Common use of Possession and Use of Equipment; Compliance with Laws Clause in Contracts

Possession and Use of Equipment; Compliance with Laws. Lessee shall use each Item of Equipment only in the manner for which it was designed and intended by the original manufacturer thereof (subject to any upgrade in any software used in connection with such Item of Equipment) and shall not use any Item of Equipment or any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, the utility, remaining useful life or, except to the extent in compliance with the Lease, Residual Value of such Item of Equipment, other than as a result of ordinary wear and tear. Lessee agrees that each Item of Equipment will be used and operated in compliance in all material respects with any and all Applicable Laws and Regulations. Lessee shall procure and maintain in effect all material licenses, registrations, certificates, permits, approvals and consents required by Applicable Laws and Regulations or by any Governmental Authority in connection with the ownership, delivery, installation, use and operation of each Item of Equipment. Lessee shall not (a) use, operate, maintain or store any Item of Equipment or any portion thereof in material violation of Section 8.3 or any Insurance Requirement; (b) sublease, assign or otherwise permit the use of any Item of Equipment except as may be permitted by Sections 8.2, 8.3 or 8.4 hereof; (c) except as set forth in Sections 8.2 or 8.4 hereof, sell, assign or transfer any of its rights hereunder or in any Item of Equipment, or directly or indirectly create, incur or suffer to exist any Lien on any of its rights hereunder or in any Item of Equipment, except for Permitted Liens. Lessee shall be entitled to use and operate the Items of Equipment only at the Lessee’s semi-conductor manufacturing facility located in Gresham, Oregon or another location or locations reasonably acceptable to the Agent in the continental United States and at Lessee’s sole cost and expense, so long as the Lessee holds title in fee simple to the real property on which such Equipment is to be located and, (a) prior to moving any Item of Equipment to such other location, a mortgagee’s waiver and consent is executed by the applicable mortgagee and delivered to Agent and Lessor, in form and substance reasonably satisfactory to the Agent and Lessor and (b) all UCC financing statements (including UCC fixture filings) have been filed in all public offices wherein such filings are necessary to perfect the Liens created by the Operative Documents. The Lessee will defend the sale of each Item of Equipment by the seller thereof to Lessor against the claims or demands of all Persons. Lessee shall keep in its possession at all times the items described in clauses (c) and (e) of the definition of Lessee Collateral.

Appears in 2 contracts

Samples: Lease and Security Agreement (Lsi Logic Corp), Lease and Security Agreement (Lsi Logic Corp)

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Possession and Use of Equipment; Compliance with Laws. Lessee shall use each Item of Equipment only in the manner for which it was designed and intended by the original manufacturer thereof (subject to any upgrade in any software used in connection with such Item of Equipment) and shall not use any Item of Equipment or any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, the utility, remaining useful life or, except to the extent in compliance with the Lease, Residual Value of such Item of Equipment, other than as a result of ordinary wear and tear. Lessee agrees that each Item of Equipment will be used and operated in compliance in all material respects with any and all Applicable Laws and Regulations. Lessee shall procure and maintain in effect all material licenses, registrations, certificates, permits, approvals and consents required by Applicable Laws and Regulations or by any Governmental Authority in connection with the ownership, delivery, installation, use and operation of each Item of Equipment. Lessee shall not (a) use, operate, maintain or store any Item of Equipment or any portion thereof in material violation of Section 8.3 or any Insurance Requirement; (b) sublease, assign or otherwise permit the use of any Item of Equipment except as may be permitted by Sections 8.2, 8.3 or 8.4 hereof; (c) except as set forth in Sections 8.2 or 8.4 hereof, sell, assign or transfer any of its rights hereunder or in any Item of Equipment, or directly or indirectly create, incur or suffer to exist any Lien on any of its rights hereunder or in any Item of Equipment, except for Permitted Liens. Lessee shall be entitled to use and operate the Items of Equipment only at the Lessee’s 's semi-conductor manufacturing facility located in Gresham, Oregon or another location or locations reasonably acceptable to the Agent in the continental United States and at Lessee’s sole cost and expenseStates, so long as the Lessee holds title in fee simple to the real property on which such Equipment is to be located and, (a) prior to moving any Item of Equipment to such other location, a mortgagee’s 's waiver and consent is executed by the applicable mortgagee and delivered to Agent and Lessor, in form and substance reasonably satisfactory to the Agent and Lessor and (b) all UCC financing statements (including UCC fixture filings) have been filed in all public offices wherein such filings are necessary to perfect the Liens created by the Operative Documents. The Lessee will defend the sale of each Item of Equipment by the seller thereof to Lessor against the claims or demands of all Persons. Lessee shall keep in its possession at all times the items described in clauses (c) and (e) of the definition of Lessee Collateral.. LSI Logic Corporation Lease B

Appears in 1 contract

Samples: Lease and Security Agreement (Lsi Logic Corp)

Possession and Use of Equipment; Compliance with Laws. Lessee shall use each Item of Equipment only in the manner for which it was designed and intended by the original manufacturer thereof (subject to any upgrade in any software used in connection with such Item of LSI Logic Trust No. 2001-A Lease Intended as Security the Equipment) and shall not use any Item of Equipment or any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, the utility, remaining useful life or, except to the extent in compliance with the Lease, Residual Value of such Item of Equipment, other than as a result of ordinary wear and tear. Lessee agrees that each Item of Equipment will be used and operated in compliance in all material respects with any and all Applicable Laws and Regulations. Lessee shall procure and maintain in effect all material licenses, registrations, certificates, permits, approvals and consents required by Applicable Laws and Regulations or by any Governmental Authority in connection with the ownership, delivery, installation, use and operation of each Item of Equipment. Lessee shall not (a) use, operate, maintain or store any Item of Equipment or any portion thereof in material violation of Section 8.3 6.3 or any Insurance Requirement; (b) sublease, assign or otherwise permit the use of any Item of Equipment except as may be permitted by Sections 8.26.2, 8.3 6.3 or 8.4 6.4 hereof; (c) except as set forth in Sections 8.2 6.2 or 8.4 hereof6.4 hereof or in Section 6.3 of the Participation Agreement, sell, assign or transfer any of its rights hereunder or in any Item of Equipment, or directly or indirectly create, incur or suffer to exist any Lien on any of its rights hereunder or in any Item of Equipment, except for Permitted Liens. Lessee shall be entitled to use and operate the Items of Equipment only in the continental United States at the Lessee’s semi-conductor manufacturing facility located locations set forth in Gresham, Oregon any Lease Supplement or another location or such other locations reasonably acceptable to the Agent in the continental United States and at Lessee’s sole cost and expenseAgent, so long as the Lessee holds title in fee simple to the real property on which such Equipment is to be located and, (a) prior to moving any Item the Landlord of the land on which the Equipment to is located executes a Landlord's Waiver and Consent substantially in the form of Exhibit B hereto or in such other location, a mortgagee’s waiver and consent is executed by the applicable mortgagee and delivered to Agent and Lessor, in form and substance as reasonably satisfactory acceptable to the Agent and Lessor Participants, and (b) all UCC financing statements (including UCC fixture filingsfilings to the extent permitted by the applicable facility or ground lease or otherwise consented to by the Landlord) have been filed in all public offices wherein such filings are filing is necessary to perfect the Liens created by the Operative Documents. The Lessee will defend the sale of each Item of Equipment by the seller thereof Lessee or the Manufacturer, as the case may be, to Lessor against the claims or demands of all Persons. Lessee shall keep in its possession at all times the items described in clauses clause (c) and (ef) of the definition of Lessee Collateral.

Appears in 1 contract

Samples: Participation Agreement (Lsi Logic Corp)

Possession and Use of Equipment; Compliance with Laws. Lessee shall use each Item of Equipment only in the manner for which it was designed and intended by the original manufacturer thereof (subject to any upgrade in any software used in connection with such Item of Equipment) and shall not use any Item of Equipment or any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, the utility, remaining useful life or, except to the extent in compliance with the Lease, Residual Value of such Item of Equipment, other than as a result of ordinary wear and tear. Lessee agrees that each Item of the Equipment will be used and operated in compliance in all material respects with any and all Applicable Laws, PROVIDED, HOWEVER, that Lessee may at its own expense, contest the validity or application of any such Applicable Laws and Regulationspursuant to a Permitted Contest. Subject to Xxxxxx's contest rights under this Lease, Lessee shall procure and maintain in effect all material licenses, registrations, certificates, permits, approvals and consents required by Applicable Laws and Regulations or by any Governmental Authority Agency in connection with the ownership, delivery, installation, use and operation of each Item item of EquipmentEquipment and, as applicable, any System. Lessee shall not (a) use, operate, maintain or store any Item System, item of Equipment or any portion thereof in material violation of Section 8.3 SECTION 5.3 or any Insurance Requirement; (b) sublease, assign or otherwise permit the use of any Item of Equipment except as may be permitted by Sections 8.2, 8.3 or 8.4 hereof; (c) except EXCEPT as set forth in Sections 8.2 or 8.4 hereofSECTION 5.2, sell, assign or transfer any of its rights hereunder or in any Item item of Equipment, or directly or indirectly create, incur or suffer to exist any Lien on any of its rights hereunder or in any Item item of Equipment, except EXCEPT for Permitted Liens. Lessee shall be entitled ; or (d) EXCEPT in connection with the return of the Equipment pursuant to use ARTICLE XVI and operate the Items any maintenance or repair thereof, permit any item of Equipment only at the Lessee’s semi-conductor manufacturing facility located in Gresham, Oregon or another location or locations reasonably acceptable to the Agent in the continental United States and at Lessee’s sole cost and expense, so long as the Lessee holds title in fee simple to the real property on which such Equipment is to be located and, (a) prior to moving in any Item of Equipment to such other location, jurisdiction OTHER THAN a mortgagee’s waiver and consent is executed by the applicable mortgagee and delivered to Agent and Lessor, in form and substance reasonably satisfactory to the Agent and Lessor and (b) jurisdiction where all UCC financing statements (including UCC fixture filings) have been filed in all public offices wherein such filings are action necessary to perfect the Liens created by Lien of Trustee, on behalf of the Operative Documents. The Lessee will defend the sale of each Item of Certificate Purchasers, on such Equipment by the seller thereof to Lessor against the claims or demands of all Personsshall have been taken and completed. Lessee shall keep in its possession at all times will, for the items described in clauses (c) and (e) benefit of the definition of Lessee CollateralCertificate Purchasers, defend Trustee's title to the Equipment.

Appears in 1 contract

Samples: Lease Intended as Security (Circus Circus Enterprises Inc)

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Possession and Use of Equipment; Compliance with Laws. Lessee shall use each Item of Equipment only in the manner for which it was designed and intended by the original manufacturer thereof (subject to any upgrade in any software used in connection with such Item of Equipment) and shall not use any Item of Equipment or any part thereof for any purpose or in any manner that would adversely affect the Fair Market Value, the utility, remaining useful life or, except to the extent in compliance with the Lease, Residual Value of such Item of Equipment, other than as a result of ordinary wear and tear. Lessee agrees that each Item of Equipment will be used and operated in compliance in all material respects with any and all Applicable Laws and Regulations. Lessee shall procure and maintain in effect all material licenses, registrations, certificates, permits, approvals and consents required by Applicable Laws and Regulations or by any Governmental Authority in connection with the ownership, delivery, installation, use and operation of each Item of Equipment. Lessee shall not (a) use, operate, maintain or store any Item of Equipment or any portion thereof in material violation of Section 8.3 or any Insurance Requirement; (b) sublease, assign or otherwise permit the use of any Item of Equipment except as may be permitted by Sections 8.2, 8.3 or 8.4 hereof; (c) except as set forth in Sections 8.2 or 8.4 hereof, sell, assign or transfer any of its rights hereunder or in any Item of Equipment, or directly or indirectly create, incur or suffer to exist any Lien on any of its rights hereunder or in any Item of Equipment, except for Permitted Liens. Lessee shall be entitled to use and operate the Items of Equipment only at the Lessee’s 's semi-conductor manufacturing facility located in Gresham, Oregon or another location or locations reasonably acceptable to the Agent in the continental United States and at Lessee’s sole cost and expenseStates, so long as the Lessee holds title in fee simple to the real property on which such Equipment is to be located and, (a) prior to moving any Item of Equipment to such other location, a mortgagee’s 's waiver and consent is executed by the applicable mortgagee and delivered to Agent and Lessor, in form and substance reasonably satisfactory to the Agent and Lessor and (b) all UCC financing statements (including UCC fixture filings) have been filed in all public offices wherein such filings are necessary to perfect the Liens created by the Operative Documents. The Lessee will defend the sale of each Item of Equipment by the seller thereof to Lessor against the claims or demands of all Persons. Lessee shall keep in its possession at all times the items described in clauses (c) and (e) of the definition of Lessee Collateral.. LSI Logic Corporation Lease A

Appears in 1 contract

Samples: Lease and Security Agreement (Lsi Logic Corp)

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