Common use of Purchase of Equipment Clause in Contracts

Purchase of Equipment. Under Option A, if Lessee is not then in default under the Lease, Lessee may purchase Equipment only upon expiration of the Lease. Upon request by Lessee, at least five months prior to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, of the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of the Equipment as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty of any kind, express or implied, all of Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrances.

Purchase of Equipment. Under Option A, if Lessee is not then in default under the Lease, Lessee may purchase Equipment only upon expiration of the Lease. Upon request by Lessee, at least five months prior to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, of the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of the Equipment as of such expiration date, plus the total of (a) Lessor is not obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require; (ii) Lessor has confirmed to its satisfaction, either in writing or pursuant to a telephone audit, that the Equipment and any recapture of investment tax credit Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (biv) there is no Default (Section 13). If Lessor has accepted assignment of or issued any tax due thereon. Lessee purchase order, agreement or ancillary documents (the “Purchase Agreement”) for Equipment and/or Software but the Lease does not commence, Lessor may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default reassign all rights under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer Agreement to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 17). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee irrevocably authorizes Lessor to adjust the Equipment Total Cost to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of any kindLease after the Expiration Date or to make any Leases coterminous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, express or impliedif different from those stated in the applicable Schedule. (b) Lessee assigns to Lessor and Lessor accepts assignment of all rights in any Purchase Agreement described in a Schedule and which has been previously approved by Lessor. The rights assigned include: (i) the right to be the purchaser and owner of the Equipment, all of Lessor's right, title and interest in (ii) the right to take any action with respect to and to enforce the Purchase Agreement and all warranty or other claims with respect to the Equipment. Lessee represents that: (1) the Purchase Agreement is enforceable by Lessor, is in effect, and has not been terminated, changed, or broken by Lessee or Supplier, (2) no other person or entity has the right to purchase the Equipment, (3) Lessor is not required to enforce payment of money due to Lessee under the Purchase Agreement, (4) Lessor is not taking over Lessee’s obligations under the Purchase Agreement (except the obligation to pay for the Equipment once it is accepted by Lessee under the Lease), and Lessee remains liable to the Supplier thereunder and (5) Lessee retains the right and obligation to reject any non-conforming goods. Lessee also agrees that if a Default is declared or if Lessee fails to accept the Equipment or Software for any reason Lessor automatically withdraws its acceptance of this assignment, and Lessee will remain liable to Supplier to honor the purchaser’s obligations under the Purchase Agreement. If Lessor has issued its own purchase order to the Supplier named in any Schedule, it is at the express request and direction of Lessee, who has received a copy of or approved such Equipment on an "As Ispurchase order. Lessee acknowledges that it may have rights under such purchase order, Where Is" basis except and that Lessor shall warrant title free and clear it may contact Supplier for a description of all encumbrancessuch rights or any warranties.

Purchase of Equipment. Under Option A, if Lessee Lessor is not then obligated to purchase or lease a unit of Equipment unless before the Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in default under the Leaseform of Annex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee has irrevocably accepted the unit of Equipment for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the form of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment, Lessee may purchase Equipment only upon expiration of and (iv) there is no Default (Section 13). If Lessor has accepted a Purchase Order Assignment but the Lease. Upon request by Lessee, at least five months prior to Lease expirationdoes not commence, Lessor shall notify Lessee, at least four months prior to expiration, of may reassign the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of Purchase Order and the Equipment as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any kindresulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Price, express or impliedTotal Price and TRANSACTION TERMS, all of Lessor's right, title and interest if different from those stated in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesthe applicable Schedule.

Purchase of Equipment. Under Option A(a) Notwithstanding clauses (b) and (c) below, if Lessee this Agreement is not then in default terminated for any reason during the first thirty (30) months of the Term, regardless of the reason for such termination, Coors shall assume from EDS, and EDS shall assign to Coors, the equipment lease entered into between EDS and its third party equipment lessor on or about the Commencement Date pursuant to which EDS leases the Transferred Equipment from such lessor, provided that such equipment lease requires the lessee to make equal month payments throughout the 30-month term thereof and is otherwise on commercially standard terms. Coors shall continue to pay to EDS the Monthly Current Asset Payment until the earlier of the expiration of such equipment lease or the date such assignment is consummated, and thereafter Coors shall perform the obligations of the lessee under the Lease, Lessee may purchase Equipment only upon such equipment lease. (b) Upon expiration of the Lease. Term or upon termination of this Agreement by Coors pursuant to Section 17.2 (Termination for Convenience): (i) Coors shall purchase from EDS, and EDS shall sell to Coors, all Equipment owned by EDS and used by EDS exclusively to provide the Services (excluding any Equipment used to support EDS Personnel); and (ii) Coors shall assume from EDS, and EDS shall assign to Coors, any equipment lease entered into by EDS exclusively to provide equipment to Coors in connection with the Services, provided that such equipment lease requires the lessee to make equal monthly payments throughout the term thereof and is otherwise on commercially standard terms. (c) Upon request by Lessee, at least five months prior to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, termination of the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of the Equipment as of such expiration date, plus the total of Term pursuant to Section 17.1 (aTermination for Cause) any recapture of investment tax credit Section 17.3 (Termination Upon Change in Control) Section 17.4 (Termination for Insolvency) and Section 17.5 (bTermination Upon Force Majeure Event): (i) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee Coors shall have the benefit of that valueoption, if lower. If Lessee purchases any Equipmentbut not the obligation, Lessee to purchase (and EDS shall, on at Coors' option, sell to Coors) any or before all Equipment owned by EDS and used by EDS primarily to provide the date of purchaseServices; and (ii) Coors shall have the option, pay but not the obligation, to Lessor the purchase priceassume from EDS (and EDS shall, at Coors' option, assign to Coors), any applicable taxesEDS equipment lease entered into by EDS primarily for the purpose of providing the Services; provided, all Rent due through that in order to exercise the day preceding the date options described in clauses (i) and (ii) above, Coors must notify EDS of purchase, any other amounts due, and the prepayment which assets it intends to purchase and/or lease within thirty (30) days after Coors' delivery to EDS of Financing (Paragraph 35)Coors' notice of termination. Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty of any kind, express or implied, all of Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrances.[***] [***]

Purchase of Equipment. Under Option A, if Lessee Lessor is not then obligated to purchase or lease a unit of Equipment unless before the Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in default under the Lease, form of Annex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee may purchase has irrevocably accepted the unit of Equipment only upon expiration for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the Leaseform of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). Upon request by Lessee, at least five months prior to If Lessor has accepted a Purchase Order Assignment but the Lease expirationdoes not commence, Lessor shall notify Lessee, at least four months prior to expiration, of may reassign the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of Purchase Order and the Equipment as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any kindresulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Price, express or impliedTotal Price and TRANSACTION TERMS, all of Lessor's right, title and interest if different from those stated in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesthe applicable Schedule.

Purchase of Equipment. Under Option AWithin [*] days after the occurrence of each Transfer Milestone, if Lessee is not then CT will purchase from SDAD the equipment and tooling used by SDAD in default under the Leasefinal assembly, Lessee may purchase Equipment only upon expiration calibration or testing of the Lease. Upon request by Lesseetransferred production ("[*] Equipment") on the following terms and in accordance with the Transition Plan; CT will reimburse SDAD for [*]: (A) EXCEPT AS PROVIDED IN SECTION 6.2(C), at least five months prior to Lease expiration[*] EQUIPMENT IS SOLD ON AN AS IS/WHERE IS BASIS WITHOUT WARRANTY OF ANY KIND; SDAD HEREBY DISCLAIMS ALL EXPRESS, Lessor shall notify LesseeIMPLIED OR STATUTORY WARRANTIES INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, at least four months prior to expirationFITNESS FOR A PARTICULAR PURPOSE, of the purchase price. TITLE OR NON-INFRINGEMENT. (B) The purchase price for the [*] Equipment will be equal to [*]; the purchase price will be payable on delivery but no later than [*] days after the applicable Transfer Milestone; provided, however, that any audit permitted hereunder with respect to the schedule of [*] Equipment and the net book value of same must be conducted within such [*] day period. (C) In case of existing warranty rights vis a vis the original manufacturer of [*] Equipment, SDAD will transfer such warranty rights to CT (if such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. rights are in effect and transferable) and assist CT with any possible warranty claim. SDAD shall in addition transfer any [*]. To the extent such material is proprietary to SDAD, it will be included in the SDAD Proprietary Know-How licensed to CT under Section 9.1 with the exclusion of any license fee to be paid by CT. SDAD however shall be objectively determined by Lessor by responsible that CT gets clear title to such equipment without existence of any third party rights except as applicable to any third-party software licenses. In any case of such transfer the parties shall make a joint technical test at SDAD's working place to prove that such equipment is workable and can be used for further production. (D) Delivery will be FOB (UCC) the location of the [*] Equipment no later than [*] days after the applicable Transfer Milestone; CT will be responsible for arranging and paying for shipping; title and risk of loss transfer to CT upon delivery. If CT has not made arrangements for shipping the [*] Equipment within [*] days after the applicable Transfer Milestone, then SDAD will store, or otherwise reasonably dispose of, the equipment at CT's expense. (E) SDAD will prepare and execute a xxxx of sale in a form reasonably acceptable to CT that itemizes each piece of [*] Equipment that has been purchased and price for same, and will deliver the xxxx of sale to CT concurrently with payment for the equipment. (F) SDAD will have an option to repurchase from CT, on the same terms as were made available to CT under Section 6.2(a) through Section 6.2(e), any piece of the [*] Equipment at [*], if CT stops using the projected fair market sales value equipment for regular production activity or if CT intends to transfer equipment to a third party (whether by sale or lease or otherwise) for any reason other than to continue production of CT volume requirements. Before transferring the Equipment as equipment to a third party, CT will notify SDAD of CT's intention to do so. Upon its receipt of such expiration datenotice, plus SDAD will have [*] days to exercise the total option to purchase as set forth in this Section. If SDAD does not exercise its option under this Section by the end of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B'[*] day period, if Lessee is not then in default under the Lease, Lessee CT may, upon notice to Lessor, purchase Equipment at any time on or after during the second anniversary of following [*] months, transfer such equipment to a third party. If CT does not transfer the Rent Commencement Date. Such notice shall equipment within such [*] month time period, then SDAD's option rights under this Section will be given not later than three months reinstated and CT must again notify SDAD in accordance with this Section prior to Lease expiration and shall specify transferring the desired date of purchase which shall be one month or more equipment. CT will also notify SDAD within [*] days after CT stops using the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent equipment for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts dueregular production, and SDAD may at any time thereafter exercise the prepayment of Financing (Paragraph 35)option to purchase as set forth in this Section. Lessor shallCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, on the date of purchaseMARKED BY BRACKETS, transfer to Lessee by xxxx of saleHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, without recourse or warranty of any kind, express or implied, all of Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesAS AMENDED.

Purchase of Equipment. Under Option A, if Lessee (a) Lessor is not then obligated to purchase or lease Equipment, including the Software, unless before the Expiration Date on a Schedule: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule and such other documents as Lessor may require: (ii) Lessor has confirmed to its satisfaction, either in default under writing or pursuant to a telephone audit, that the Equipment and any Software have been delivered and irrevocably accepted by Lessee; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Lease, Lessee may purchase Equipment only upon expiration of the Lease. Upon request by Lessee, at least five months prior irrevocably authorizes Lessor to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, of the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of adjust the Equipment as Total Cost by no more than fifteen percent (15%) to account for change orders or returns, invoicing errors and similar matters, any adjustments required by commencement of such expiration dateany Lease after the applicable Expiration Date or to make any Leases continuous and agrees to any resulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Total Cost and TRANSACTION TERMS, plus if different from those stated in the total of (a) any recapture of investment tax credit and applicable Schedule. (b) If Lessor has issued any tax due thereon. Lessee purchase order, agreement or ancillary documents (the "Purchase Agreement") for Equipment and/or Software but the Lease does not commence, Lessor may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default assign all rights under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer Agreement to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 17). Lessee agrees that if a Default is declared or if Lessee fails to accept the Equipment or Software for any reason, Lessee will remain liable to Supplier to honor the purchaser's obligations under the Purchase Agreement. If Lessor has issued any Purchase Agreement to the Supplier named in any Schedule, it is at the express request and direction of Lessee. Lessee acknowledges that it may have rights under such Purchase Agreement, and that it may contact Supplier for a description of such rights or any kind, express or implied, all of Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbranceswarranties.

Purchase of Equipment. Under Option ALeasehold Improvements and Net Working Capital at End of Term. Upon expiration or termination of this Lease, if except a termination pursuant to Section 2.2 or Section 2.3(b) hereof, Lessors may purchase: (i) all equipment owned by Lessee is and used by Lessee in the operation of the Premises which has been purchased within the last three years prior to the date of such expiration or termination and; (ii) any and all leasehold improvements completed and/or installed by Lessee on or in the Premises within the last three years prior to the date of the expiration or termination; provided, however, Lessors shall not then in default under have the Leaseright to purchase such equipment without also purchasing such leasehold improvements and vice versa. If Lessors and Lessee do not reach agreement regarding Lessors' purchase of such equipment and leasehold improvements, Lessee may remove them from the Premises, providing only that in so removing them Lessee causes only so much damage to the Premises as is reasonable. Lessee shall be under no obligation to repair any such reasonable damage. Upon expiration or earlier termination of this Lease, Lessors, at their option, may purchase Equipment only upon expiration (i) all of the Lease. Upon request personal property owned by Lessee, at least five months prior to Lease expiration, Lessor shall notify Lessee, at least four months prior to expiration, Lessee and used exclusively in the operations of the purchase pricePremises and (ii) the Net Working Capital (defined as Patient Accounts Receivable (net of allowances), Other Receivables, Inventories and Other Current Assets less Accounts Payable and Accrued Expenses and Other) of Lessee relating to the operation of the Premises as of the last day of the Term or Extended Term, as the case may be, corresponding to the "Net Working Capital" items purchased by Lessee from Lessors pursuant to the provisions set forth in the Asset Purchase Agreement. The purchase price paid by Lessors for such personal property, equipment and leasehold improvements shall be objectively determined by Lessor by using the projected fair market sales then net book value of such equipment, personal property and leasehold improvements at the Equipment as date of such expiration date, plus the total or earlier termination of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the this Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time based on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration Lessee's books and shall specify the desired date of purchase records which shall be one month or more after kept in accordance with generally accepted accounting principles consistently applied, except for the date inclusion of noticefootnotes and normal year end adjustments. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have transfer and convey the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee same by xxxx of sale, without recourse or warranty of any kind, express or implied, all of Lessor's right, title and interest in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesliens and Lessors shall pay the purchase price in cash in return for delivery of a xxxx of sale.

Purchase of Equipment. Under Option A, if Lessee Lessor is not then obligated to purchase or lease a unit of Equipment unless before the Last Funding Date: (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in default under the Lease, form of Annex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee may purchase has irrevocably accepted the unit of Equipment only upon expiration for lease from Lessor by properly signing and delivering to Lessor a Lease Commencement Certificate in the form of Annex B attached to the Leaseapplicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment; and (iv) there is no Default (Section 13). Upon request by Lessee, at least five months prior to If Lessor has accepted a Purchase Order Assignment but the Lease expirationdoes not commence, Lessor shall notify Lessee, at least four months prior to expiration, of may reassign the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of Purchase Order and the Equipment as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the Equipment Price and Total Price by no more than fifteen percent (15%) to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any kindresulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Price, express or impliedTotal Price and TRANSACTION TERMS, all of Lessor's right, title and interest if different from those stated in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesthe applicable Schedule.

Purchase of Equipment. Under Option A, if Lessee Lessor is not then obligated to purchase or lease a unit of Equipment unless before the Last Funding Date; (i) Lessor receives from Lessee a fully signed and completed Agreement, Schedule, Purchase Order Assignment in default under the Lease, form of Annex A attached to the applicable Schedule and such other documents as Lessor may require; (ii) Lessee may purchase has irrevocably accepted the unit of Equipment only upon expiration for lease from Lessor by properly signing and delivering to Lessor a Certificate of Acceptance in the Leaseform of Annex B attached to the applicable Schedule; (iii) Lessor has received from Supplier clear and unencumbered title to the Equipment and (iv) there is no Default (Section 13). Upon request by Lessee, at least five months prior to If Lessor has accepted a Purchase Order Assignment but the Lease expirationdoes not commence, Lessor shall notify Lessee, at least four months prior to expiration, of may reassign the purchase price. The purchase price shall be objectively determined by Lessor by using the projected fair market sales value of Purchase Order and the Equipment as of such expiration date, plus the total of (a) any recapture of investment tax credit and (b) any tax due thereon. Lessee may purchase such Equipment by notifying Lessor in writing at least three months before such expiration. Under Option B or B', if Lessee is not then in default under the Lease, Lessee may, upon notice to Lessor, purchase Equipment at any time on or after the second anniversary of the Rent Commencement Date. Such notice shall be given not later than three months prior to Lease expiration and shall specify the desired date of purchase which shall be one month or more after the date of notice. If the date of purchase is an anniversary of the Rent Commencement Date, the purchase price shall be an amount determined by multiplying the Unit Purchase Price by the Purchase Option Percent for such Equipment for such anniversary. If the date of purchase is between two anniversaries, the purchase price shall be the prorated price (in 12 monthly steps) between the purchase prices described above for such anniversaries. If the date of purchase is the expiration of the Lease, Lessor shall objectively determine the projected fair market sales value and Lessee shall have the benefit of that value, if lower. If Lessee purchases any Equipment, Lessee shall, on or before the date of purchase, pay to Lessor the purchase price, any applicable taxes, all Rent due through the day preceding the date of purchase, any other amounts due, and the prepayment of Financing (Paragraph 35). Lessor shall, on the date of purchase, transfer to Lessee by xxxx of sale, without recourse or warranty and Lessee will reimburse Lessor for all expenses incurred, plus interest at the Overdue Rate (Section 15). So long as no Default has occurred, Lessor appoints Lessee its agent to inspect and accept the Equipment from Supplier simultaneously with acceptance of the Equipment for lease. For each Schedule, Lessee irrevocably authorizes Lessor to adjust the Equipment Price and Total Price to account for equipment change orders or returns, invoicing errors and similar matters, and agrees to any kindresulting adjustments in the TRANSACTION TERMS stated in the applicable Schedule. Lessor will send Lessee a written notice stating the final Equipment Price, express or impliedTotal Price and TRANSACTION TERMS, all of Lessor's right, title and interest if different from those stated in and to such Equipment on an "As Is, Where Is" basis except that Lessor shall warrant title free and clear of all encumbrancesthe applicable Schedule.