the Lessor Lessor, the Lenders or the Administrative Agent or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor Lessor, the Lenders, the Administrative Agent or any Indemnitee arising from any vendor, manufacturer, contractor of or for the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Master Lease, of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at Person. The parties intend that the time and in the manner that such payment would have become due and payable under the terms obligations of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Sources: Master Lease (Palm Inc)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, deduction, counterclaim, or reduction of any kinddefense whatsoever with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the any Leased Property Asset or any portion part thereof, or any the failure of the any Leased Property or any portion thereof Asset to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the any Leased Property or any portion thereof Asset by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the any Leased Property Asset or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Asset or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the any Leased Property or any portion thereof Asset or any Lien on such title or rights or on the any Leased Property or any portion thereofAsset (other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from portion of any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Leased Asset; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by Lessor of its obligations set forth in Section 2.1), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action by any courtrestriction, administrative agency prevention or other Authority; (l) curtailment of or interference with the construction on or any use of any Alterations; (m) the failure of the Lessee to achieve Leased Asset or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxi) any other occurrence whatsoevercause or circumstances, whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been performed, modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s 's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected for any reason (other than reason, including, to the indefeasible payment or performance in full of such liability or obligation) includingmaximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereofof any Leased Property, or any failure of the any Leased Property or any portion thereof to comply with all Applicable Laws and Regulations, including any inability to occupy or use the any Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the any Leased Property or any portion thereof part thereof, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the any Leased Property or any portion part thereof, including eviction; (d) any defect in title to or rights to the any Leased Property or any portion thereof or any Lien on such title or rights or on the any Leased Property or any portion thereofProperty; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, Agent or any Participant; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessor, Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Agent, any Participant or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor including, without limitation, Lessor, Agent, or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Participant; (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l1) any restriction, prevention or curtailment of or any use of any Leased Property or any part thereof or the construction of any Alterations; (m) the failure of the Lessee or Guarantor to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 23.20 hereinbelow and Section 2.7 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable LawsLaws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable LawsLaws and Regulations, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including and any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Agent, any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property Premises and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. whatsoever other than by reason of Lessor's willful misconduct or gross negligence or negligence in the handling of funds; provided, however, any liability of Lessor with respect to any such willful misconduct or gross negligence or negligence in the handling of funds shall not limit or affect Lessee's absolute obligations as set forth in this Article V. Without affecting the Lessee’s 's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), may seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.Participation Agreement, subject to the limitations set forth at Section 23.9 hereof. -6-
Appears in 1 contract
Sources: Master Lease (Del Monte Foods Co)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property BTF Trucks or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property BTF Trucks or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property BTF Trucks or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property BTF Trucks or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementBTF Trucks; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental all Monthly Base Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Supplemental Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Operating Lease Agreement (Cendant Corp)
Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance Rent and all other amounts due and payable under the Operative Documents Documents, including, as applicable, the Lease Balance, shall be paid paid, subject to Section 6.5, without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s 's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable LawsLaws and Regulations, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, Item of Equipment or any failure of the Leased Property or any portion thereof Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to occupy operate or use the Leased Property or any portion thereof LSI Logic Corporation Lease B Item of Equipment by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release release from or destruction of or any requisition or taking of the Leased Property any Item of Equipment or any portion thereof including evictionpart thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property any Item of Equipment or any portion part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof Item of Equipment or any Lien on such title or rights or on the Leased Property or any portion thereofItem of Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorLessor or Agent; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Agent or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the including, without limitation, Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence Agent (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor or Agent to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall TransactionTransaction (but will not constitute a waiver of such claim); (i) any invalidity or unenforceability or disaffirmance against or by the Lessee Lessee, Agent or Lessor of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor Lessor, Agent or bothany of them; (k) any action by any court, administrative agency or other AuthorityGovernmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement2.4; or (nm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII Section 9.1 or Section 20.1 of this Lease14.1 hereof, this Lease shall be noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable LawsLaws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII Section 9.1 or Section 20.1 of this Lease14.1 hereof or, with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable LawsLaws and Regulations, pay to the Lessor Agent (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including and any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property each Item of Equipment and the Lessor and Agent shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property any Item of Equipment or the any property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverwhatsoever other than by reason of such Person's willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor or Agent with respect to any such willful misconduct LSI Logic Corporation Lease B or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee's absolute obligations as set forth in this Article VII. Without affecting the Lessee’s 's obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement)Documents, seek damages of any kind (which damages may be measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against the Lessor or Agent for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor such Person of its obligations under this Lease or the other Operative Documents.
Appears in 1 contract
Net Lease. (a) This Lease shall constitute a net lease andlease, notwithstanding any other provision of this Lease, and it is intended that Basic Rentthe Lessee shall pay all costs and expenses of every character, Supplemental Rentwhether seen or unforeseen, ordinary or extraordinary or structural or non-structural, in connection with the installation, use, possession, operation, maintenance, repair and return of the Equipment by the Lessee, including the costs and expenses particularly set forth in this Lease.
(b) Any present or future law to the contrary notwithstanding, this Lease Balance and all other amounts due and payable under shall not terminate, nor shall the Operative Documents shall Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent be affected (except as expressly permitted herein) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Equipment or any portion part thereof, or any the failure of the Leased Property or any portion thereof Equipment to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof Equipment by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from of, scrapping or destruction of or any requisition or taking of the Leased Property Equipment or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or MW 1997-1 Trust Equipment Lease curtailment of or interference with any use or possession of the Leased Property Equipment or any portion part thereof, including eviction; (div) any defect in title to of or rights to the Leased Property or any portion thereof Equipment or any Lien on such title or rights or on the Leased Property or any portion thereofEquipment; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorLessor Trustee or any Certificate Holder; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, any Guarantor, the Lessor Trustee, any Certificate Holder or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, any Guarantor, the Lessor Trustee, any Certificate Holder or any other Person, or by any court, court in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor Trustee, any Certificate Holder or any Indemnitee arising from any vendor, manufacturer, contractor of or for the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Equipment; (hviii) any failure on the part of the Lessor Trustee or any other Person to perform or comply with any of the terms of this Lease, of any other Operative Document Agreement or of any other agreement whether or not related to any breach of any representation or warranty of, or any act or omission of the Overall TransactionLessee, any Guarantor, the Lessor Trustee or any Certificate Holder under this Lease or any of the other Operative Agreements, or any claims, rights or remedies occurring or arising as a result of any other business dealings between or among the Lessee or any Guarantor and any of the Lessor Trustee or any Certificate Holder; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents Agreements or any provision of any thereofthereof or any lack of right, power or authority of the Lessee, any Guarantor, the Lessor Trustee or any Certificate Holder to enter into any Operative Agreement or any of the transactions contemplated thereby; (jx) the impossibility or illegality of performance by the Lessee, the Lessor Trustee or botheither of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in Trustee or any Certificate Holder. The parties intend that the case obligations of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereofLessor Trustee hereunder or under any other Operative Agreements, and the obligations of the Lessee shall not seek or have any right to recover all or any part of such payment from continue unaffected unless the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto accordance with an express provision of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverthis Lease. Without affecting the Lessee’s ▇▇▇▇▇▇'s obligation to pay Basic RentRent hereunder, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), may seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor Trustee of any Certificate Holder of its respective obligations under this Lease (including, without limitation, Section 4.1) or any of the other Operative DocumentsAgreements.
Appears in 1 contract
Sources: Equipment Lease (Mail Well Inc)
Net Lease. This Lease shall constitute a net lease andTHIS AGREEMENT SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE’S OBLIGATION TO PAY ALL MONTHLY BASE RENT, it is intended that Basic RentSUPPLEMENTAL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, Supplemental RentAND SHALL NOT BE SUBJECT TO ANY ABATEMENT, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffCOUNTERCLAIM, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalDEDUCTION OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group II Trucks or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group II Trucks or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group II Trucks or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Group II Trucks or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease Agreement by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor or the Lessee to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease Agreement or any provision hereof or any of the other Operative Applicable Related Documents with respect to any Group II Series of Notes or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup II Trucks; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease This Agreement shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this LeaseAgreement, or to any diminution, abatement diminution or reduction of Monthly Base Rent, Supplemental Rent or other amounts payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Lease Agreement shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental all Monthly Base Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each all Supplemental Rent payment (including the Lease Balance and any all other amount amounts due and payable under any Operative Documents) hereunder at the time and in the manner that such payment payments would have become due and payable under the terms of this Lease Agreement as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Operating Lease Agreement (Avis Budget Group, Inc.)
Net Lease. This Facility Lease shall constitute is a "net lease andlease." The Facility Lessee's obligation to make all Rent payments payable hereunder (and all amounts, notwithstanding any other provision including Termination Value, following termination of this Facility Lease) shall be absolute and unconditional under any and all circumstances, it is intended that Basic Rentand shall not be terminated, Supplemental Rentextinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (i) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Owner Participant, the OP Guarantor, the Lease Balance and all Indenture Trustee, the Security Agent, the Lender, the Bondholder Trustee or any other amounts due and payable under the Operative Documents shall be paid Person, including, without counterclaimlimitation, setoff, deduction or defense any claim as a result of any kind and without abatement, suspension, deferment, diminution or reduction breach by any of said parties of any kindcovenant or provision in this Facility Lease or any other Operative Document, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities (ii) any lack or invalidity of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged title or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component, any other portion of the Undivided Interest, or any part thereof, (iii) any loss or destruction of, or damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility, the Facility Site, any Component, or any other portion of the Undivided Interest by any Governmental Authority or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Leased Property or any portion thereof Facility Lessee to comply with all Applicable Laws including any inability to occupy or use the Leased Property Requirement of Law, (viii) any Event of Force Majeure or any portion thereof by reason frustration of such non-compliance; purpose, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss(x) any insolvency, contamination of bankruptcy, reorganization or Release from similar proceeding by or destruction of against the Facility Lessee or any requisition or taking other Person, (xi) any Lien of any Person with respect to the Facility, the Facility Site, any Component, any other portion of the Leased Property Undivided Interest or any portion thereof including eviction; part thereof, (cxii) any restrictionprohibition, prevention limitation or curtailment restriction of or interference with any the Facility Lessee's use of the Leased Property all or any portion thereof, including eviction; (d) any defect in title to or rights to part of the Leased Property Facility or any portion thereof or any Lien on interest therein or the interference with such title use by any Person, (xiii) the termination or rights or on loss of the Leased Property Facility or any portion thereof; , any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (exiv) the existence of any Lien with respect to the Facility or any act or circumstance that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, (xv) any changebreach, waiver, extension, indulgence default or other action or omission or breach in respect of any obligation or liability of or misrepresentation by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Lessor or any other Person, or any action taken with respect to this Person under the Facility Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents Documents, provided that the Facility Lessee reserves its rights with respect to any breach, default or misrepresentation by the Owner Lessor or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; Person or (nxvi) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that Allocated Rent shall continue to accrue and all Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in Article XIII or Section 20.1 lieu of Basic Lease Rent, following termination of this Facility Lease, this Lease shall be noncancellable ) payable by the Facility Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Allocated Rent, Basic Lease Rent, Renewal Rent and Supplemental Lease Rent (and all amounts, including Termination Value, in lieu of Basic Lease Rent, following termination of this Facility Lease) shall not be subject to any abatement and the accrual and payment thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Facility Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsRequirements of Law, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease with respect to the Undivided Interest except in accordance with Sections 10, 13, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder14. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Facility Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsRequirements of Law, (x) that Allocated Rent shall continue to accrue and (y) to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Lease Rent, Renewal Rent payment (including the and all Supplemental Lease Balance and any other amount Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder Nothing contained herein shall be final and, absent manifest error in construed to waive any claim which the computation Facility Lessee might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, the Lessee may, notwithstanding any other provision right of the Operative Documents (other than Section 8.11 of Facility Lessee to make any claim it might have against the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsFacility Lessee shall deem appropriate.
Appears in 1 contract
Sources: Facility Lease Agreement (Eme Homer City Generation Lp)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee Lessees hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Group III Vehicles pursuant to Section 2.2 of the Agreement) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group III Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group III Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group III Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Group III Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the relevant Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the relevant Lessee, the Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the relevant Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the relevant Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, relevant Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup III Vehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the relevant Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Operating Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated or amended in whole Annex A -5- 64 or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder each Lessees herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
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Sources: Master Motor Vehicle Lease Agreement (Budget Group Inc)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution or other proceeding relating to or affecting any Financing Party, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
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Net Lease. This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Interim Rent, Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s 's obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable LawsLaws and Regulations, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, Item of Equipment or any failure of the Leased Property or any portion thereof Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to occupy operate or use the Leased Property or any portion thereof Item of Equipment by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release release from or destruction of or any requisition or taking of the Leased Property any Item of Equipment or any portion thereof including evictionpart thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property any Item of Equipment or any portion part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof Item of Equipment or any Lien on such title or rights or on the Leased Property or any portion thereofItem of Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, Agent or any Participant; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Agent, any Participant or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor including, without limitation, Lessor, Agent or any Indemnitee arising from any of the circumstances set forth in this sentence Participant (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall TransactionTransaction (but will not constitute a waiver of such claim); (i) any invalidity or unenforceability or disaffirmance against or by the Lessee or Lessor of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other AuthorityLSI Logic Trust No. 2001-A Lease Intended as Security Governmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 2.7 of the Participation Agreement; or (nm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII Section 7.1 or Section 20.1 of this Lease11.1 hereof, this Lease shall be noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable LawsLaws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII Section 7.1 or Section 20.1 11.1 of this LeaseLease or, with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable LawsLaws and Regulations, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including and any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Agent, any Participant or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property each Item of Equipment and the Lessor Lessor, Agent or any Participant shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property any Item of Equipment or the any property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. whatsoever other than by reason of such Person's willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor, Agent or any Participant with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee's absolute obligations as set forth in this Article V. Without affecting the Lessee’s 's obligation to pay Interim Rent, Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 14.11 hereof and Section 9.11 of the Participation Agreement), seek damages of any kind (which damages may be measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against the Lessor Lessor, Agent or any Participant for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor such Person of its obligations under this Lease or the other Operative Documents.
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Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property whether arising hereunder, under a Head Lease or otherwise. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property (whether related to the interest of a Development Authority, the interest therein purported to be created by a Head Lease or otherwise); (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Bank, Lessor, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) any default under any Head Lease or any other circumstance arising under or related to any Head Lease or any other Bond Document (including without limitation the failure lack of the Lessee to achieve validity or enforceability of any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementprovision thereof); or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error agreements and obligations that are separate and independent from any obligations of Lessor hereunder or under any Head Lease and shall continue unaffected unless such covenants, agreements and obligations shall have been modified or terminated in accordance with an express provision of this Lease. Lessee acknowledges that, to the computation extent any Head Lease imposes burdens, restrictions or obligations in excess of the amount thereofor in addition to Lessee's obligations hereunder, the Lessee agrees, in addition to Lessee's obligations hereunder, that Lessee shall not seek or perform, satisfy and comply with such burdens, restrictions and obligations. Lessor and Lessee acknowledge and agree that the provisions of this Section 6.1 have any right been specifically reviewed and subject to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsnegotiation.
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Net Lease. This Facility Lease shall constitute is a “net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, lease” and the Facility Lessee’s obligation to pay all such amounts throughout the Basic Lease Term is Rent payable hereunder, as well as any Termination Value (or amount computed by reference thereto) in lieu of Basic Lease Rent following termination of this Facility Lease, shall be absolute and unconditional. The obligations unconditional under any and liabilities of the Lessee hereunder shallall circumstances and shall not be terminated, to the fullest extent permitted by Applicable Lawsextinguished, in no way be releaseddiminished, discharged lost or otherwise affected for impaired by any reason (other than the indefeasible payment or performance in full circumstance of such liability or obligation) including: any character, including by (a) any setoff, counterclaim, recoupment, defense or other right which the Facility Lessee may have against the Owner Lessor, the Lessor Manager, the Equity Investor, the Equity Manager, any Southaven Holdco Note Purchaser, or the Lease Indenture Trustee, the Noteholders or any other Person, including any claim as a result of any breach by any of said parties of any covenant or provision in this Facility Lease or any other Transaction Document, (b) any lack or invalidity of title or other interest or any defect in the title or other interest, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component or any portion thereof, or any failure eviction by paramount title or otherwise, or any unavailability of the Leased Property or Facility, the Facility Site, any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property Component or any portion thereof, including eviction; (dc) any defect in title to loss or rights to destruction of, or damage to, the Leased Property Facility, the Facility Site or any Component or any portion thereof or interruption or cessation in the use or possession thereof or any Lien on such part thereof by the Facility Lessee for any reason whatsoever and of whatever duration, (d) the condemnation, requisitioning, expropriation, seizure or other taking of title to or rights use of the Facility, the Undivided Interest, the Facility Site, the Ground Interest, any Component, or on any part of the Leased Property foregoing, by any Governmental Entity or otherwise, (e) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Transaction Document, (f) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Transaction Document, (g) any ineligibility of the Facility, the Facility Site or any Component or any portion thereof; thereof for any particular use, whether or not due to any failure of the Facility Lessee to comply with any Applicable Law, (eh) any changeevent of “force majeure”, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fi) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (j) any insolvency, bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Facility Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by Lien of any courtPerson with respect to the Undivided Interest, administrative agency the Facility, the Ground Interest or other Authority; the Facility Site or any Component or any portion thereof, or (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Transaction Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that all Basic Lease Rent (and all amounts, including Termination Value (or amounts computed by reference thereto), in Article XIII or Section 20.1 lieu of Basic Lease Rent following termination of this Lease, this Facility Lease shall be noncancellable in whole or in part) payable by the Facility Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. All Rent, including Basic Lease Rent (and all amounts, including Termination Value (or amounts computed by reference thereto), in lieu of Basic Lease Rent following termination of this Facility Lease in whole or in part), shall not be subject to any abatement and the payments thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Facility Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsLaw, the Facility Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease except in accordance with Sections 10, 13 or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder15 hereof. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Facility Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsLaw, to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Lease Rent payment (including the and all Supplemental Lease Balance and any other amount Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including Nothing contained herein shall be construed to waive any payment claim which the Facility Lessee might have under any of the Lease Balance and Break Even Price made by Transaction Documents or otherwise or to limit the Lessee hereunder shall be final and, absent manifest error in the computation right of the amount thereof, Facility Lessee separately to make any claim it might have against the Lessee shall not seek or have any right to recover all or any part of such payment from the Owner Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents Person or to perform its obligations under separately pursue such claim in such manner as the Operative Documents, the Facility Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsshall deem appropriate.
Appears in 1 contract
Sources: Facility Lease Purchase Agreement (Tennessee Valley Authority)
Net Lease. This Amended and Restated Master Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Amended and Restated Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) to the extent permitted by Applicable Law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Amended and Restated Master Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any vendor, manufacturer, contractor of or for the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseAmended and Restated Master Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Amended and Restated Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee’s agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and may have against the Lessee, to Lessor. The parties intend that the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction obligations of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsAmended and Restated Master Lease.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding any other provision and the obligations of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance Lessee hereunder are absolute and all other amounts due and payable under the Operative Documents unconditional. Lessee shall pay or cause to be paid without counterclaimall operating expenses arising out of the use, setoffoperation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, deduction or defense of this Lease shall not terminate, nor shall Lessee be entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Healthsouth Corp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property (except for any such acquisition of ownership pursuant to and in accordance with the terms of this Lease); (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth Notwithstanding the foregoing provisions, nothing contained in Article XIII or this Section 20.1 of this Lease, this Lease 6.1 shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the provide Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have with any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. by Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or prior to the other Operative Documents.Completion Date which is contrary to Lessor's remedies under the Construction Agency Agreement; it being the express intention of the parties hereto that Lessee's liability hereunder shall not exceed the liability of the Construction Agent under the Construction Agency Agreement prior to the Completion Date. The parties intend that the
Appears in 1 contract
Sources: Master Lease Agreement (Veritas Software Corp /De/)
Net Lease. This Facility Lease shall constitute (as originally executed and as modified, supplemented and amended from time to time) is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kindlease, and the Lessee hereby acknowledges and agrees that the Lessee’s 's obligation to pay all such amounts throughout Rent hereunder, and the Lease Term is absolute and unconditional. The obligations and liabilities rights of the Lessor in and to such Rent, shall be absolute, unconditional and irrevocable and shall not be affected by any circumstances of any character, including, without limitation, (i) any set-off1 abatement, counterclaim, suspension, recoupment, reduction, rescission, defense or other right or claim which the Lessee hereunder shallmay have against the Lessor, to the fullest extent permitted by Applicable LawsOwner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant, the Operating Agent, any ANPP Participant, any vendor or manufacturer of any equipment or assets included in no way be releasedthe Undivided interest, discharged Unit 2, any Capital Improvement, the Real Property interest, the PVNGS Site, PINGS, or otherwise affected any part of any thereof, or any other Person for any reason whatsoever, (other than the indefeasible payment or performance in full of such liability or obligation) including: (aii) any defect in or failure of the conditiontitle, merchantability, condition, design, constructioncompliance with specifications, quality operation or fitness for use of the Leased Property all or any portion thereof, or any failure part of the Leased undivided Interest, Unit 2, any Capital Improvement, the Real Property Interest, the PVNGS Site or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; PVNGS, (biii) any damage to, or removal, abandonment, decommissioning, shutdown, salvage, scrapping,' requisition, taking, loss, contamination of or Release from theft or destruction of all or any requisition or taking part of the Leased Undivided i▇▇▇▇▇▇▇▇ Unit 2, any Capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, or any portion interference, interruption or cessation in the use or possession thereof including eviction; or of the Undivided Interest by the Lessee or by any other Person (cincluding, but without limitation, the Operating Agent or any other ANPP Participant) for any reason whatsoever or of whatever duration, (iv) any restriction, prevention or curtailment of or interference with any use of the Leased Property all or any portion thereofpart of the Undivided Interest, including eviction; Unit 2, any capital Improvement, the Real Property Interest, the PVNGS Site or PVNGS, (dV) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan participant, the Operating Agent, any other ANPP Participant or any other Person, (vi) the invalidity, illegality or unenforceability of this Facility Lease, any other Transaction Document, any Financing Document, the ANPP Participation Agreement or any action taken with respect other instrument referred to this Lease by herein or therein or any trustee other infirmity
47:1 herein or receiver therein or any lack of right, power or authority of the Lessor, the Lessee, the Lessor Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person to enter into this Facility Lease, any other Transaction Document or any Financing. Document,. or any doctrine of force majeure, impossibility, frustration, failure of consideration, or any similar legal or equitable doctrine that the Lessee's obligation to pay Rent is excused because the Lessee has not received or will not receive the benefit for which the Lessee bargained, it being the intent of the Lessee to assume all risks from all causes whatsoever that the Lessee does not receive such benefit, (vii) the breach or failure of any warranty or representation made in this Facility Lease or any other Transaction Document or any Financing Document by the Lessor, the Owner Participant, the Indenture Trustee, the Collateral Trust Trustee, the Loan Participant or any other Person, or by any court, in any such proceeding; (gviii) any claim that the Lessee has amendment or might have against any Personother change of, including the Lessor or any Indemnitee arising from any assignment of the circumstances set forth in rights under, this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Facility Lease, any other Operative Transaction Document, any Financing Document or any ANPP Project Agreement, or any waiver, action or inaction under or in respect of this Facility Lease, any other Transaction Document, any Financing Document or any ANPP Project Agreement, or any exercise or non-exercise of any right or remedy under this Facility Lease, any other agreement Transaction Document, any Financing Documents any ANPP Project Agreement, including, without limitation, the exercise of any foreclosure or other remedy under the Indenture, the Collateral Trust indenture or this Facility Lease, or the sale of Unit 2, any Capital Improvement, the undivided interest, the Real Property Interest, the PVNGS Site or PVNGS, or any part thereof or any interest therein, or (ix) any other circumstance or happening whatsoever whether or not related similar to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee acknowledges that by conveying the leasehold estate created by this Facility Lease to the Lessee and by putting the Lessee in Article XIII or Section 20.1 possession of the Undivided Interest and the Real Property Interest, the Lessor has performed all of the Lessor's obligations under and in respect of this Facility Lease, this Lease shall be noncancellable by except the Lessee covenant under Section 6(a) hereof that the Lessor and Persons acting for any reason whatsoever the Lessor will not interfere with the Lessee's quiet enjoyment of the Undivided Interest and the LesseeReal Property Interest. The Lessee hereby waives, to the fullest extent permitted by Applicable LawsLaw, waives any aid all rights which it may now have or which at any time hereafter may be conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.upon it,
Appears in 1 contract
Net Lease. This Facility Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee hereby acknowledges and agrees that the Lessee’s 's obligation to pay all such amounts throughout Rent hereunder, and the Lease Term is absolute and unconditional. The obligations and liabilities rights of the Lessee hereunder shallLessor in and to such Rent, shall be absolute, unconditional and irrevocable and, to the fullest maximum extent permitted by Applicable LawsLaw, shall not be affected by any circumstance of any character whatsoever, including, without limitation: (i) any set-off, abatement, counterclaim, suspension, recoupment, reduction, compromise, settlement, release, modification, amendment (whether material or otherwise), waiver, release or discharge (by act or operation of law), rescission, defense or other right or claim that the Lessee may have against the Lessor, the Owner Participant, the Security Agent, any Loan Participant, the Administrative Agent, the Indenture Trustee, the Operator, the Contractor, any subcontractor, any vendor or manufacturer of any equipment or assets included in no way be releasedthe Facility or any Modification or any part of any thereof, discharged or otherwise affected any other Person for any reason whatsoever; (other than the indefeasible payment or performance in full of such liability or obligation) including: (aii) any defect in or failure of the conditiontitle, merchantability, condition, design, constructioncompliance with specifications, quality operation or fitness for use of the Leased Property all or any portion thereof, or any failure part of the Leased Property Facility, any Modification, the Site or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-complianceEasements; (biii) any damage to, or removal, abandonment, dismantling, decommissioning, shutdown, salvage, scrapping, requisition, taking, condemnation, loss, contamination of or Release from theft or destruction of all or any requisition or taking part of the Leased Property Facility, any Modification, the Site or the Easements, or any portion thereof including evictioninterference, interruption or cessation in the use or possession of the Facility, the Site or the Easements by the Lessee or by any other Person for any reason whatsoever or of whatever duration; (civ) any restriction, prevention or curtailment of or interference with any use of the Leased Property all or any portion thereofpart of the Facility, including evictionany Modification, the Site or the Easements; (dv) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, compositionliquidation, adjustment, dissolution, liquidation sale or other like proceedings relating to disposition of all or substantially all the Lesseeassets of, marshalling of assets or similar proceeding by or against the Lessee or the Lessor, the Lessor Owner Participant, the Security Agent, the Administrative Agent, any Partner, any Participant or any other Person; (vi) the invalidity, illegality or unenforceability (or the allegation of invalidity, illegality or unenforceability) of this Facility Lease, the Participation Agreement, any Collateral Security Agreement, any other Financing Document, any Project Document, the Tax Indemnity Agreement or any action taken with respect other instrument referred to this Lease by herein or therein or any trustee other infirmity herein or receiver therein or any lack of right, power or authority of the Lessor, the Owner Participant, the Security Agent, the Indenture Trustee, the Lessee, the Lessor any Partner, any Participant, any Loan Participant or any other PersonPerson to enter into this Facility Lease, or by the Participation Agreement, any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseCollateral Security Document, any other Operative Document Financing Document, any Project Document, the Tax Indemnity Agreement or to perform the obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby or any doctrine of force majeure, impossibility, frustration or failure of consideration; (vii) the breach or failure of any warranty or representation made in this Facility Lease, the Participation Agreement, any Collateral Security Document, any other Financing Document, any Project Document, the Tax Indemnity Agreement or any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor Lessor, the Owner Participant the Security Agent, any Partner, any Participant, the Indenture Trustee, the Administrative Agent, any Loan Participant or bothany other Person; (kviii) any action by failure, omission or delay on the part of any courtPerson to enforce, administrative agency assert or other Authorityexercise any right, power or remedy under any Transaction Document; (lix) the construction taking or omission of any Alterations; (m) the failure of the Lessee actions referred to achieve in any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementTransaction Documents; or (nx) any other occurrence circumstance or happening whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of similar to any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the The Lessee for any reason whatsoever and the Lesseehereby waives, to the fullest extent permitted by Applicable LawsLaw, waives any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitmodify, terminate terminate, cancel, quit or surrender this Lease, Facility Lease or to effect or claim any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder, except in accordance with the express terms hereof. If The Lessee agrees that, if for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law Law or otherwise, then, except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shallshall pay, unless prohibited to the maximum extent permitted by Applicable LawsLaw, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be or any other Person entitled thereto) a compensation in , an amount equal to each installment of Basic Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) all payments of Supplemental Rent at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder (absent manifest error) shall be final and, absent manifest error in the computation of the amount thereof, and the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto Person for any reason whatsoever. Lessee assumes the sole responsibility for the conditionAll covenants, use, operation, maintenance, agreements and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto undertakings of the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated. Nothing in this Section 4 or elsewhere shall be construed as a guaranty by the Lessee of any subtenant residual value of the Facility or as waiving in any respect the rights of the Lessee on any account to seek enforcement through money damages or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor specific performance of its obligations under this Lease or the other Operative Documentsrights hereunder.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease. Without limiting the Construction Agent's rights to request Fundings with respect to each Construction Period Property in accordance with the provisions of the Participation Agreement prior to the respective Basic Rent Commencement Date, notwithstanding Lessee shall pay all operating expenses arising out of the use, operation or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease The foregoing clause (j) shall be noncancellable by not prevent the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment termination of the Lease Balance and Break Even Price made by in accordance with the terms hereof if the Lessee purchases all of the Properties pursuant to SECTION 20.1, or the termination of the Lease with respect to an individual Property if the Lessee purchases such Property pursuant to SECTION 20.
1. The parties intend that the obligations of Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than Section 8.11 provisions of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsSECTION 6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Tech Data Corp)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, set-off, counterclaim, or reduction defense with respect to the Rent (except for deduction or withholding of any kindImpositions as required by Applicable Law, and the Lessee’s obligation but subject to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities Section 11.2 of the Participation Agreement), nor shall the obligations of Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting any Financing Party, any Credit Party or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error agreements and obligations that are separate and independent from any obligations of Lessor hereunder and shall continue unaffected unless such covenants, agreements and obligations shall have been modified or terminated in accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the computation provisions of the amount thereof, the Lessee this Section 6.1 have been specifically reviewed and subject to negotiation. The provisions of this Section 6.1 shall not seek or have preclude Lessee from pursuing lawsuits against any right to recover all or any part of such payment from the Lessor or any other party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or Agreements regarding such party’s failure to perform its obligations under pursuant to the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsAgreements.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution or other proceeding relating to or affecting the Agent, any Credit Note Purchaser, the Lessor, the Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Convergys Corp)
Net Lease. (a) This Lease shall constitute a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance Rent and all other amounts due and payable under the Operative Documents Documents, including, as applicable, the Lease Balance, shall be paid paid, subject to Section 6.5, without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable LawsLaws and Regulations, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, Item of Equipment or any failure of the Leased Property or any portion thereof Item of Equipment to comply with all Applicable Laws and Regulations, including any inability to occupy operate or use the Leased Property or any portion thereof Item of Equipment by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release release from or destruction of or any requisition or taking of the Leased Property any Item of Equipment or any portion thereof including evictionpart thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property any Item of Equipment or any portion part thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof Item of Equipment or any Lien on such title or rights or on the Leased Property or any portion thereofItem of Equipment; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorLessor or Agent; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessee or Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Agent or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the including, without limitation, Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence Agent (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor or Agent to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall TransactionTransaction (but will not constitute a waiver of such claim); (i) any invalidity or unenforceability or disaffirmance against or by the Lessee Lessee, Agent or Lessor of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor Lessor, Agent or bothany of them; (k) any action by any court, administrative agency or other AuthorityGovernmental Authority or any restriction, prevention or curtailment of or any use of any Item of Equipment or any part thereof; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement2.4; or (nm) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII Section 9.1 or Section 20.1 of this Lease14.1 hereof, this Lease shall be noncancellable by the Lessee for any reason whatsoever whatsoever, and the Lessee, to the fullest extent permitted by Applicable LawsLaws and Regulations, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII Section 9.1 or Section 20.1 of this Lease14.1 hereof or, with respect to amendments, as permitted by the Operative Documents, Lessee shall, unless prohibited by Applicable LawsLaws and Regulations, pay to the Lessor Agent (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including and any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor Lessor, Agent or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property each Item of Equipment and the Lessor and Agent shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property any Item of Equipment or the any property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoeverwhatsoever other than by reason of such Person’s willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents; provided, however, any liability of Lessor or Agent with respect to any such willful misconduct or gross negligence or negligence in the handling of funds or breach of any of the Operative Documents shall not limit or affect Lessee’s absolute obligations as set forth in this Article VII. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement)Documents, seek damages of any kind (which damages may be measured, if appropriate, on the amount of Rent paid by Lessee) or any other remedy at law or equity against the Lessor or Agent for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor such Person of its obligations under this Lease or the other Operative Documents.
(b) Notwithstanding anything to the contrary contained in this Article VII, the parties hereto agree that in the event that the Lessor becomes the subject of any voluntary or involuntary case or proceeding under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect, and as a result thereof the Series C Cash Collateral and/or the Lessor’s Interest Related Cash Collateral held by Lessor becomes a part of the Lessor’s bankruptcy estate, then (i) the Lessor shall be deemed to have set off and applied such Series C Cash Collateral and/or Lessor’s Interest Related Cash Collateral against any amounts due with respect to the portion of the Series C Lease Balance and/or the Lessor’s Interest Related Lease Balance secured by such Cash Collateral and (ii) the Lessee shall be deemed to have paid in full any and all Rent due with respect to the Series C Lease Balance and/or the Lessor’s Interest Related Lease Balance secured by such Cash Collateral, in each case in an amount not to exceed such Series C Cash Collateral and/or Lessor’s Interest Related Cash Collateral.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee’s use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution or other proceeding relating to or affecting the Agent, any Primary Financing Party, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee’s acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee Lessees hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of a Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of a Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the such Lessee, the Lessor or any other Person, or any action taken with respect to this Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the such Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by such Lessee or otherwise; (j) the impossibility of performance by the Lessee, the Lessor or both; (kx) any action insurance premiums payable by any court, administrative agency or other Authority; (l) such Lessee with respect to the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the such Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this This Operating Lease shall be noncancellable noncancelable by the any Lessee for any reason whatsoever and the and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Operating Lease as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment All covenants and agreements of the Lease Balance and Break Even Price made by the Lessee hereunder Lessees herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Lease and Servicing Agreement (Dollar Thrifty Automotive Group Inc)
Net Lease. This Lease shall constitute a net lease and, notwithstanding and Lessee's obligations to pay all Rent shall be absolute and unconditional under any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under circumstances. Any present or future law to the Operative Documents contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shallbe affected, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any by reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of of, or Release from from, demolition, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion part thereof, including evictionas a result of the exercise of remedies following and during the occurrence of an Event of Default; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereofProperty; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, Administrative Agent or any Participant; (fvi) to the fullest extent permitted by law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Guarantor, Lessor, Administrative Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Administrative Agent, any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee ▇▇▇▇▇▇ has or might have against any Person, including Lessor, Administrative Agent, any Participant, any contractor, vendor, architect, designer, manufacturer, or contractor of or for the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Leased Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the any impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction Construction on or any use of the Leased Property or any Alterationspart thereof; (mxiii) the any failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth at Section 2.12 24.1 hereof and Section 5.1 of the Participation Agreement; or (nxiv) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by the right Lessee for may have against any reason whatsoever and the Lessee, Person. The parties to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction Operative Documents intend that the obligations of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative Documents and the computation obligations of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereofProperty; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorLessor or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessor, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including the Lessor Lessor, any vendor, manufacturer, contractor of or for any portion of the Property or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Participant; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction of on or any Alterations; (m) the failure use of the Lessee to achieve Property or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxiii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Sources: Lease and Open End Mortgage (Fore Systems Inc /De/)
Net Lease. This Lease shall constitute is a net lease and, notwithstanding and Lessee acknowledges and agrees that Lessee's obligations hereunder shall be absolute and unconditional under any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due circumstances and payable under the Operative Documents shall be paid without counterclaimnotice or demand and without any abatement, reduction, suspension, diminution, deferral, setoff, deduction defense, counterclaim or defense of recoupment whatsoever, including, without limitation, any kind and without abatement, reduction, suspension, defermentdiminution, diminution deferral, setoff, defense, counterclaim or reduction of recoupment due or alleged to be due to, or by reason of, any kindpast, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities present or future claims which Lessee may have against Lessor, Owner Participant, any assignee, Administrative Agent, Collateral Agent, any vendor or manufacturer of the Equipment or any part or Unit thereof, any Lender or any other Person, either under this Lease or otherwise, for any reason whatsoever, nor, except as otherwise expressly provided herein, shall this Lease terminate, or the obligations of Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason whatsoever, including any defect in or damage to or loss of possession or loss of use or destruction of the Equipment or any part or Unit thereof, the condition, design, operation or fitness for use thereof, any Liens or rights of others with respect to the Equipment or any part or Unit thereof, any prohibition or interruption of or other restriction against Lessee's use, operation or possession of the Equipment or any part or Unit thereof, or any interference with such use, operation or possession by any Person or entity (including confiscation, requisition or other than taking by any Governmental Authority, any Person acting under Governmental Authority or otherwise, or action of any public or private Person, or for any other reason whatsoever), the indefeasible payment invalidity or performance in full unenforceability or lack of such liability due authorization of this Lease, or obligation) including: (a) any other Operative Document, any defect in the title to, compliance with plans or specifications for condition, merchantability, design, construction, quality design or fitness for use of the Leased Property all or any portion thereof, or any failure of the Leased Property or Equipment, any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction insolvency of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restrictionbankruptcy, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence reorganization or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the proceeding against Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or for any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether any present or not future law to the Lessee shall have notice or knowledge of any contrary notwithstanding, it being the intention and agreement of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Leaseparties hereto, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lesseebasis of the bargain, that (to the fullest extent permitted by Applicable LawsLaw) Rent and other amounts payable by Lessee hereunder shall continue to be payable in full in all events in the manner and at the times herein provided unless and until the obligation to pay the same shall be terminated pursuant to the express provisions of this Lease. To the extent permitted by Applicable Law, Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel or quit this Lease or surrender this Lease, or to any diminution, abatement or reduction Unit of Rent payable by Equipment except in accordance with the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the express terms of this Lease if it had not been terminated or amended in whole or in parthereof. Each Rent or other payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the and Lessee shall not seek or have any right to recover all or any part of such payment (except for any excess payment made in error) from Without limiting the generality of the foregoing, Lessee covenants that it will remain obligated under this Lease in accordance with its terms, and will not take any action to terminate (except in accordance with the express provisions hereof), rescind or avoid this Lease for any reason, notwithstanding any insolvency, bankruptcy, reorganization or other proceeding affecting Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the conditionOwner Participant, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant property of the Lessee on Lessor or Owner Participant, or any account action which may be taken by any receiver, trustee or for liquidation (or other similar official) or by any reason whatsoevercourt. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents Nothing in this Article III or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding in any other provision of the Operative Documents this Lease shall preclude any separate, independent claim (other than Section 8.11 not by way of the Participation Agreement), seek damages abatement or reduction of any kind amount at any time payable by Lessee hereunder) by Lessee for the breach of any representation, covenant, undertaking or agreement made herein and in any other Operative Document for the benefit of Lessee by Lessor, Owner Participant or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsPerson.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease. Any present or --------- future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Laws, including any inability to occupy or use the Leased any Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased any Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessee or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor and any vendor, manufacturer, contractor of or for any Indemnitee arising from portion of any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document Lease or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Loan Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor Lessor, or bothboth of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction on or any use of any Alterations; (m) the failure of the Lessee to achieve Property or any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementpart thereof; or (nxiii) any other occurrence whatsoever, whether similar cause or dissimilar to the foregoingcircumstances, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Transaction Documents and the obligations of the Lessee shall not seek continue unaffected unless such obligations shall have been modified or have terminated in accordance with an express provision of this Lease. Nothing contained herein is intended to obviate or otherwise diminish any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation may have to pay Basic Rentbring an action, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy either at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a equity, to remedy any breach by the Lessor of its the Lessor's obligations under this Lease or the other Operative Documentshereunder.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease and, notwithstanding and Lessee's obligations to pay all Rent shall be absolute and unconditional under any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under circumstances. Any present or future law to the Operative Documents contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shallbe affected, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any by reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of of, or Release from from, demolition, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion part thereof, including evictionas a result of the exercise of remedies following and during the occurrence of an Event of Default; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereofProperty; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, Administrative Agent or any Participant; (fvi) to the fullest extent permitted by law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Guarantor, Lessor, Administrative Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor Lessor, Administrative Agent, any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including Lessor, Administrative Agent, any Participant, any contractor, vendor, architect, designer, manufacturer, or contractor of or for the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Leased Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the any impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any Alterationspart thereof; (mxiii) the any failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by the parties as set forth at SECTION 24.1 hereof and Section 2.12 5.1 of the Participation Agreement; or (nxiv) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by the right Lessee for may have against any reason whatsoever and the Lessee, Person. The parties to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction Operative Documents intend that the obligations of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative Documents and the computation obligations of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Net Lease. This Lease is an absolute net lease, and Rent and other sums payable by Lessee shall constitute a net lease andbe paid promptly when due hereunder without notice or demand of any character, notwithstanding and without counterclaim, set off, deduction, recoupment or any defense that Lessee may have against Lessor or any other provision person, firm or corporation so that Lessor, or its assigns shall receive the full amount of each installment of Rent throughout the term of this Lease, it . Lessee's obligation for the payment of Rent hereunder is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimabsolute and unconditional, setoff, deduction or defense of any kind and without there shall be no abatement, suspension, deferment, deferment or diminution or reduction of any kindin the Rent by reason of, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shallunder this Lease shall not be affected by, any circumstances or occurrence whatsoever, including without limitation, (a) destruction of or damage to the fullest extent permitted Aircraft, or any part thereof, by Applicable Lawsreason of any casualty or cause whatsoever, in no way be releasedsubject to the provisions of Section 11 hereof, discharged (b) any restriction or otherwise affected for prevention of, or interference with, any reason use of the Aircraft, or any part thereof unless caused by a willful or intentional act of omission of Lessor, (other than the indefeasible payment or performance in full of such liability or obligation) including: (ac) any defect in the condition, merchantabilityairworthiness, design, constructionoperation, quality or fitness for use of the Leased Property or any portion thereofAircraft, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion part thereof, including eviction; (d) any defect in title to condemnation, expropriation, requisition or rights other taking of the Aircraft, or any part thereof, subject to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; provisions of Section 11 hereof, (e) any changeencumbrance, waiver, extension, indulgence lien or other action or omission or breach in respect right of any obligation person whomsoever respecting, or liability any dispossession from, or interference with possession or enjoyment of, the Aircraft, or any part thereof, unless same shall constitute a breach of or by the Lessor; 's warranty made under Section 16.1 hereof, (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor by or any other Person, against Lessee or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, Lessee or by any court, court in any such proceeding; , or (g) any claim that the Lessee has change, extension, waiver, sufferance or might have against any Person, including the Lessor other action or any Indemnitee arising from any of the circumstances set forth omission in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or respect of any other agreement whether obligation or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee liability of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 1 contract
Sources: Aircraft Lease Agreement (MPW Industrial Services Group Inc)
Net Lease. This Master Lease shall constitute a net lease and, notwithstanding any other lease. Any provision of this LeaseMaster Lease or any other Operative Document to the contrary notwithstanding, it is intended that Basic Rentthis Master Lease shall not terminate, Supplemental Rent, nor shall the Lease Balance and all other amounts due and payable under the Operative Documents shall Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except by the fullest extent gross negligence or willful misconduct of the Administrative Agent or Agent Lessor or as expressly herein permitted and by Applicable Laws, performance of the obligations in no way be released, discharged or otherwise affected for any connection therewith) by reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with construction on or any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to of or rights to the Leased Property or any portion thereof Ground Lease or any Lien on such title or rights or on the Leased Property or any portion thereofGround Lease; (ev) any change, waiver, extension, extension or indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorAdministrative Agent, the Agent Lessor or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Guarantor, the Administrative Agent, the Agent Lessor, any Participant or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, the Lessor Guarantor, the Administrative Agent, the Agent Lessor, any Participant or any other Person, or by any court, court in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor Administrative Agent, the Agent Lessor, any Participant, or any Indemnitee arising from any vendor, manufacturer, contractor of or for the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Agent Lessor or any other Lessor to perform or comply with any of the terms of this Master Lease, of any other Operative Document or of any other agreement whether agreement; provided that Lessee does not waive any Claim against Agent Lessor or not related to the Overall Transactionany Lessor or any bankruptcy recoupment right of Lessee; (iix) any invalidity or unenforceability or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility of performance by the Lessee, the Lessor Lessors or bothall of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and may have against the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now Lessors or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at Participants. The parties intend that the time and in the manner that such payment would have become due and payable under the terms obligations of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereofAgent Lessor or the Lessors hereunder or under any other Operative Documents, and the obligations of the Lessee shall not seek or have any right to recover all or any part of such payment from continue unaffected unless the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Sources: Master Lease, Deed of Trust and Security Agreement (Alumax Inc)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent or other amounts payable by Lessee hereunder, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) breach of any warranty or representation with respect to any Property or any Operative Agreement; (k) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subjected to negotiation.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease and, notwithstanding and Lessee’s obligations hereunder to pay Rent shall be absolute and unconditional under any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under circumstances. Any present or future law to the Operative Documents contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted obligations in connection herewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion part thereof to comply with all Applicable Laws Laws, including any inability to occupy or use the Leased Property or any portion part thereof by reason of such non-compliancenon‑compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of of, Release from, or Release from other environmental condition with respect to, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion part thereof or any Lien on such title or rights or on the Leased Property or any portion thereofpart thereof (provided, that the foregoing shall not relieve any Person from its responsibility to remove Lessor Liens attributable to it); (ev) any ‑6‑ change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the LessorAdministrative Agent or any Participant; (fvi) to the fullest extent permitted by Applicable Laws, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Guarantor, Lessee, Lessor, the Lessor Administrative Agent, any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Guarantor, Lessee, Lessor, the Lessor Administrative Agent, any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation any Participant, vendor, manufacturer, contractor of or for the Lessor Leased Property or any Indemnitee arising from any of part thereof, including the circumstances set forth in this sentence (but will not constitute a waiver of such claim)General Contractor; (hviii) any failure on the part of Lessor, the Lessor Administrative Agent or any Participant to perform or comply with any of the terms of this Lease, Lease or any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) any restriction, prevention or curtailment of or interference with the construction Construction or use of the Leased Property or any Alterationspart thereof; (mxiii) the failure of the Guarantor, Lessee or any of their respective Affiliates to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreementbenefits; or (nxiv) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, ’s agreement in the case preceding sentence shall not affect any claim, action or right Lessee may have against any Person. The parties intend that the obligations of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in covenants and agreements that are separate and independent from any obligations of Lessor hereunder or under any other Operative Documents and the computation obligations of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Sources: Lease Agreement
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to or
1. The parties intend that the foregoing, whether or not the Lessee shall have notice or knowledge obligations of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Net Lease. This Master Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased any Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to of or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereofProperty; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorAdministrative Agent or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Administrative Agent, any Participant or any other Person, or any action taken with respect to this Master Lease by any ▇▇▇ Research Corporation Amended and Restated Master Lease trustee or receiver of the Lessee, the Lessor Administrative Agent, any Participant or any other Person, or by any court, court in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor Administrative Agent, any Participant, or any Indemnitee arising from vendor, manufacturer, contractor of or for any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Master Lease, of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor Administrative Agent, any Participant or bothall of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII this Section 5.1 shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at Participants. The parties intend that the time and in the manner that such payment would have become due and payable under the terms obligations of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereofLessor hereunder or under any other Operative Documents, and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Net Lease. This Master Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of the Leased Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (fvi) to the extent permitted by Applicable Law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any vendor, manufacturer, contractor of or for the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseMaster Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII the preceding sentence shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and may have against the Lessee, to Lessor. The parties intend that the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction obligations of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Net Lease. This Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s Lessees obligation to pay all such Rent, indemnities and other amounts throughout the Lease Term is payable hereunder shall be absolute and unconditional. The obligations unconditional under any and liabilities all circumstances and, without limiting the generality of the foregoing, Lessee hereunder shallshall not be entitled to any abatement or reduction of Rent or any setoff against Rent, to indemnity or other amount, whether arising by reason of any past, present or future claims of any nature by Lessee against Agent or any Lessor, or otherwise. Except as otherwise expressly provided herein, this Lease shall not terminate, nor shall the fullest extent permitted by Applicable Laws, in no way obligations of Lessee be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingaffected: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-complianceany defect in, damage to, or loss of possession or use, obsolescence or destruction, of any or all of the Vehicles, however caused; or (b) by the taking or requisitioning of any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking all of the Leased Property Vehicles by condemnation or any portion thereof including evictionotherwise; or (c) by the invalidity or unenforceability or lack of due authorization by Lessor or Lessee or other infirmity of this Lease; or (d) by lack of power or authority of Agent to enter into this Lease or any restriction, prevention other Operative Agreement; or curtailment (e) by the attachment of any Lien of any third party to any Vehicle; or (f) by any prohibition or restriction of or interference with any Lessees use of any or all of the Leased Property Vehicles by any Person; or any portion thereof, including eviction; (dg) any defect in title to or rights to by the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability insolvency of or the commencement by the Lessor; (f) or against Lessor of any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such similar proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, by any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law to the Lessee shall have notice or knowledge of any contrary notwithstanding. It is the intention of the foregoing. Except as specifically set forth parties that all Rent, indemnities and other amounts payable by Lessee hereunder shall be payable in Article XIII all events in the manner and at the times herein provided unless Lessees obligations in respect thereof have been terminated or Section 20.1 modified pursuant to the express provisions of this Lease, this Lease shall be noncancellable by . To the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Lawsapplicable law, Lessee hereby waives any and all rights which it may now have or hereafter which may at any time be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part part, except strictly in accordance with the express terms hereof. Each rental, indemnity or other payment made by operation of law or otherwiseLessee hereunder shall be final, and Lessee shall not seek to recover (except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s Lessees obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all or other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documentshereunder, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), may seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Agent or any Lessor of its obligations under this Lease or the other Operative DocumentsParticipation Agreement.
Appears in 1 contract
Sources: Participation Agreement (Consolidated Freightways Corp)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee Lessees hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of each Lessee to reject Group II Vehicles pursuant to Section 2.2 of the Agreement) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Group II Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Group II Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Group II Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on to the Leased Property Group II Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the relevant Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the relevant Lessee, the Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the relevant Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the relevant Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, relevant Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementGroup II Vehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the relevant Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Operating Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the such Lessee hereunder. All payments by each Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder each Lessees herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Lease Agreement (Budget Group Inc)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of each Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of any Property or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of any Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other proceeding relating to or affecting the Bank, Lessor, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of any Property; (k) breach of any warranty or representation with respect to any Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Law, including any inability to occupy or use the Leased Property or any portion part thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including eviction; part thereof, (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased any Property or any portion thereof(other than Permitted Liens); (ev) any change, waiver, extension, indulgence or other action or Master Lease omission or breach in respect of any obligation or liability of or by the LessorAdministrative Agent or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lesseeany Obligor, the Lessor any Participant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lesseeany Obligor, the Lessor any Participant or any other Person, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including the Lessor without limitation any Participant or any Indemnitee arising from vendor, manufacturer, contractor of or for any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor or any other Lessor to perform or comply with any of the terms of this LeaseLease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; , (jx) the impossibility or illegality of performance by the Lessee, the Lessor or both; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 ; and any provisions of this Lease, this Lease shall be noncancellable by Applicable Law which are contrary to the Lessee for any reason whatsoever and the Lessee, foregoing are hereby waived to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Leaselaw. The Lessee's agreement in the preceding sentence shall not affect any claim, or right (other than the right to any diminution, abatement or reduction of Rent payable by offset Basic Rent) the Lessee hereunder. If for may have against the Lessor or any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law Participant pursuant to the Operative Documents or otherwise, except as expressly provided in Article XIII or Section 20.1 . The parties intend that the obligations of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Documents and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLease.
Appears in 1 contract
Sources: Master Lease (Citrix Systems Inc)
Net Lease. This Lease shall constitute a net lease andNo Setoff, notwithstanding any other provision of this LeaseEtc. THIS MASTER LEASE SHALL CONSTITUTE A NET LEASE AND, it is intended that Basic RentNOTWITHSTANDING ANY OTHER PROVISION OF THIS MASTER LEASE, Supplemental RentIT IS INTENDED THAT PERIODIC RENT AND SUPPLEMENTAL RENT PAYABLE HEREUNDER SHALL BE PAID WITHOUT COUNTERCLAIM, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaimSETOFF, setoffDEDUCTION OR DEFENSE OF ANY KIND AND WITHOUT ABATEMENT, deduction or defense of any kind and without abatementSUSPENSION, suspensionDEFERMENT, defermentDIMINUTION OR REDUCTION OF ANY KIND, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND EACH LESSEE'S OBLIGATION TO PAY ITS REQUIRED PORTION OF ALL SUCH AMOUNTS AS PROVIDED HEREIN THROUGHOUT THE LEASE TERM IS ABSOLUTE AND UNCONDITIONAL. The obligations and liabilities of the each Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected for any reason (other than reason, including, without limitation, to the indefeasible payment or performance in full of such liability or obligation) includingmaximum extent permitted by law: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereofof any Facility Site, Facility or item of Facility F,F&E, or any failure of the Leased Property or any portion thereof of any Facility Site, Facility or item of Facility F,F&E to comply with all Applicable Laws Laws, including any inability to occupy or use the Leased Property or any portion thereof of any Facility Site, Facility or item of Facility F,F&E by reason of such non-compliance; (b) any damage to, abandonment, loss, destruction, requisition, taking or contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof of any Facility Site, Facility or item of Facility F,F&E, including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereofof any Facility Site, Facility or item of Facility F,F&E, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof Facility Site or any Lien on such title or rights or on the Leased Property or any portion thereofFacility Site; (e) the attachment of any Lien of any third Master Lease party to any portion of any Facility Site, Facility or item of Facility F,F&E; (f) any prohibition or restriction of or interference with such Lessee's use of any or all of any Facility Site, Facility or Facility F,F&E by any Person; (g) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by Lessor, the LessorAdministrative Agent or any Lender; (fh) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the such Lessee, any other Lessee, Lessor, the Lessor Administrative Agent, any Lender or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the such Lessee, any other Lessee, Lessor, the Lessor Administrative Agent, any Lender or any other Person, or by any court, in any such proceeding; (gi) any claim that the any Lessee has or might have against any Person, including including, without limitation, any other Lessee. Lessor, the Lessor Administrative Agent or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lender; (hj) any failure on the part of the Lessor to perform or comply with any of the terms of this Master Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transactiontransactions contemplated by the Operative Documents; (ik) any invalidity or unenforceability or disaffirmance against or by the such Lessee or any other Lessee of this Master Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jl) the impossibility of performance by the such Lessee, the Lessor or both; (km) any action by any court, administrative agency or other Governmental Authority; (ln) any restriction, prevention or curtailment of or any interference with the construction or any use of any Alterations; (m) the failure portion of the Lessee to achieve any accounting Facility Site, Facility, or tax benefits or the characterization item of the transaction intended by Section 2.12 of the Participation AgreementFacility F,F&E; or (no) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII Articles IV or Section 20.1 X of this Master Lease, this Master Lease shall be noncancellable by the any Lessee for any reason whatsoever whatsoever, and the each Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Master Lease, or to any diminution, abatement or reduction of Rent payable by the such Lessee hereunder. If for any reason whatsoever this Master Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII Articles IV or Section 20.1 X of this Master Lease, the each Lessee shall, unless prohibited by Applicable Laws, nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable from such Lessee under the terms of this Master Lease if it had not been terminated or amended in whole or in part, and in such case, so long as such payments are made and no Lease Event of Default shall have occurred and be continuing, Lessor will deem this Master Lease to have remained in effect. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the each Lessee hereunder shall be final and, absent manifest error in the computation determination of the amount thereof, the no Lessee shall not seek or have any right to recover all or any part of such payment from Lessor, the Lessor Administrative Agent or any party to any agreements related thereto for any reason whatsoever. Each Lessee assumes the sole responsibility for the condition, use, operation, maintenance, maintenance and management of each Facility which it leases hereunder, together with the Leased Property related Facility Site and the each related item of Facility F,F&E, and Master Lease Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the any Lessee or any subtenant of the any Lessee or any property leased hereunder or subleased to any subtenant of any Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (whatsoever other than Section 8.11 by reason of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such Lessor's willful misconduct or gross negligence or negligence in the handling breach of funds or for a breach by the Lessor any of its obligations under this Lease or the other any Operative DocumentsDocument.
Appears in 1 contract
Net Lease. This Master Lease shall constitute a net lease and, notwithstanding and the Lessee's obligations to pay all Basic Rent and Supplemental Rent shall be absolute and unconditional under any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under circumstances. Any present or future law to the Operative Documents contrary notwithstanding, this Master Lease shall not terminate, nor shall the Lessee be paid without counterclaim, setoff, deduction or defense of entitled to any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kind, and defense with respect to the Lessee’s obligation to pay all such amounts throughout Basic Rent or Supplemental Rent nor shall the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion part thereof, or any the failure of any Improvements or the Leased Property or any portion thereof Land to comply with all Applicable Laws Laws, including any inability to occupy use any Improvements or use the Leased Property or any portion thereof Land by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from of, scrapping or destruction of or any requisition or taking of any Improvements or the Leased Property Land or any portion thereof including eviction; part thereof, (ciii) any restriction, prevention or curtailment of or interference with any the use of any Improvements or the Leased Property Land or any portion part thereof, including eviction; (div) any defect in the Lessor's title to or rights to any Improvements or the Leased Property or any portion thereof Land or any Lien on such title or rights or on any Improvements or the Leased Property or any portion thereofLand; (ev) any change, waiver, extension, indulgence or other action or Master Lease omission or breach in respect of any obligation or liability of or by any of the LessorLessor Parties; (fvi) to the extent permitted by Applicable Law, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, Transaction Party or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, Transaction Party or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from vendor, manufacturer, or supplier of any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Improvements; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, Master Lease or any of the terms of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, Lessee or the Lessor or bothLessor; (kxi) any action by any court, administrative agency or other Governmental Authority; (lxii) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; Adverse Environmental Condition, or (nxiii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The agreement of the Lessee in Article XIII the preceding sentence shall not affect any claim, action or right that the Lessee may have against the Lessor or any other Person, including pursuant to Section 20.1 hereof. The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereof, Lessor hereunder or under any other Operative Document and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Sources: Master Lease and Deed of Trust (Electronic Arts Inc)
Net Lease. This Master Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Law, including any inability to occupy or use the Leased any Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to of or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased any Property or any portion thereof(other than Lessor Liens); (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor, any Investor or the Arranger; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, any Lessee Subsidiary, the Lessor Lessor, any Investor, the Arranger or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, any Lessee Subsidiary, the Lessor Lessor, any Investor, the Arranger or any other Person, or by any court, court in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including the Lessor Lessor, any Investor, the Arranger or any Indemnitee arising from Seller, vendor, manufacturer, contractor of or for any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseMaster Lease (other than performance by the Lessor of its obligations set forth in Section 2.1 hereof), of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor or bothboth of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or Master Lease dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII this Section 5.1 shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in or any Investor. The parties intend that the case obligations of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereofLessor hereunder or under any other Operative Documents, and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Sources: Master Lease and Deed of Trust (Itt Industries Inc)
Net Lease. This Lease shall constitute a net lease andTHE OPERATING LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND EACH LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the each Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein including, without limitation, the right of the Lessee to reject Vehicles pursuant to Section 2.2 of the Base Lease) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingreason, including without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion part thereof, including eviction; (div) any defect in title to or rights to the Leased Property or any portion thereof in, or any Lien on such on, title or rights or on to the Leased Property Vehicles or any portion part thereof; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this the Operating Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document hereof or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Operating Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Operating Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and the Lessees and, except as expressly provided herein, each Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by a Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, no Lessee shall seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the each Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Operating Lease as if it had not been terminated or amended in whole or in part. Each payment All covenants and agreements of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder herein shall be final andperformed at its cost, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, expense and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Lease and Servicing Agreement (Republic Industries Inc)
Net Lease. Lessee's Obligations; No Set-Off,Counterclaim, Etc. -------------------------------------------------------------- This Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the lease. Lessee’s 's obligation to pay all such amounts throughout the Lease Term is Rent payable hereunder shall be absolute and unconditional. The obligations unconditional and liabilities of the Lessee hereunder shallshall not be affected by any circumstance, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingincluding without limitation: (a) any defect in the conditionsetoff, merchantabilitycounterclaim, designrecoupment, construction, quality defense or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-complianceother right which Lessee may have against Lessor; (b) any defect in the title, airworthiness, condition, design, operation or fitness for use of, or any damage to, abandonment, loss, contamination of to or Release from loss or destruction of of, the Aircraft, Airframe or any requisition or taking of the Leased Property Engine, or any portion interruption or cessation in the use or possession thereof including evictionby Lessee for any reason whatsoever; (c) any restrictioninsolvency, prevention bankruptcy, reorganization or curtailment of similar proceedings by or interference with any use of the Leased Property against Lessee or any portion thereof, including evictionother Person; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of Lessee or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (ge) any claim that the Lessee has or might have against any Person, including the Lessor ; or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (if) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderhereof. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, nonetheless agrees to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Basic Rent and Supplemental Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Lease if it had not been terminated or amended in whole or in part. All Rent payable by Lessee shall be paid without notice or demand (except as otherwise expressly provided) and without abatement, suspension, deferment, deduction, diminution or proration by reason of any circumstance or occurrence whatsoever. Lessee hereby waives, to the extent permitted by applicable law, any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Lease or any part hereof, or to any abatement, suppression, deferment, diminution, reduction or proration of Rent except in accordance with the express terms hereof. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the as to Lessor and Lessee. Lessee shall will not seek or have any right to recover all or any part of any such payment from the Lessor or any party to any agreements related thereto of Rent for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.Federal Express Boeing 727-2D4 N362PA
Appears in 1 contract
Net Lease. This Lease shall constitute is a net lease and“net” lease, notwithstanding any other provision which for purposes of this LeaseLease shall mean that none of the expenses and costs associated with the ownership, it is intended that Basic Rentrepair and maintenance of the Premises shall be borne by Landlord, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents of such expenses shall be paid without counterclaimborne by Tenant, setoffexcept as otherwise expressly provided in this Lease to the contrary. Accordingly, deduction or defense of any kind and without Legal Requirements to the contrary notwithstanding, except as expressly provided herein, this Lease shall not terminate, nor except as expressly provided herein, shall Tenant be entitled to any notice, demand, abatement, suspension, deferment, diminution reduction, set off, counterclaim, or reduction defense with respect to any Rent, nor shall the obligations of any kindTenant hereunder be affected, and except as expressly provided herein, by reason of: the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities condition of the Lessee hereunder shallPremises on or following the date hereof, any damage to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) including: (a) any defect in the condition, merchantability, design, construction, quality or fitness for use destruction of the Leased Property Premises or any portion part thereof; any taking of the Premises or any part thereof or interest therein by condemnation or otherwise; any prohibition, limitation, restriction or prevention of Tenant’s use, occupancy or enjoyment of the Premises or any part thereof, or any failure of the Leased Property interference with such use, occupancy or enjoyment by any Person (other than Landlord or any portion thereof to comply with all Applicable Laws including Person claiming by, through or under Landlord) or for any inability to occupy or use the Leased Property or reason; any portion thereof by reason of such non-compliance; matter (bincluding, without limitation, Permitted Exceptions) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in affecting title to the Premises (except matters other than Permitted Exceptions arising by, through or rights to under Landlord); the Leased Property impossibility or illegality of performance by Landlord, Tenant, or both, of any portion thereof of its or their obligations hereunder; any Lien on such title or rights or on the Leased Property or action of any portion thereofgovernmental authority; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating failure to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure act on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of Landlord under this Lease or any provision hereof other agreement; any breach of warranty or misrepresentation; or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee Tenant shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents.
Appears in 1 contract
Net Lease. This Master Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Master Lease shall not terminate, nor shall the Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim or reduction of any kinddefense with respect to the Rent, and nor shall the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shall, to be affected (except as expressly herein permitted and by performance of the fullest extent permitted obligations in connection therewith) by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingof: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion part thereof, or any the failure of the Leased any Property or any portion thereof to comply with all Applicable Laws Requirements of Law, including any inability to occupy or use the Leased any Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from from, scrapping or destruction of or any requisition or taking of the Leased any Property or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with the construction on or any use of the Leased any Property or any portion thereof, part thereof including eviction; (div) any defect in title to of or rights to the Leased any Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof▇▇▇ Research Corporation Amended and Restated Master Lease Property; (ev) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the LessorAdministrative Agent or any Participant; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor Administrative Agent, any Participant or any other Person, or any action taken with respect to this Master Lease by any trustee or receiver of the Lessee, the Lessor Administrative Agent, any Participant or any other Person, or by any court, court in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including including, without limitation, the Lessor Administrative Agent, any Participant or any Indemnitee arising from vendor, manufacturer, contractor of or for any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Property; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Master Lease, of any other Operative Document or of any other agreement whether or not related to the Overall Transactionagreement; (iix) any invalidity or unenforceability or illegality or disaffirmance of this Master Lease against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (jx) the impossibility or illegality of performance by the Lessee, the Lessor Administrative Agent, any Participant or bothall of them; (kxi) any action by any court, administrative agency or other Governmental Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoever, cause or circumstances whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth The Lessee's agreement in Article XIII this Section 5.1 shall not affect any claim, action or Section 20.1 of this Lease, this Lease shall be noncancellable by right the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to may have against the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and or any other amount due and payable under any Operative Documents) at Participant. The parties intend that the time and in the manner that such payment would have become due and payable under the terms obligations of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation covenants and agreements that are separate and independent from any obligations of the amount thereofLessor hereunder or under any other Operative Documents, and the obligations of the Lessee shall not seek or have any right to recover all or any part of continue unaffected unless such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsMaster Lease.
Appears in 1 contract
Net Lease. This Equipment Operating Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s 's obligation to pay all such amounts throughout the Lease Term is Rent payable hereunder shall be absolute and unconditional. The obligations unconditional under any and liabilities all circumstances and shall not be affected by any circumstance of any character, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee hereunder shallmay have against the Lessor, to the fullest extent permitted by Applicable LawsOwner Participant, in no way be releasedthe Agent or any Lender or any other Person, discharged (ii) any lack or otherwise affected for any reason (other than the indefeasible payment invalidity of title or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Clover Unit 1 or any portion thereofComponent, any unavailability of Clover Unit 1, the Clover Real Estate, any Component, the Lessee's Unit 1 Interest or any part after its delivery and acceptance by the Lessee hereunder, for any reason, (iii) any loss or destruction of, or damage to, Clover Unit 1 or any Component or interruption or cessation in the use or possession thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of Clover Unit 1, the Clover Real Estate, any Component, the Lessee's Unit 1 Interest or any part thereof by any Governmental Entity or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Equipment Operating Lease or any other Operative Document, (vi) the lack of right, power or authority of the Lessor to enter into this Equipment Operating Lease or any Operative Document, (vii) any ineligibility of Clover Unit 1 or any Component for any particular use, whether or not due to any failure of the Leased Property Lessee or any portion thereof the Clover Unit 1 Operator to comply with all any Applicable Laws including Law, (viii) any inability to occupy or use the Leased Property event of Force Majeure or any portion thereof by reason of such non-compliance; frustration, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (cx) any restrictioninsolvency, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Lessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Lease by Clover Unit 1, the Clover Real Estate, any trustee Component, the Lessee's Unit 1 Interest or receiver any part thereof, (xii) the occurrence of a Lessor Event of Default, (xiii) the existence of the LesseeQualifying Security, the Lessor Payment Undertaking Agreement, the Deposit or any Qualifying Letter of Credit (other Person, or by any court, in any such proceeding; (g) any claim that than to the Lessee has or might have against any Person, including extent of the Lessor or any Indemnitee arising Rent payment intended to be discharged from any of remittance from the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this LeaseQualifying Security, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the LesseePayment Undertaking Agreement, the Lessor Deposit or both; (kQualifying Letter of Credit) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxiv) any other occurrence whatsoever, cause whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as set forth herein or in any other Operative Documents, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives parties hereto that all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderhereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Rent shall not be subject to any abatement and the payments thereof shall not be subject to any setoff or reduction for any reason whatsoever, including any present or future claims of the Lessee against the Lessor or any other Person under this Equipment Operating Lease or otherwise. To the extent permitted by Applicable Law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Equipment Operating Lease with respect to the Equipment Interest, except in accordance with Sections 10, 13, 14, 15 and 18. If for any reason whatsoever this Equipment Operating Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited nonetheless agrees to the extent permitted by Applicable LawsLaw, to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Rent payment (including the Lease Balance and any other amount all Supplemental Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Equipment Operating Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including Nothing contained herein shall be construed to waive any payment claim which the Lessee might have under any of the Lease Balance and Break Even Price made by Operative Documents or otherwise or to limit the right of the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or to make any claim it might have any right to recover all or any part of such payment from against the Lessor or any party other Person or to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility pursue such claim in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of such manner as the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsshall deem appropriate.
Appears in 1 contract
Sources: Equipment Operating Lease Agreement (Old Dominion Electric Cooperative)
Net Lease. This Lease shall constitute a net lease andlease, notwithstanding and the obligations of Lessee hereunder are absolute and unconditional. Lessee shall pay all operating expenses arising out of the use, operation and/or occupancy of the Property. Any present or future law to the contrary notwithstanding, this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of any kind, Lessee hereunder be affected (except as expressly herein permitted and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities by performance of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, obligations in no way be released, discharged or otherwise affected connection therewith) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingwhatsoever, including without limitation by reason of: (a) any damage to or destruction of the Property or any part thereof; (b) any taking of the Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, limitation, restriction or prevention of Lessee's use, occupancy or enjoyment of the Property or any part thereof, or any interference with such use, occupancy or enjoyment by any Person or for any other reason; (d) any title defect, Lien or any matter affecting title to the Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, receivership, dissolution or other proceeding relating to or affecting the Agent, any Primary Financing Party, Lessor, Lessee or any Governmental Authority; (h) the impossibility or illegality of performance by Lessor, Lessee or both; (i) any action of any Governmental Authority or any other Person; (j) Lessee's acquisition of ownership of all or part of the Property; (k) breach of any warranty or representation with respect to the Property or any Operative Agreement; (l) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 The parties intend that the obligations of this Lease, this Lease shall be noncancellable by the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final andcovenants, absent manifest error in the computation agreements and obligations that are separate and independent from any obligations of the amount thereofLessor hereunder and shall continue unaffected unless such covenants, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor obligations shall have no responsibility been modified or terminated in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other accordance with an express provision of this Lease. Lessor and Lessee acknowledge and agree that the Operative Documents (other than provisions of this Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents6.1 have been specifically reviewed and subject to negotiation.
Appears in 1 contract
Sources: Lease Agreement (Toys R Us Inc)
Net Lease. This The Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the lease. Lessee’s obligation to pay Rent and to perform all such amounts throughout of its other obligations under the Lease Term (except as otherwise provided in the Lease) is absolute and unconditional. The obligations unconditional no matter what happens and liabilities no matter how fundamental or unforeseen the event, including any of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingfollowing: (a) any defect in right of set-off, counterclaim, recoupment, defense or other right which Lessee may have against the conditionLessor, merchantabilityOwner, designany Indemnitee, constructionManufacturer, quality any manufacturer or fitness for use seller of the Leased Property or any portion thereof, Person providing services with respect to the Engine or any failure of the Leased Property Part or any portion thereof to comply with all Applicable Laws including other Person, for any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliancewhatsoever; (b) any damage tounavailability of the Engine for any reason, abandonment, loss, contamination including a requisition of the Engine or any prohibition or interruption of or Release from interference with or destruction of other restriction against Lessee’s use, operation or any requisition or taking possession of the Leased Property Engine (whether or any portion thereof including evictionnot the same would, but for this provision, result in the termination of the Lease by operation of law); (c) any restrictionlack or invalidity of title or any other defect in title, prevention airworthiness, merchantability, fitness for any purpose, condition, design, or curtailment operation of any kind or nature of the Engine for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Event of Loss in respect of or interference with any use of damage to the Leased Property or any portion thereof, including evictionEngine; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustmentreadjustment of debt, dissolution, liquidation or other like similar proceedings relating to the Lesseeby or against Lessor, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (ie) any invalidity or unenforceability or disaffirmance against lack of due authorization of, or by other defect in, the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereofLease; (j) the impossibility of performance by the Lessee, the Lessor or both; (kf) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; Security Interests or (nexcept as provided in Section 5.6(a) (Withholding)) Taxes; and/or (g) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgment in selecting the Engine, whether similar and has not relied on Lessor or dissimilar to the foregoingon any information supplied by Lessor, whether that Lessor is not a manufacturer of or not the Lessee shall have notice or knowledge of any dealer in engines and that Lessor has all of the foregoingrights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as specifically expressly set forth elsewhere in Article XIII or Section 20.1 of this the Lease, this Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, ▇▇▇▇▇, cancel, quit, reduce, defer, suspend or surrender the Lease or the Engine or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be noncancellable by the final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderexcept manifest error. If for any reason whatsoever this the Lease shall be terminated or amended in whole or in part by operation of law or otherwiseLaw, except as expressly specifically provided in Article XIII or Section 20.1 of this the Lease, Lessee waives, to the Lessee shallextent permitted by applicable Law, unless prohibited by Applicable Laws, all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations under the Lease and nonetheless agrees to pay to the Lessor (orLessor, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent and Supplemental Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment payments would have become due and payable under in accordance with the terms of this the Lease if it had the Lease not been terminated or amended in whole or in part. Each payment of Rent including any payment part and so long as such payments are made and all other terms and conditions of the Lease Balance are complied with by Lessee, Lessor and Break Even Price made by Lessee will deem the Lease to remain in full force and effect and Lessee hereunder shall continue in possession of the Engine under the terms and conditions of the Lease and Lessee shall continue to have, and shall be final andentitled to exercise, absent manifest error all of its rights under the Lease as if the Lease remained in full force and effect. Nothing in this Section 5.12 will be construed to limit Lessee’s right to institute separate legal proceedings or from separately pursuing any claim it may have from time to time against Lessor in the computation event of Lessor’s breach of the amount thereofLease as and to the extent not prohibited by an express term of the Lease, the Lessee shall not seek or have to limit Lessee’s rights and remedies against any right to recover all or any part of such payment from the Lessor or any party other Person with respect to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsmatter.
Appears in 1 contract
Sources: Engine Lease (Airtran Airways Inc)
Net Lease. This Lease shall constitute a net lease andlease. Any present or future law to the contrary notwithstanding, notwithstanding this Lease shall not terminate, nor shall Lessee be entitled to any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution reduction, setoff, counterclaim, or reduction defense with respect to the Rent, nor shall the obligations of Lessee hereunder be affected (except as expressly herein permitted and by performance of the obligations in connection therewith) by reason of (a) any damage to or destruction of any kindProperty or any part thereof; (b) any taking of any Property or any part thereof or interest therein by Condemnation or otherwise; (c) any prohibition, and the limitation, restriction or prevention of Lessee’s obligation to pay all use, occupancy or enjoyment of any Property or any part thereof, or any interference with such amounts throughout the Lease Term is absolute and unconditional. The obligations and liabilities of the Lessee hereunder shalluse, to the fullest extent permitted occupancy or enjoyment by Applicable Laws, in no way be released, discharged any Person or otherwise affected for any reason other reason; (d) any title defect, Lien or any matter affecting title to any Property; (e) any eviction by paramount title or otherwise; (f) any default by Lessor hereunder; (g) any action for bankruptcy, insolvency, reorganization, liquidation, dissolution or other than proceeding relating to or affecting the indefeasible payment Agent, any Lender, Lessor, Lessee, any Holder or any Governmental Authority; (h) the impossibility or illegality of performance in full by Lessor, Lessee or both, (i) any action of such liability any Governmental Authority or obligationany other Person; (j) including: Lessee’s acquisition of ownership of all or part of any Property; (ak) breach of any warranty or representation with respect to any Property or of any Operative Agreement; (1) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased any Property or any portion thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (b) any damage to, abandonment, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (n) any other occurrence whatsoever, cause or circumstance whether similar or dissimilar to the foregoing, foregoing and whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this Lease The foregoing clause (j) shall be noncancellable by not prevent the Lessee for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder. If for any reason whatsoever this Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly provided in Article XIII or Section 20.1 of this Lease, the Lessee shall, unless prohibited by Applicable Laws, pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this Lease if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment termination of the Lease Balance and Break Even Price made by in accordance with the terms hereof if the Lessee hereunder shall be final and, absent manifest error in the computation purchases all of the amount thereof, the Lessee shall not seek Properties pursuant to Section 20.1 or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documents20.
Appears in 1 contract
Sources: Lease Agreement (Healthsouth Corp)
Net Lease. This Lease shall constitute Ground Sub-sublease is a "net lease and, lease" and notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rentanything herein to the contrary, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s Ground Sub-sublessee's obligation to pay all such rent and other sums payable hereunder (and all amounts throughout the Lease Term is payable in lieu of rent and other sums following termination of this Ground Sub-sublease) shall be absolute and unconditional. The obligations unconditional under any and liabilities of the Lessee hereunder shallall circumstances and shall not be terminated, to the fullest extent permitted by Applicable Lawsextinguished, in no way be releaseddiminished, discharged lost or otherwise affected impaired, nor shall the Ground Sub-sublessee's other obligations hereunder or the Ground Sub-sublessor's rights hereunder be terminated, extinguished, diminished, lost or otherwise impaired affected, by any circumstance of any character or for any reason (other than whatsoever, whether or not the indefeasible payment same involves the loss of all or performance in full any part of such liability the leasehold estate granted by this Ground Sub-sublease, including without limitation any of the following circumstances or obligation) includingreasons: (ai) any setoff, counterclaim, recoupment, defense or other right which the Ground Sub-sublessee may have against the Ground Sub-sublessor, the Trustees, the Owner Participant, or the Lender or any other Person, including, without limitation, any breach by any of said parties of any covenant or provision under this Ground Sub-sublease or under any Operative Document, (ii) any lack or invalidity of title or any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any portion thereofComponent, or any foreclosure or deed in lieu of foreclosure of the Oglethorpe Mortgage, or any termination of the leasehold estate granted by this Ground Sub-sublease as a result thereof by operation of law or contract, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Rocky Mountain Site, any Component, any other portion of the Facility Lessee's Rocky Mountain Interest or the interest of any other Person or any part of the foregoing for any reason whatsoever, (iii) any loss or destruction of, or damage to, the Facility or any Component or interruption or cessation in the use or possession thereof or any part of the foregoing by the Ground Sub-sublessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility, the Rocky Mountain Site, any Component, any other portion of the Ground Sub-sublessee's Rocky Mountain Interest or any part of the foregoing by any Governmental Entity or otherwise, (v) the invalidity or unenforceability or lack of due authorization or other infirmity of this Ground Sub-sublease or any other Operative Document, (vi) the lack of right, power or authority of the Ground Sub-sublessor to enter into this Ground Sub-sublease or any other Operative Document, (vii) any ineligibility of the Facility or any Component for any particular use, whether or not due to any failure of the Leased Property Ground Sub-sublessor or any portion thereof the Facility Operator to comply with all any Applicable Laws including Law, (viii) any inability to occupy or use the Leased Property event of "force majeure" or any portion thereof by reason of such non-compliance; frustration, (bix) any damage tolegal requirement similar or dissimilar to the foregoing, abandonmentany present or future law to the contrary notwithstanding, loss, contamination of or Release from or destruction of or any requisition or taking of the Leased Property or any portion thereof including eviction; (cx) any restrictioninsolvency, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation reorganization or other like proceedings relating to similar proceeding by or against the Lessee, the Lessor Ground Sub-sublessee or any other Person, or (xi) any action taken Lien of any Person with respect to this Lease by the Facility, the Rocky Mountain Site, any trustee or receiver Component, any other portion of the Lessee, the Lessor Ground Sub-sublessee's Rocky Mountain Interest or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Leaseforegoing, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Documents, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that all rent and other sums payable by the Ground Sub-sublessee hereunder (and all amounts payable in Article XIII or Section 20.1 lieu of rent and other sums following termination of this Lease, this Lease Ground Sub-sublease) be paid in the manner and at the times provided for herein. Such rent and other sums payable hereunder shall not be noncancellable by subject to any abatement and the Lessee payments thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Ground Sub-sublessee or any other Person against the fullest extent permitted by Applicable Laws, waives all rights now Ground Sub-sublessor or hereafter conferred by statute any other Person under this Ground Sub-sublease or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderotherwise. If for any reason whatsoever this Lease Ground Sub-sublease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited Ground Sub-sublessee nonetheless agrees to the extent permitted by Applicable LawsLaw, to pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and Ground Sub-sublessor any other amount due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms hereof had this Ground Sub-sublease not been so terminated. The provisions of this Lease if it had not been terminated or amended in whole or in part. Each payment Section 2.6 shall survive the termination of Rent including any payment of the Lease Balance and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto this Ground Sub-sublease for any reason whatsoever. Lessee assumes Upon and after the sole responsibility for the condition, use, operation, maintenance, and management termination of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or leasehold hereby granted for any reason whatsoever, the Ground Sub-sublessee shall pay to the Ground Sub-sublessor in lieu of the rent and other sums payable hereunder, an amount equal to such rent and other sums, and this obligation is expressly agreed to be a covenant of the Ground Sub-sublessee that is independent of the existence of such leasehold. Without affecting The obligations of the Lessee’s obligation Ground Sub-sublessee to pay Basic Rent, Supplemental Rent, the Lease Balance all amounts hereunder other than rent and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision sums are also covenants that are independent of the Operative Documents (other than Section 8.11 existence of such leasehold and shall survive the Participation Agreement), seek damages of termination thereof for any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsreason whatsoever.
Appears in 1 contract
Sources: Ground Sub Sublease Agreement (Oglethorpe Power Corp)
Net Lease. This Facility Lease shall constitute is a "net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, lease" and the Lessee’s 's obligation to pay all such Rent, including Basic Lease Rent, Renewal Lease Rent and Supplemental Rent payable hereunder (and all amounts, including Termination Value (or amounts throughout the computed by reference thereto), in lieu of Basic Lease Term is Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall be absolute and unconditional. The obligations unconditional under any and liabilities all circumstances and shall not be terminated, extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (i) any setoff, counterclaim, recoupment, defense or other right which the Lessee hereunder shallmay have against the Owner Lessor, to the fullest extent permitted Owner Trustee, the Owner Participant, the Equity Investor, the Indenture Trustee, any of their respective Affiliates, the Pass Through Trustee or any other Person, including any claim as a result of any breach by Applicable Lawsany of said parties of any covenant or provision in this Facility Lease or any other Operative Document, in no way be released, discharged (ii) any lack or otherwise affected for any reason (other than the indefeasible payment invalidity of title or performance in full of such liability or obligation) including: (a) any defect in the title, condition, merchantability, design, constructionoperation, quality merchantability or fitness for use of the Leased Property Facility or any Component or any portion of either thereof, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Facility Site, any Component or any portion of either thereof, any other portion of the Facility, or any part thereof, (iii) any loss, theft or destruction of, or damage to, the Facility or any Component or any portion of either thereof or interruption or cessation in the use or possession thereof or any part thereof by the Lessee for any reason whatsoever and of whatever duration, (iv) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility Site, the Facility, any Component or any portion of either thereof by any Governmental Entity or otherwise, (v) the invalidity or unenforceability (or allegation of invalidity or unenforceability) or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (vi) the lack of right, power or authority of the Owner Lessor to enter into this Facility Lease or any other Operative Document, (vii) any ineligibility of the Facility or any Component or any portion of either thereof for any particular use, whether or not due to any failure of the Leased Property Lessee to comply with any Applicable Law, (viii) any event of "force majeure" or any frustration, (ix) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (x) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Lessee or any other Person, (xi) any Lien of any Person with respect to the Facility Site, the Facility, any Component or any portion of either thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; part thereof, (bxii) any damage toprohibition, abandonment, loss, contamination limitation or restriction of or Release from or destruction Lessee's use of all or any requisition or taking part of the Leased Property Facility, the Facility Site or any portion thereof including eviction; (c) any restriction, prevention or curtailment of or interference with any use of the Leased Property or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property Ground Interest or any portion thereof or any Lien on interest therein or the interference with such title use by any Person, (xiii) the termination or rights loss of the Facility, the Facility Site or on the Leased Property Ground Interest or any portion thereof; , any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility is located, attached or appurtenant or in connection with which any portion of the Facility is used or otherwise affects or may affect the Facility or any right thereto, (exiv) any changebreach, waiver, extension, indulgence default or other action or omission or breach in respect of any obligation or liability of or misrepresentation by the Lessor; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Owner Lessor or any other Person, or any action taken with respect to Person under this Facility Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (i) any invalidity or unenforceability or disaffirmance against or by the Lessee of this Lease or any provision hereof or any of the other Operative Documents, (xv) any failure, omission or delay on the part of any Person to exercise any right, power or remedy under any Operative Document, (xvi) the taking or omission of any of the actions referred to in any of the Operative Documents or any provision of any thereof; (j) the impossibility of performance by the Lessee, the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (nxvii) any other occurrence whatsoevercause, whether similar or dissimilar to the foregoing, whether any present or not future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the Lessee shall have notice or knowledge of any intention of the foregoing. Except as specifically set forth parties hereto that all Rent, including all Basic Lease Rent and Renewal Lease Rent (and all amounts, including Termination Value, in Article XIII lieu of Basic Lease Rent or Section 20.1 Renewal Lease Rent following termination of this Lease, this Facility Lease shall be noncancellable in whole or in part) payable by the Lessee hereunder shall continue to be payable in all events in the manner and at times provided for herein. Such Rent, including Basic Lease Rent or Renewal Lease Rent (and all amounts, including Termination Value (or amounts computed by reference thereto), in lieu of Basic Lease Rent or Renewal Lease Rent following termination of this Facility Lease in whole or in part) shall not be subject to any abatement and the payments thereof shall not be subject to any setoff or reduction for any reason whatsoever and whatsoever, including any present or future claims of the Lessee, to Lessee or any other Person against the fullest Owner Lessor or any other Person under this Facility Lease or otherwise. To the extent permitted by Applicable LawsLaw, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise otherwise, to quitterminate, terminate cancel, quit or surrender this LeaseFacility Lease with respect to the Facility except in accordance with Section 10, 13 or to any diminution, abatement or reduction of Rent payable by the Lessee hereunder14. If for any reason whatsoever this Facility Lease shall be terminated or amended in whole or in part by operation of law or otherwise, except as expressly specifically provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shallnonetheless agrees, unless prohibited to the extent permitted by Applicable LawsLaw, to pay to the Owner Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each installment of Basic Lease Rent payment (including the or, in connection with a termination of a Renewal Lease Balance Term, Renewal Lease Rent) and any other amount all Supplemental Lease Rent due and payable under any Operative Documents) owing, at the time and in the manner that such payment would have become due and payable under in accordance with the terms of hereof had this Facility Lease if it had not been terminated or amended in whole or in partso terminated. Each payment of Rent including Nothing contained herein shall be construed to waive any payment of the Lease Balance and Break Even Price made by claim which the Lessee hereunder shall be final and, absent manifest error in the computation might have under any of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or otherwise or to perform its obligations under limit the Operative Documents, right of the Lessee may, notwithstanding to make any other provision of claim it might have against the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind Owner Lessor or any other remedy at law Person or equity against to pursue such claim in such manner as the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsLessee shall deem appropriate.
Appears in 1 contract
Net Lease. This The Lease shall constitute is a net lease and, notwithstanding any other provision of this Lease, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the lease. The Lessee’s 's obligation to pay Rent and to perform all such amounts throughout of its other obligations under the Lease Term is absolute and unconditional. The obligations unconditional no matter what happens and liabilities no matter how fundamental or unforeseen the event, including any of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, in no way be released, discharged or otherwise affected for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingfollowing: (a) any defect in right of set-off, counterclaim, recoupment, defense or other right which either party to the conditionLease may have against the other (including any right of reimbursement) or which Lessee may have against the Manufacturer, merchantability, design, construction, quality any manufacturer or fitness for use seller of the Leased Property or any portion thereofPerson providing services with respect to the Aircraft, any Engine or any failure of the Leased Property Part or any portion thereof to comply with all Applicable Laws including other Person, for any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; whatsoever, (b) any damage tounavailability of the Aircraft for any reason, abandonment, loss, contamination including a requisition of the Aircraft or any prohibition or interruption of or Release from interference with or destruction of other restriction against ▇▇▇▇▇▇'s use, operation or any requisition or taking possession of the Leased Property Aircraft (whether or any portion thereof including evictionnot the same would, but for this provision, result in the termination of the Lease by operation of law); (c) any restrictionlack or invalidity of title or any other defect in title, prevention airworthiness, merchantability, fitness for any purpose, condition, design, or curtailment operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Event of Loss in respect of or interference with any use of damage to the Leased Property or any portion thereof, including evictionAircraft; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion thereof; (e) any changeinsolvency, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by the Lessor; (f) any bankruptcy, insolvency, reorganization, compositionarrangement, adjustment, readjustment of debt dissolution, liquidation or other like similar proceedings relating to the Lesseeby or against Lessor, the Lessor Lessee or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim that the Lessee has or might have against any Person, including the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim); (h) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; (ie) any invalidity or unenforceability or disaffirmance against lack of due authorization of, or by other defect in, the Lessee of this Lease or any provision hereof or any of the other Operative Documents or any provision of any thereofLease; (j) the impossibility of performance by the Lessee, the Lessor or both; (kf) any action by any court, administrative agency Security Interests or other AuthorityTaxes; and/or (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation Agreement; or (ng) any other occurrence whatsoevercause or circumstance which but for this provision would or might otherwise have the effect of terminating or in any way affecting any obligation of Lessee under the Lease. Lessee acknowledges and agrees that it has used its own judgement in selecting the Aircraft, whether similar and has not relied on Lessor or dissimilar to the foregoing-14- <PAGE> on any information supplied by Lessor, whether that Lessor is not a manufacturer of or not the Lessee shall have notice or knowledge of any dealer in aircraft and that Lessor has all of the foregoingrights and benefits of a lessor under a lease to which Section 2A-407 of the UCC applies as provided in such Section 2A-407. Except as specifically expressly set forth elsewhere in Article XIII or Section 20.1 of this the Lease, this Lessee hereby waives, to the extent permitted by applicable Law, any and all right which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, ▇▇▇▇▇, cancel, quit, reduce, defer, suspend or surrender the Lease or the Aircraft or any obligation imposed upon Lessee under the Lease (including payment of Rent or Supplemental Rent). Each payment of Rent or Supplemental Rent made by Lessee shall be noncancellable by the final. Lessee will not seek to recover all or any part of any payment of Rent or Supplemental Rent for any reason whatsoever and the Lessee, to the fullest extent permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease, or to any diminution, abatement or reduction of Rent payable by the Lessee hereunderexcept manifest error. If for any reason whatsoever this the Lease shall be terminated or amended in whole or in part by operation of law or otherwiseLaw, except as expressly specifically provided in Article XIII or Section 20.1 of this the Lease, the Lessee shall, unless prohibited by Applicable Laws, waives all rights (if any) to any termination or diminution in its Rent or Supplemental Rent obligations hereunder and nonetheless agrees to pay to the Lessor (orLessor, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent and Supplemental Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment payments would have become due and payable under in accordance with the terms of this thereof had the Lease if it had not been terminated or amended in whole or in partpart and so long as such payments are made and all other terms and conditions hereof are complied with by ▇▇▇▇▇▇, Lessor and ▇▇▇▇▇▇ will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease. Each payment Nothing in this Section 5.12 will be construed to limit ▇▇▇▇▇▇'s right to institute separate legal proceedings against Lessor in the event of Rent including any payment Lessor's breach of the Lease Balance as and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto extent permitted by Sections 7.1 and 16.3 of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentthis CTA, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding limit ▇▇▇▇▇▇'s rights and remedies against any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative DocumentsPerson.
Appears in 1 contract
Sources: Aircraft Lease Agreement
Net Lease. This Lease shall constitute a net lease andTHE LEASE SHALL BE A NET LEASE, notwithstanding any other provision of this LeaseAND THE LESSEE'S --------- OBLIGATION TO PAY ALL RENT AND OTHER SUMS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAL, it is intended that Basic Rent, Supplemental Rent, the Lease Balance and all other amounts due and payable under the Operative Documents shall be paid without counterclaim, setoff, deduction or defense of any kind and without abatement, suspension, deferment, diminution or reduction of any kind, and the Lessee’s obligation to pay all such amounts throughout the Lease Term is absolute and unconditionalAND SHALL NOT BE SUBJECT TO ANY ABATEMENT OR REDUCTION FOR ANY REASON WHATSOEVER. The obligations and liabilities of the Lessee hereunder shall, to the fullest extent permitted by Applicable Laws, shall in no way be released, discharged or otherwise affected (except as may be expressly provided herein) for any reason (other than the indefeasible payment or performance in full of such liability or obligation) includingincluding without limitation: (ai) any defect in the condition, merchantability, design, construction, quality or fitness for use of the Leased Property Vehicles or any portion part thereof, or any failure of the Leased Property or any portion thereof to comply with all Applicable Laws including any inability to occupy or use the Leased Property or any portion thereof by reason of such non-compliance; (bii) any damage to, removal, abandonment, salvage, loss, contamination of or Release from scrapping or destruction of or any requisition or taking of the Leased Property Vehicles or any portion thereof including evictionpart thereof; (ciii) any restriction, prevention or curtailment of or interference with any use of the Leased Property Vehicles or any portion thereof, including eviction; (d) any defect in title to or rights to the Leased Property or any portion thereof or any Lien on such title or rights or on the Leased Property or any portion part thereof; (eiv) any Lien created by the Lessee on the Vehicles; (v) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of the Lessee or by the Lessor; (fvi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings proceeding relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this the Lease by any trustee or receiver of the Lessee, the Lessor or any other PersonPerson mentioned above, or by any court, in any such proceeding; (gvii) any claim that the Lessee has or might have against any Person, including without limitation the Lessor or any Indemnitee arising from any of the circumstances set forth in this sentence (but will not constitute a waiver of such claim)Lessor; (hviii) any failure on the part of the Lessor to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement whether or not related to the Overall Transaction; hereof (iix) any invalidity or unenforceability or disaffirmance against or by of the Lessee of this Lease or any provision hereof or any of the other Operative Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (jx) the impossibility of performance any insurance premiums payable by the Lessee, Lessee with respect to the Lessor or both; (k) any action by any court, administrative agency or other Authority; (l) the construction of any Alterations; (m) the failure of the Lessee to achieve any accounting or tax benefits or the characterization of the transaction intended by Section 2.12 of the Participation AgreementVehicles; or (nxi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoingforegoing and whether or not foreseen or foreseeable. Except as specifically set forth in Article XIII or Section 20.1 of this Lease, this The Lease shall be noncancellable noncancelable by the Lessee for any reason whatsoever and and, except as expressly provided herein, the Lessee, to the fullest extent permitted by Applicable Lawslaw, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this the Operating Lease, or to any diminution, abatement diminution or reduction of Rent payable by the Lessee hereunder. All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error. If for any reason whatsoever this the Lease shall be terminated or amended in whole or in part by operation of law or otherwise, otherwise except as expressly provided in Article XIII or Section 20.1 of this Leaseherein, the Lessee shall, unless prohibited by Applicable Laws, shall nonetheless pay to the Lessor (or, in the case of Supplemental Rent, to whomever shall be entitled thereto) a compensation in an amount equal to each Rent payment (including the Lease Balance and any other amount due and payable under any Operative Documents) at the time and in the manner that such payment would have become due and payable under the terms of this the Lease as if it had not been terminated or amended in whole or in part. Each payment of Rent including any payment of the Lease Balance All covenants and Break Even Price made by the Lessee hereunder shall be final and, absent manifest error in the computation of the amount thereof, the Lessee shall not seek or have any right to recover all or any part of such payment from the Lessor or any party to any agreements related thereto for any reason whatsoever. Lessee assumes the sole responsibility for the condition, use, operation, maintenance, and management of the Leased Property and the Lessor shall have no responsibility in respect thereof and shall have no liability for damage to the Leased Property or the property relating thereto of the Lessee or any subtenant of the Lessee on any account or for any reason whatsoever. Without affecting the Lessee’s obligation to pay Basic Rentherein shall be performed at its cost, Supplemental Rent, the Lease Balance expense and all other amounts due and payable under the Operative Documents or to perform its obligations under the Operative Documents, the Lessee may, notwithstanding any other provision of the Operative Documents (other than Section 8.11 of the Participation Agreement), seek damages of any kind or any other remedy at law or equity against the Lessor for such willful misconduct or gross negligence or negligence in the handling of funds or for a breach by the Lessor of its obligations under this Lease or the other Operative Documentsrisk unless expressly otherwise stated.
Appears in 1 contract
Sources: Master Motor Vehicle Lease Agreement (Ryder TRS Inc)