Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft: (1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement); (2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost; (3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 3 contracts
Samples: Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1i) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2ii) and (3iii), to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 2 contracts
Samples: Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc)
Purchase Options. Lessee shall have the option to purchase the Aircraft at the end of the Base Lease Term and each Renewal Term, so long as no Lease Default (of the type described in Section 14.1 or 14.5) or Lease Event of Default shall have occurred and be continuing on the date of notice of exercise of such option. In order to exercise such option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the EBO Date with respect to end of the purchase option set forth in clause Base Lease Term or such Renewal Term, as applicable (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written which notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3shall be irrevocable). In such case, to terminate this Lease and to Lessee shall purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Base Lease Term for or such Renewal Term, as applicable, at a purchase price equal to the fair market sales value thereof as of the Aircraft on such date, provided, however, that in no event last Business Day. Such fair market sales value shall be determined not later than three months prior to such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day by mutual consent of any Renewal Term Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for a purchase price equal by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two appraisers and paid for equally by Owner Participant and Lessee, the appraisals of which three appraisers shall be averaged and such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof; provided, however, that if the appraisal of one appraiser is more disparate from the average of all three appraisals than each of the other two appraisals, then the appraisal of such appraiser shall be excluded, the remaining appraisals shall be averaged and such average shall be deemed to be the fair market sales value of the Aircraft for all purposes hereof. If either Owner Participant or Lessee shall fail to appoint an appraiser by the date which is two months prior to such last Business Day or if such two appraisers cannot agree on the amount of such dateappraisal and fail to appoint a third appraiser by the date which is one month before such last Business Day, then either Owner Participant or Lessee may apply to any court having jurisdiction to make such appointment. Notwithstanding the foregoing but subject to the last sentence For purposes of this paragraphSection 18.2, the purchase price on any Purchase Option Date fair market sales value shall be sufficientthe cash price obtainable in an arm's-length sale between an informed and willing buyer (under no compulsion to buy) and an informed and willing seller (under no compulsion to sell) and shall be determined on the assumptions that the Aircraft is in the United States of America, together available for use by the buyer, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with all other amounts payable simultaneously by Lesseethe requirements of this Lease. At the time of payment to Lessor, to pay in full the payments then required to be made on account funds of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor type specified in immediately available funds in Dollars Section 3.6, of the full amount of the purchase price pursuant to this Section 18.2(a), Lessee shall also pay to Lessor all unpaid Interim Rent and payment Basic Rent due on or prior to the last day of the Term and (without duplication) any other amounts then Rent which is due hereunder (and payable through and including all Rent and all reasonable costs or expenses the date of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedpayment.
Appears in 2 contracts
Samples: Sale and Lease Agreement (Southwest Airlines Co), Sale and Lease Agreement (Southwest Airlines Co)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1) below and (ii) upon at least one hundred twenty eighty (120180) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3)) below, to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount Amounts set forth on Exhibit D, it being understood that if such amount is to which purchase price shall be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, installments as set forth on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement)Exhibit D;
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 5060% of Lessor's Cost;; or
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date; provided that Lessee shall not be entitled to exercise any of the foregoing purchase options at any time or an Event of Default of the type described in Sections 14(e) or (f) has occurred and is continuing, in each case unless Lessee has obtained a final, non-appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase of the Aircraft and the payment of the full purchase price therefor. For the avoidance of doubt, if a Default or Event of Default exists under Section 14(a) or 14(b) hereof, Lessee may not exercise the foregoing purchase options unless at or prior to the time it purchases the Aircraft, Lessee pays all amounts due to the Lessor or the Owner Participant under the Operative Documents, thereby curing any such Default or Event of Default. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date (including, in the case of the purchase option in clause (1) exercised under circumstances where Lessee does not assume the obligations of the Owner Trustee under Section 2.13 of the Indenture and Section 7(r) of the Participation Agreement, the first installment of the EBO Amounts) shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price (or, in the case of the purchase option in clause (1), the first installment of the EBO Amounts) and payment of any other amounts then due hereunder or under the other Operative Documents to Lessor, in its individual capacity and as trustee under the Trust Agreement, and the Owner Participant on or before the Purchase Option Date (including all Rent and all reasonable costs or expenses of Lessor, in its individual capacity and as trustee under the Trust Agreement, and the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse recourse, representation or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft, which transfer shall be, in the case of the purchase option in clause (1), exercised under the circumstance where Lessee assumes the obligations of the Owner Trustee under Section 2.13 of the Trust Indenture and Section 7(r) of the Participation Agreement, expressly subject to the Lien of the Trust Indenture. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u7(r) of the Participation AgreementAgreement and Section 2.13 of the Trust Indenture, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 2 contracts
Samples: Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1i) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2ii) and (3iii), to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing foregoing, but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 2 contracts
Samples: Lease Agreement (Us Airways Inc), Lease Agreement (Us Airways Inc)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause CLAUSE (1) below and (ii) upon at least one two hundred twenty twenty-five (120225) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option DatePURCHASE OPTION DATE") with respect to the purchase options set forth in clauses CLAUSES (2) and (3)) below, to terminate this Lease and to purchase the Aircraft:
: (1) on the EBO Date, for a purchase price equal to the applicable EBO Amount set forth on Exhibit EXHIBIT D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
; (2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value (as computed pursuant to SECTION 19(c)) of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
; or (3) on the last Business Day of any Renewal Term or Additional Renewal Term for a purchase price equal to the fair market sales value (as computed pursuant to SECTION 19(c)) of the Aircraft on such date. Notwithstanding ; PROVIDED that Lessee shall not be entitled to exercise any of the foregoing but subject to purchase options at any time an Event of Default of the last sentence of this paragraphtype described in SECTION 14(e) or (f) has occurred and is continuing, in each case unless Lessee has obtained a final, non-appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of Aircraft and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment therefor. For the avoidance of any other amounts then due hereunder (including all Rent and all reasonable costs doubt, if an Event of Default or expenses of Default exists under SECTION 14(a) or 14(b) hereof, Lessee may not exercise the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse foregoing purchase options unless at or warranty (except as prior to the absences of Lessor Liens), all of Lessor's right, title and interest in and to time it purchases the Aircraft. Notwithstanding the foregoing, Lessee maypays all amounts due to Lessor under the Operative Documents, in accordance with Section 7(uthereby curing any such SECTION 14(a) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.or 14(b)
Appears in 1 contract
Purchase Options. Lessee shall have the option, (i) upon at least thirty If this Lease has not otherwise expired or ---------------- terminated, Lessee may elect (30A) days irrevocable prior written by notice delivered to Lessor not more than 180 or less than 90 days prior to the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft:
(1) Aircraft on the EBO Date, for a (B) in the Definitive Notice referred to in Section 5(a), to purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than at the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day end of the Basic Term for a or (C) if no Event of Default or Payment Default has occurred and is continuing on the date of such notice, by irrevocable written notice given at least 180 days prior to the end of the Renewal Term, if any, to purchase the Aircraft at the end of the Renewal Term, if any. The purchase price on the EBO Date shall be an amount equal to Lessor's Cost multiplied by the fair market sales value EBO Percentage. The purchase price at the end of the Basic Term and at the end of the Renewal Term, if any, shall be Fair Market Value (calculated as at the end of the Basic Term or the Renewal Term, as the case may be). On any such purchase date, and as a condition to the sale of the Aircraft on such date, providedLessee shall also pay all other amounts, howeverwhether past due Basic Rent, that in no event shall Supplemental Rent (including premium, if any), or otherwise, owing by Lessee to Lessor or any other Person under the Operative Documents on such purchase price exceed 50% date, including the installment of Lessor's Cost;
(3) Basic Rent due on the last Business Day EBO Date if such installment is designated on Exhibit C as payable in arrears. In the case of any Renewal Term for a purchase price equal pursuant to clause (A) above on the fair market sales value of EBO Date, if Lessee shall have caused the Aircraft on such date. Notwithstanding indebtedness represented by the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required Certificates to be made on account a direct and full recourse obligation of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with clause (B) of Section 7(u16(c) of the Participation Agreement, assume the principal amount of of, and accrued interest on, the Equipment Notes then Certificates outstanding on any applicable Purchase Option the EBO Date in which event Lessee shall receive a credit be credited against the purchase price otherwise payable on the EBO Date. If Lessee fails to deliver to Lessor the Preliminary Notice pursuant to Section 5(a) or the preceding two sentences notice referred to in an amount equal either clause (A) or (C) of this Section 5(b), in any such case on or before the day specified therefor, Lessee shall be deemed to have waived the principal amount so assumedapplicable right to purchase the Aircraft hereunder.
Appears in 1 contract
Purchase Options. Provided that no Lease Event of Default shall have occurred and be continuing either at the time of notice or the expiration of the Lease Term (unless Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.3) and Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the optionright and, (i) upon at least thirty (30) days irrevocable prior written the giving of such notice to Lessor prior to under this Section 22.3, the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and obligation to purchase any or all of the Aircraft:
Units (1as specified in such notice) on (a) at the EBO Date, for expiration of the Basic Term at a purchase price equal to the EBO Amount set forth Basic Term Purchase Price of such Units plus all other amounts due and owing by Lessee under the Operative Agreements; (b) on Exhibit DMarch 30, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of 2021 (the first installment of the EBO Amount, on the EBO date, receive title "Outside Date") at a price equal to the Aircraft free Outside Date Purchase Price of such Units plus all other amounts due and clear of all liens owing by Lessee under the Operative Agreements; provided that with respect to such Units Lessee shall have renewed this Lease through the Outside Date on one or more occasions pursuant to Section 22.4(a) or (other than b); or (c) at the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day expiration of the Basic Term for or any Renewal Term at a purchase price equal to the fair market sales value Fair Market Sales Value of such Units plus all other amounts due and owing by Lessee under the Operative Agreements; and provided further that if Lessee elects to purchase some but less than all of the Aircraft Units in any Equipment Group, the determination as to which Units are to be purchased shall be made on such datea random or other reasonable basis (including, providedwithout limitation, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day basis of any Car Type) without discrimination based on maintenance status or operating condition of the Units in question, and Lessee shall describe in such notice the manner in which it proposes to determine the Units in such Equipment Group which will be purchased. Lessee shall give Lessor written notice not less than 120 days and not more than 360 days prior to the end of the Basic Term, the Outside Date, the Fixed Rate Renewal Term or the Fair Market Renewal Term, as the case may be, of its election to exercise the purchase option provided for a purchase price equal to the fair market sales value in this Section 22.3, which notice shall be irrevocable. Payment of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficientprice, together with all other amounts payable simultaneously due and owing by LesseeLessee under the Operative Agreements, to pay in full the payments then required to shall be made on account at the place of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor specified in Section 3.6 hereof in immediately available funds in Dollars against delivery of the full amount of the purchase price a Bill xx Sale transferring and payment of any other amounts then due hereunder (including assigning to Lessee all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest of Lessor in and to the Aircraftsuch Units on an "as-is" "where-is" basis and containing a warranty against Lessor's Liens. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on Lessor shall not be required to make any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant other representation or warranty as to the preceding two sentences in an amount equal to the principal amount so assumedcondition of such Units or any other matters, and may specifically disclaim any such representations or warranties.
Appears in 1 contract
Purchase Options. Lessee shall have Lessor hereby grants to Lessee, or its assignee for financing purposes, an option to purchase the optionAircraft on the respective dates and at the applicable Purchase Price set forth in Schedule 1 plus the amount, if any, contributed by Lessor to the performance of ADs and/or FARs pursuant to Section D.2 of Annex C attached hereto. Not less than ten (i) upon at least thirty (3010) days irrevocable prior written notice to Lessor prior to the EBO Delivery Date with respect to the purchase option set forth in clause and ninety (1) and (ii) upon at least one hundred twenty (12090) days irrevocable prior to each six month anniversary of the Delivery Date, up to and including the twenty four month anniversary thereof, Lessee may give Lessor written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and irrevocably electing to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal Aircraft and Aircraft Documents pursuant to the EBO Amount set forth on Exhibit D, it being understood that if such amount is provisions hereof. Should Lessee elect to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to purchase the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, Documents as above provided, however, that in no event then Lessee shall pay such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraphprice, the purchase price on any Purchase Option Date shall be sufficientplus all taxes, together with all recordation fees and other amounts charges and expenses incurred or payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), and all other amounts due and owing hereunder or in any Operative Agreement in immediately available funds, and Lessor will shall transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), Lessee all of Lessor's its right, title and interest in and to the Aircraft. Notwithstanding Aircraft and the foregoingAircraft Documents, Lessee maywith a warranty of good title (other than for Liens arising by, through or under Lessee), in accordance its "AS-IS, WHERE-IS" condition, and otherwise without recourse, representation or warranty, express or implied. Also, in connection with Section 7(u) such purchase of the Participation AgreementAircraft and Aircraft Documents by Lessee, assume Lessor shall issue a credit memorandum in favor of Lessee in the principal amount of $100,000, which may be used by Lessee to purchase engines, parts, other equipment and/or services (including simulator time) that Lessor has for sale from time-to-time. Further, Lessor agrees to provide Lessee with a 25% discount on then-current rates for services and simulator time in the Equipment Notes then outstanding on any applicable Purchase Option Date in which event that Lessee shall receive a elects to use such credit against the memorandum to purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedservices (including simulator time) from Lessor.
Appears in 1 contract
Samples: Aircraft Lease Agreement (Vanguard Airlines Inc \De\)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1) below and (ii) upon at least one two hundred twenty twenty-five (120225) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option DatePURCHASE OPTION DATE") with respect to the purchase options set forth in clauses CLAUSES (2) and (3)) below, to terminate this Lease and to purchase the Aircraft:terminate
(1) on the an EBO Date, for a purchase price equal to the greater of fair market sales value of the Aircraft on such date and the EBO Amount set forth on Exhibit EXHIBIT D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
; (2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value (as computed pursuant to Section 19(c)) of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
; or (3) on the last Business Day of any Renewal Term or Additional Renewal Term for a purchase price equal to the fair market sales value (as computed pursuant to Section 19(c)) of the Aircraft on such date. Notwithstanding ; provided that Lessee shall not be entitled to exercise any of the foregoing but subject to purchase options at any time an Event of Default of the last sentence of this paragraphtype described in SECTIONS 14(e) or (f) has occurred and is continuing, in each case unless Lessee has obtained a final, non-appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of Aircraft and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment therefor. For the avoidance of any other amounts then due hereunder (including all Rent and all reasonable costs doubt, if an Event of Default or expenses of Default exists under SECTION 14(a) or 14(b) hereof, Lessee may not exercise the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse foregoing purchase options unless at or warranty (except as prior to the absences of Lessor Liens), all of Lessor's right, title and interest in and to time it purchases the Aircraft. Notwithstanding the foregoing, Lessee maypays all amounts due to Lessor under the Operative Documents, in accordance with Section 7(uthereby curing any such SECTION 14(a) or 14(b) Default or Event of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedDefault.
Appears in 1 contract
Samples: Second Amendment Agreement (Atlas Air Worldwide Holdings Inc)
Purchase Options. Lessee shall have the optionProvided that this Sublease has not otherwise terminated in accordance with its terms, and no Material Default or Event of Default has occurred and is continuing, Sublessee (i) may, upon at least thirty (30) providing not less that 30 days irrevocable prior written notice to Lessor prior to notice, on any Basic Rent Payment Date on or following the EBO fifth anniversary of the Delivery Date with respect to of the purchase option set forth in clause (1) first delivered Aircraft and (ii) upon at least one hundred twenty shall, (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft:
(1unless an Event of Default has occurred) on the EBO Datescheduled expiry of the Term in respect of an Aircraft, in the case of (i), purchase all of the Aircraft, and, in the case of (ii), purchase such Aircraft on such date, in each case for a purchase price equal to the EBO Amount set forth on Exhibit DFinal Payment (as defined in clause (b) below) plus the Relevant Value in respect of such Aircraft as of such date. On the expiry of the Term for all the Aircraft, it being understood that if such amount is Sublessee may, subject to be paid the consent of Ex-Im Bank, elect to purchase the shares in installments, Lessee will, Head Lessor rather than the Aircraft upon payment of the first installment of purchase option amount specified above, provided that the EBO Amount, on the EBO date, receive title to the Aircraft free Secured Obligations have been irrevocably and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay unconditionally discharged in full the payments then required to be made on account and that no Lessee Event of the principal amount of Default has occurred and accrued and unpaid interest on the Equipment Notes then outstandingis continuing. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in In connection with such purchase)election, Lessor will transfer Lessee agrees to provide written notice to the Sublessee of any Lessee Event of Default that has occurred and is continuing on the expiry of the Term for all the Aircraft. Without prejudice to the obligations of the Lessee and the Sublessee under the Operative Documents to which they are respectively a party, if on the expiry of the term for all the Aircraft there shall have occurred and be continuing a Lessee Event of Default which can be cured by the Sublessee, the Sublessee shall have the option, within five (5) Business Days after the receipt of the Lessee, without recourse or warranty (except ’s written notice as to the absences occurrence of Lessor Liens)such Lessee Event of Default to cure the relevant Lessee Event of Default, all including by paying the amount then due and payable by the Lessee under the Operative Documents. Lessee covenants and agrees that upon receipt of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) notice from Sublessee as referenced above or upon expiry of the Participation AgreementTerm in respect of an Aircraft, assume the principal amount it shall take all action necessary to exercise its rights under Section 5 of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedHead Lease.
Appears in 1 contract
Samples: Master Sublease Agreement
Purchase Options. Lessee shall have the option, (i) upon at least thirty ninety (3090) days days' irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3)Lessor, to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of or any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on Aircraft; provided, however, that, notwithstanding any such date. Notwithstanding notice, in the foregoing but subject to the last sentence of this paragraph, event that the purchase price on would not be equal to or greater than the "Agreed Residual Value" applicable to such date pursuant to the Residual Agreement or a Successor Residual Agreement, as the case may be, or in the event that the fair market sales value shall not have been determined by the ninetieth day prior to the end of the Basic Term or any Purchase Option Date Renewal Term, as the case may be, Lessor shall be sufficiententitled to exercise its option to sell the Aircraft pursuant to the Residual Agreement or a Successor Residual Agreement, together with all other amounts payable simultaneously by Lesseeas the case may be, and Lessee shall not be entitled to pay in full the payments then required exercise its purchase option pursuant to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstandingthis Section 19(b). Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences absence of Lessor Liens, including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 1 contract
Purchase Options. Lessee Sublessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor Sublessor prior to the EBO Date with respect to the purchase option set forth in clause (1) below and (ii) upon at least one two hundred twenty twenty-five (120225) days irrevocable prior written notice to Lessor Sublessor prior to the relevant purchase date (each a "Purchase Option DatePURCHASE OPTION DATE") with respect to the purchase options set forth in clauses CLAUSES (2) and (3), to terminate this Lease and to purchase the Aircraft:) below,
(1) on the an EBO Date, for a purchase price equal to the greater of fair market sales value of the Aircraft on such date and the EBO Amount set forth on Exhibit EXHIBIT D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
; (2) on the last Business Day of the Basic Term for a purchase price equal to the greater of fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
date and the EBO Amount set forth on EXHIBIT D; or (3) on the last Business Day of any Renewal Term or Additional Renewal Term for a purchase price equal to the greater of the fair market sales value of the Aircraft on such date. Notwithstanding date and the EBO Amount set forth on EXHIBIT D; provided that Sublessee shall not be entitled to exercise any of the foregoing but subject to purchase options at any time a Sublease Event of Default of the last sentence of this paragraphtype described in SECTIONS 14(e) or (f) has occurred and is continuing, in each case unless Sublessee has obtained a final, non-appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of Aircraft and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment therefor. For the avoidance of any other amounts then due hereunder (including all Rent and all reasonable costs doubt, if a Sublease Event of Default or expenses of Default exists under SECTION 14(a) or 14(b) hereof, Sublessee may not exercise the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse foregoing purchase options unless at or warranty (except as prior to the absences of Lessor Liens), all of Lessor's right, title and interest in and to time it purchases the Aircraft. Notwithstanding , Sublessee pays all amounts due to Sublessor under the foregoingOperative Documents, Lessee may, in accordance with Section 7(uthereby curing any such SECTION 14(a) or 14(b) Default or Sublease Event of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedDefault.
Appears in 1 contract
Samples: Second Amendment Agreement (Atlas Air Worldwide Holdings Inc)
Purchase Options. Provided that no Lease Event of Default shall have occurred and be continuing either at the time of notice or the expiration of the Lease Term (unless Lessor shall have waived such Lease Event of Default solely for the purpose of this Section 22.3) and Lessee shall have duly given the notice required by Section 22.2 and by the next succeeding sentence of this Section 22.3, Lessee shall have the optionright and, (i) upon at least thirty (30) days irrevocable prior written the giving of such notice to Lessor prior to under this Section 22.3, the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and obligation to purchase any or all of the Aircraft:
Units (1as specified in such notice) on (a) at the EBO Date, for expiration of the Basic Term at a purchase price equal to the EBO Amount set forth Basic Term Purchase Price of such Units; (b) on Exhibit D____________, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of ____ (the first installment of the EBO Amount, on the EBO date, receive title "Outside Date") at a price equal to the Aircraft free and clear Outside Date Purchase Price of all liens such Units; provided that with respect to such Units Lessee shall have renewed this Lease through the Outside Date on one or more occasions pursuant to Section 22.4(a) or (other than b); or (c) at the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day expiration of the Basic Term for or any Renewal Term at a purchase price equal to the fair market sales value Fair Market Sales Value of such Units. Lessee shall give Lessor written notice not less than 90 days prior to the end of the Aircraft on such dateBasic Term, providedthe Outside Date, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Fixed Rate Renewal Term or the Fair Market Renewal Term, as the case may be, of its election to exercise the purchase option provided for a purchase price equal to the fair market sales value in this Section 22.3, which notice shall be irrevocable. Payment of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficientprice, together with all other amounts payable simultaneously due and owing by LesseeLessee under the Operative Agreements, to pay in full the payments then required to shall be made on account at the place of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor specified in Section 3.6 hereof in immediately available funds in Dollars against delivery of the full amount of the purchase price a Bill xx Sale transferring and payment of any other amounts then due hereunder (including assigning to Lessee all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest of Lessor in and to the Aircraftsuch Units on an "as-is" "where-is" basis and containing a warranty against Lessor's Liens. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on Lessor shall not be required to make any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant other representation or warranty as to the preceding two sentences in an amount equal to the principal amount so assumedcondition of such Units or any other matters, and may specifically disclaim any such representations or warranties.
Appears in 1 contract
Purchase Options. Lessee shall have the option, (i) upon Provided that such purchases shall not be prohibited by applicable law or regulations, Lessee may (unless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), at least thirty (30) days irrevocable prior written its option, exercisable by notice to Lessor prior on or before a date not more than 180 days, nor less than 150 days preceding the expiration of the Basic Lease Term as to an Item of Equipment, which notice shall be irrevocable, purchase such Item of Equipment then subject to this Lease on such expiration date for a purchase price, payable on such expiration date in funds of the type specified in Section 3(b) hereof, equal to the EBO Date Fair Market Sales Value of such Item of Equipment on such expiration date, but in no event more than the applicable Fixed Price Purchase Option Price (if any) of such Item of Equipment, provided, that no transfer -------- shall be made until all Rent then due has been paid.
(ii) Provided that such purchase shall not be prohibited by applicable law or regulations Lessee may (unless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), at its option, exercisable by notice to Lessor on or before the date not more than 180 days, nor less than 150days preceding the expiration of any Renewal Term as to an Item of Equipment, which notice shall be irrevocable, purchase any Item of Equipment, then subject to this Lease on such expiration date for a purchase price, payable on such expiration date in funds of the type specified in Section 3(b) hereof, equal to the Fair Market Sales Value of such Item of Equipment, on such expiration date, provided, that no transfer shall be made until all Rent then due with respect to -------- such Equipment has been paid.
(iii) Provided that such purchase shall not be prohibited by applicable law or regulations, Lessee may (unless otherwise provided in the purchase option set forth in clause (1) and (ii) upon Lease Supplement covering the relevant Item of Equipment), at least one hundred twenty (120) days irrevocable prior written its option, exercisable by notice to Lessor prior on or before the date not more than 180 days, nor less than 150 days preceding the Early Buy-Out Option Date (if any) as to the relevant an Item of Equipment, which notice shall be irrevocable, purchase date (each a "Purchase Option Date") with respect any Item of Equipment then subject to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft:
(1) on the EBO DateEarly Buy-Out Option Date for such Item of Equipment, for a purchase price price, payable on such date in funds of the type specified in Section 3(b) hereof, equal to the EBO Amount set forth on Exhibit Dapplicable Early Buy-Out Option Price for such Item of Equipment. In the event of payment in full of such purchase price, it being understood that if the obligation of Lessee to pay Basic Rent in respect of such amount is Equipment, which Basic Rent was required by this Lease to be paid in installments, Lessee will, upon payment of on or after the first installment of the EBO Amount, on the EBO relevant purchase date, receive title shall cease, and the Term as to the Aircraft free and clear such Item of all liens (other than the Lien Equipment shall end effective as of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 1 contract
Purchase Options. (a) Purchase Option Events. So long as no Bankruptcy Default or any ---------------------- Event of Default has occurred and is continuing, Lessee shall have the option, right to purchase:
(i) upon at least thirty if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by Section 18(a)(ii) or 18(d) (30) days irrevocable prior written notice to Lessor prior to stating that it will purchase the EBO Date with respect to the purchase option set forth Transponders identified in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3such Final Notice), to terminate this Lease and to purchase the Aircraft:
(1) such Transponders on the EBO Dateexpiration date of the Lease Term or the First Renewal Term, for as applicable, at a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if Fair Market Sales Value of such amount is to be paid in installments, Lessee will, upon payment Transponders as of the first installment of the EBO Amount, on the EBO date, receive title such date as determined pursuant to the Aircraft free and clear of most recent Subsequent Appraisal;
(ii) all liens (other but not less than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(uall) of the Participation Agreement);
Transponders (2A) on the last Business Day of the Basic Term for First EBO Date at a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
First EBO Amount therefor or (3B) on the last Business Day of any Renewal Term for Second EBO Date at a purchase price equal to the fair market sales value greater of (x) the Aircraft on Second EBO Amount therefor and (y) the Fair Market Sales Value of such date. Notwithstanding the foregoing but subject to the last sentence Transponders as of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together such date as determined by an appraisal obtained in accordance with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder Section 19(b)(i); and
(including all Rent and all reasonable costs or expenses of the iii) if Owner Participant in connection with such purchase), Lessor will has become a Competitor and fails to transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's its right, title and interest in and to the Aircraft. Notwithstanding Lessor's Estate and the foregoing, Lessee may, Operative Documents in accordance with Section 7(uArticle XIII of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding Transponders on any applicable Purchase Option Date in which event Lessee shall receive Rent Payment Date, at a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedgreater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date.
Appears in 1 contract
Purchase Options. (a) At any time during the Term, unless Lessee shall have elected to purchase the optionLeased Properties in accordance with Article 12(c), 16(b) or 28(a) hereof and so long as no Default or Event of Default has occurred and is continuing hereunder, Lessee may give Lessor and the Indenture Trustee an irrevocable written notice (the Purchase Notice) of Lessee's intention to --------------- purchase one or more Leased Properties pursuant to this Article 37
(a) Such notice shall (A) refer specifically to this Article 37(a) and the corresponding section of the Indenture and (B) state that Lessee will purchase such Leased Property in accordance with the provisions of Article 16 hereof for the price set forth in subparagraph (b) of Article 37 below, (C) indicate whether Lessee intends to purchase all of the Leased Properties or fewer than all of the Leased Properties and, if fewer than all of the Leased Properties, no more than two Leased Properties may be purchased hereunder during the Term, and (D) specify the date for such purchase (which shall be the Installment Payment Date no less than 40 nor more than 71 days after the date of such Purchase Notice). Upon such election, Lessee shall purchase such Leased Properties in accordance with the provisions of Article 16 hereof on such purchase date at the price set forth in subparagraph (b) of Article 37 below.
(b) If Lessee has elected to purchase one or more Leased Properties in accordance with paragraph (a) above, Lessee shall pay in cash or immediately available federal funds, as the price (i) for all of the Leased Properties, an amount equal to the Termination Value payable as of the date of purchase, together with accrued and unpaid Basic Rent and Additional Rent to the date of purchase, and (ii) for fewer than all of the Leased Properties, an amount equal to the greater of (x) the appraised value of such Leased Properties, as determined at such time pursuant to an Appraisal (which shall be delivered to Lessor, the Indenture Trustee, Beneficiary, the LC Issuer and the Registered Owners at least 15 days prior to the date of sale and in form satisfactory to the Registered Owners and LC Issuer), (y) any purchase price offered with respect thereto from, or committed to by, a bona fide third party purchaser and (z) the Termination Value applicable to such Leased Property or Properties in accordance with its or their Allocable Percentage(s) payable as of the date of purchase for the Leased Properties to be purchased, together with, in each case without duplication, accrued and unpaid Basic Rent and Additional Rent to the date of purchase, plus, in each case, an amount equal to the costs and expenses of Lessor, the Indenture Trustee, Beneficiary, the LC Issuer and the Registered Owners of the Notes, as applicable, in connection with such sale (including reasonable attorneys' fees and disbursements), plus, in each case, the Reinvestment Premium.
(c) If Lessee has elected to purchase fewer than all of the Leased Properties in accordance with (a) above, Lessee shall, at its sole cost and expense and as a condition thereto, furnish to Beneficiary, LC Issuer, the Indenture Trustee and each of the Registered Owners of the Notes, an Appraisal of the Leased Properties not subject to purchase hereunder which is acceptable to such Persons, (i) upon at least thirty (30) days irrevocable prior written notice stating that the aggregate fair market value of such Leased Properties is equal to Lessor prior or greater than the Termination Value applicable to the EBO Date such Leased Property or Properties in accordance with respect to the purchase option set forth in clause (1its or their Allocable Percentage(s) and (ii) upon at least one hundred twenty evidencing to the satisfaction of the recipients thereof that (120x) days irrevocable prior written notice the ratio of the Cost of the Properties to Lessor fair market value for all Leased Properties immediately prior to giving effect to such purchase is greater than or equal to (y) the relevant purchase date ratio of the Cost of the Properties to fair market value for all Leased Properties remaining after such purchase.
(each a "Purchase Option Date"d) Upon payment of all amounts payable by Lessee hereunder, and application of such amounts to payment of the Notes and the Equity Investment, including any Reinvestment Premium due with respect thereto, this Lease shall terminate with respect to such Leased Properties and such Leased Properties shall be conveyed to Lessee pursuant to Article 16 hereof and in accordance with the purchase options set forth in clauses (2) terms and (3), to terminate this Lease and conditions thereof. If Lessee fails to purchase the Aircraft:
(1) Leased Properties on the EBO Date, for a such purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes date in accordance with Section 7(u) the terms hereof, such failure shall immediately constitute an Event of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such dateDefault hereunder. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.-55-
Appears in 1 contract
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1) below and (ii) upon at least one hundred twenty eighty (120180) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3)) below, to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount Amounts set forth on Exhibit D, it being understood that if such amount is to which purchase price shall be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, installments as set forth on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement)Exhibit D;
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 5060% of Lessor's Cost;; or
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date; provided that Lessee shall not be entitled to exercise any of the foregoing purchase options at any time or an Event of Default of the type described in Sections 14(e) or (f) has occurred and is continuing, in each case unless Lessee has obtained a final, non- appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase of the Aircraft and the payment of the full purchase price therefor. For the avoidance of doubt, if a Default or Event of Default exists under Section 14(a) or 14(b) hereof, Lessee may not exercise the foregoing purchase options unless at or prior to the time it purchases the Aircraft, Lessee pays all amounts due to the Lessor or the Owner Participant under the Operative Documents, thereby curing any such Default or Event of Default. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date (including, in the case of the purchase option in clause (1) exercised under circumstances where Lessee does not assume the obligations of the Owner Trustee under Section 2.13 of the Indenture and Section 7(r) of the Participation Agreement, the first installment of the EBO Amounts) shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price (or, in the case of the purchase option in clause (1), the first installment of the EBO Amounts) and payment of any other amounts then due hereunder or under the other Operative Documents to Lessor, in its individual capacity and as trustee under the Trust Agreement, and the Owner Participant on or before the Purchase Option Date (including all Rent and all reasonable costs or expenses of Lessor, in its individual capacity and as trustee under the Trust Agreement, and the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse recourse, representation or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft, which transfer shall be, in the case of the purchase option in clause (1), exercised under the circumstance where Lessee assumes the obligations of the Owner Trustee under Section 2.13 of the Trust Indenture and Section 7(r) of the Participation Agreement, expressly subject to the Lien of the Trust Indenture. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u7(r) of the Participation AgreementAgreement and Section 2.13 of the Trust Indenture, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 1 contract
Samples: Lease Agreement (Us Airways Inc)
Purchase Options. Provided that no Specified Default exists on the purchase date, the Lessee shall have the option, option to purchase the Aircraft (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to on the EBO Date shown on Exhibit B (the "EBO Date") for the EBO Price shown on Exhibit B (the "EBO Price") plus any applicable Make-Whole Premium owing with respect to the Certificates and, if such EBO Date is not a Rent Payment Date, less the pro rata portion of Basic Rent (or Renewal Rent, as the case may be) payable in advance in respect of the period commencing on the EBO Date and ending on the next Rent Payment Date, and plus the pro rata portion of Basic Rent payable in arrears on such next Rent Payment Date in respect of the period commencing on the Rent Payment Date immediately preceding the EBO Date and ending on such EBO Date (and if such option is exercised, any Basic Rent otherwise payable in advance on the date of purchase option set forth in clause (1) and shall not be due or payable); (ii) upon at least one hundred twenty the end of the Basic Term or any Renewal Term, for the then-current Fair Market Value of the Aircraft; and (120iii) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each if a "Purchase Option Date") Materially Adverse Tax Event occurs with respect to the Aircraft, for an amount equal to the then-current Fair Market Value of the Aircraft (or, if greater, the Termination Value thereof), determined as of the date of purchase, plus all accrued and unpaid Rent with respect to periods prior to the date of purchase, less the pro rata portion of Basic Rent or Renewal Rent, as the case may be, paid in advance on the Rent Payment Date immediately preceding the date of purchase in respect of the period commencing on such purchase date and ending on the next Rent Payment Date (including any applicable Make-Whole Premium owing with respect to the Certificates), but excluding any Basic Rent payable in advance on such payment date. The Lessee may elect to exercise any such purchase option by providing to the Lessor and the Indenture Trustee, in the case of the options set forth described in clauses (2i) and (3)iii) above, to terminate this Lease and to purchase not less than 30 days' prior written notice, in the Aircraft:
case of the option described in clause (1ii) on the EBO Dateabove, for a purchase price equal not less than 270 days' prior written notice (which notice shall become irrevocable 180 days prior to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day end of the Basic Term for or the applicable Renewal Term, as applicable, if not previously revoked, and in the case of the option described in clause (iii) above, not less than 90 days' prior written notice. Any purchase option described in this ss. 16 may, at the election of the Lessee, be exercised by a designee of the Lessee.
(a) the Lessee shall purchase price equal the Aircraft from the Lessor and the Lessor shall sell the Aircraft to the fair market sales value of the Aircraft Lessee or its assignee or nominee, on such datean "as is, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lesseewhere is" basis, without recourse representation or warranty warranty, express or implied (except as to the absences absence of Lessor Lessor's Liens), for immediately available funds (U.S. dollars). Upon payment of (1) such purchase price, and (2) all Supplemental Rent then due and owing, the Lessor shall execute and deliver to the Lessee, or to the Lessee's assignee or nominee, a xxxx of sale, without representations or warranties, express or implied (except as to the absence of Lessor's Liens), for the Aircraft, together with such other documents as may be required to release the Aircraft from the terms and scope of this Lease and to transfer title thereto to the Lessee or such assignee or nominee, and the Indenture Trustee shall execute and deliver an Indenture release for the Aircraft, all in such form as the Lessee reasonably requests and all at the Lessee's expense. If no purchase under this ss. 16 shall have occurred on the applicable purchase date as the result of the Lessee's failure to meet any condition to such purchase set forth in any Operative Agreement, this Lease shall continue in full force and effect as if no notice had been given by the Lessee. . All notices or consents under this Agreement shall be in writing (including telecopies), shall be in English, shall be effective on delivery, and shall be addressed as follows (or to such other address as an addressee shall designate by notice to the other party):
(a) if to the Lessee: Atlantic Coast Airlines 000X Xxxx Xxxx Dulles, VA 20166 Attention: General Counsel Fax: (000) 000-0000
(b) if to the Lessor: State Street Bank and Trust Company of Connecticut, National Association 000 Xxxxxx Xxxxxx (Xxxxxxx Xxxxxx) Hartford, CT 06103 Attn: Corporate Trust Department Fax: (000) 000-0000 (with copies to the Indenture Trustee and to the Owner Participant at its address specified in the Participation Agreement)
(c) if to the Indenture Trustee: The First National Bank of Maryland 00 Xxxxx Xxxxxxx Xxxxxx Baltimore, MD 21201 Attn: Corporate Trust Department Fax: (000) 000-0000 . This Lease shall bind, and (subject to limitations in the Operative Agreements) shall benefit and may be enforced by, (a) the Lessor and its successors and assigns, and (b) the Lessee and its successors and assigns. Lessee will not, without the prior written consent of Lessor, assign any of its rights or obligations hereunder or in the Aircraft except as otherwise provided in the Operative Agreements. Lessor agrees that it will not assign or convey its right, title and interest in or to this Lease or the Aircraft except as provided in the Operative Agreements. . If the Lessee fails to make any required payment of Rent or to perform or comply with any of its other agreements herein, the Lessor or the Owner Participant may (but shall not be obligated to), after giving reasonable advance notice to the Lessee of the Lessor's intent to do so, make such payment or perform or comply with such agreement, and the amount of such payment and of the Lessor's and the Owner Participant's reasonable expenses incurred in connection with such payment or the performance of or compliance with such agreement, together with interest thereon at the Past Due Rate from (and including) the date of making such payment or incurring such expenses to the date of payment by the Lessee, shall be Supplemental Rent, payable by the Lessee upon demand. No such payment or performance by the Lessor or the Owner Participant shall waive any Default or relieve the Lessee of its obligations hereunder. . On the Delivery Date, the Lessee will cause this Lease (including the Lease Supplement) and the Indenture (including the Indenture Supplement) to be duly filed and recorded at the FAA. In addition, the Lessee will promptly and duly execute and deliver to the Lessor such further documents and assurances and take such further action as the Lessor from time to time reasonably requests in order to carry out more effectively the intent of this Lease and to establish and protect the Aircraft. Notwithstanding rights and remedies created or intended to be created in favor of the foregoingLessor hereunder, Lessee mayincluding the execution and delivery of supplements or amendments hereto, in recordable form, and the recording or filing of counterparts hereof or thereof, in accordance with Section 7(u) the laws of such jurisdictions the Participation AgreementLessor from time to time reasonably deems advisable and, assume if requested by the principal amount Lessor, the execution and delivery of terminations or releases in connection with any transfer of any Item upon the Equipment Notes then outstanding on termination, expiration, or cancellation of this Lease in accordance with the terms hereof. . If any applicable Purchase Option Date in which event Lessee shall receive a credit against successor trustee for the purchase price otherwise payable Lessor is appointed pursuant to the preceding two sentences in an amount equal terms of the Trust Agreement, such successor trustee shall, upon giving written notice to the principal amount Lessee, succeed to all the rights, powers, and title of the Lessor hereunder and shall be the Lessor and the owner of the Aircraft for all purposes hereof, without the necessity of any consent or approval by the Lessee and without in any way altering the terms of this Lease or the Lessee's obligations hereunder. One such appointment and designation of a successor trustee shall not exhaust the right to appoint and designate further successor trustees pursuant to the Trust Agreement, but such right may be exercised repeatedly so assumedlong as this Lease is in effect. . State Street Bank and Trust Company of Connecticut, National Association is entering into this Lease solely as trustee under the Trust Agreement and not in its individual capacity, and shall not be personally liable for any of the statements, representations, warranties, agreements, or obligations of the Lessor hereunder or for any loss with respect thereto, as to all of which the Lessee agrees to look solely to the Trust Estate; provided, that SSB shall be liable hereunder for its own gross negligence or willful misconduct or for a breach of its representations and warranties made in its individual capacity, and SSB accepts the benefits of the indemnification granted, and representations and warranties made, to it hereunder.
Appears in 1 contract
Samples: Participation Agreement (Atlantic Coast Airlines Inc)
Purchase Options. Lessee Sublessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor Sublessor prior to the EBO Date with respect to the purchase option set forth in clause CLAUSE (1) below and (ii) upon at least one two hundred twenty twenty-five (120225) days irrevocable prior written notice to Lessor Sublessor prior to the relevant purchase date (each a "Purchase Option DatePURCHASE OPTION DATE") with respect to the purchase options set forth in clauses CLAUSES (2) and (3)) below, to terminate this Lease Sublease and to purchase the Aircraft:
(1) on the an EBO Date, for a purchase price equal to the applicable EBO Amount set forth on Exhibit EXHIBIT D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
; (2) on the last Business Day of the Basic Term for a purchase price equal to the greater of fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
date and the amount set forth on EXHIBIT D; or (3) on the last Business Day of any Renewal Term or Additional Renewal Term for a purchase price equal to the greater of the fair market sales value of the Aircraft on such date. Notwithstanding date and the amount set forth on EXHIBIT D; PROVIDED that Sublessee shall not be entitled to exercise any of the foregoing but subject purchase options at any time a Sublease Event of Default of the type described in SECTIONS 14(e) or (f) has occurred and is continuing, in each case unless Sublessee has obtained a final, non-appealable order from the applicable bankruptcy court or other court having jurisdiction over the applicable proceeding authorizing the purchase of the Aircraft and the payment of the full purchase price therefor. For the avoidance of doubt, if a Sublease Event of Default or Default exists under SECTION 14(a) or 14(b) hereof, Sublessee may not exercise the foregoing purchase options unless at or prior to the last sentence time it purchases the Aircraft, Sublessee pays all amounts due to Sublessor under the Operative Documents, thereby curing any such SECTION 14(a) or 14(b) Default or Sublease Event of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstandingDefault. Upon payment to Lessor Sublessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder or under the other Operative Documents to Sublessor on or before the Purchase Option Date (including all Rent and all reasonable costs or expenses of the Sublessor, Head Lessor, Owner Participant and the Indenture Trustee, if any, in connection with such purchase), Sublessor will (or will cause Head Lessor will to) transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens)Sublessee, all of Head Lessor's and Sublessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) the provisions of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.SECTION 9(c). Sublease Agreement (MSN 30808)
Appears in 1 contract
Samples: Sublease Agreement (Atlas Air Worldwide Holdings Inc)
Purchase Options. Provided no Default shall have occurred and be continuing, Lessee shall have the option, option to purchase all (ibut not less than all) of the Equipment leased under all Schedules executed hereunder upon at least thirty the following terms and conditions.
(30a) days Upon not more than 365 days’ and not less than 300 days’ irrevocable prior written notice by Lessee to Lessor, Lessee may elect to purchase, at expiration of the Basic Term, all (but not less than all) of the Equipment on an AS IS, WHERE IS BASIS, for cash equal to the then Fair Market Value of the Equipment (in-place and in-use), plus (in any event) all applicable taxes. If Lessee has elected to exercise the purchase option set forth in this Section 19(a), on the last day of the Basic Term, Lessee shall pay to Lessor in cash the full purchase price (plus all applicable taxes), together with any Rent or other sums then due hereunder on such date and Lessor shall convey to Lessee title to the Equipment on an AS IS, WHERE IS BASIS, free and clear of all Lessor’s Liens.
(b) Subject to Section 12(e), if a Default shall have occurred and be continuing at the time of the notice in the first sentence of paragraph (a) above, then on the date of expiration of the Term, Lessee shall return the Equipment in full compliance with Section 11 of this Agreement on or prior to the date of expiration of the Term. If Lessee shall have given the notice provided in the first sentence of paragraph (a) above, and a Default occurs and is continuing at Conformed Copy through Second Amendment dated October 7, 2011 the expiration of this Agreement, Lessor may elect either to enforce the option exercised by Lessee or demand return of the Equipment to Lessor in full compliance with Section 11 of this Agreement.
(c) The Lessee may elect, upon not more than 180 days’ and not less than 90 days’ irrevocable written notice to Lessor prior to the First EBO Date, to purchase on the First EBO Date with respect all (but not less than all) of the Equipment on an AS IS, WHERE IS BASIS for a purchase price equal to the First EBO Price plus all applicable taxes. If Lessee has elected to exercise the purchase option set forth in clause this Section 19(c), on the First EBO Date, Lessee shall pay to Lessor in cash the First EBO Price (1plus all applicable taxes) together with any Rent or other sums due hereunder on such date (excluding any Basic Term Rent scheduled to be paid on such First EBO Date) and Lessor shall convey to Lessee title to the Equipment on an AS IS, WHERE IS BASIS, free and clear of all Lessor’s Liens.
(iid) The Lessee may elect, upon at least one hundred twenty (120) days not more than 180 days’ and not less than 90 days’ irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft:
(1) on the Second EBO Date, to purchase on the Second EBO Date all (but not less than all) of the Equipment on an AS IS, WHERE IS BASIS for a purchase price equal to the Second EBO Amount Price plus all applicable taxes. If Lessee has elected to exercise the purchase option set forth in this Section 19(d), on Exhibit Dthe Second EBO Date, it being understood that if Lessee shall pay to Lessor in cash the Second EBO Price (plus all applicable taxes) together with any Rent or other sums due hereunder on such amount is date (excluding any Basic Term Rent scheduled to be paid in installments, on such Second EBO Date) and Lessor shall convey to Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft Equipment on an AS IS, WHERE IS BASIS, free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor ’s Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 1 contract
Samples: Equipment Lease Agreement (Dominion Textile (Usa), L.L.C.)
Purchase Options. Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to the EBO Date with respect to the purchase option set forth in clause (1i) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options option set forth in clauses clause (2) and (3ii), to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Date, for a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement)liens;
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraphforegoing, the purchase price on any Purchase Option Date shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as to the absences of Lessor Liens), all of Lessor's right, title and interest in and to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) of the Participation Agreement, assume the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumed.
Appears in 1 contract
Samples: Lease Agreement (Us Airways Inc)
Purchase Options. (a) Unless a Default or Event of Default shall have occurred and be continuing, the Lessee shall have the option, (i) upon at least thirty (30) days irrevocable prior written notice right to Lessor prior to exercise one of the EBO Date with respect to the purchase option set forth in clause (1) and (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase following options set forth in clauses (2) and (3), to terminate this Lease and to purchase the AircraftUndivided Interest:
(1) On the date of expiration of the Basic Term, the Fixed Rent Renewal Term or any then applicable Fair Market Renewal Term, the Lessee shall have the right upon not less than two years' prior written notice, to purchase the Undivided Interest on the EBO Date, for date of expiration of such Term at a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment of the first installment of the EBO Amount, on the EBO date, receive title to the Aircraft free and clear of all liens (other than the Lien of the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);Fair Market Value thereof; or
(2) on On the last Business Day of Basic Rent Payment Date designated in a written notice given at least two years prior to such Basic Rent Payment Date (which date may only be a Basic Rent Payment Date during the Basic Term for occurring on or after the thirtieth Basic Rent Payment Date), at a purchase price equal to the fair market sales value greater of the Aircraft Early Purchase Value applicable on the date of purchase and the Fair Market Value of the Undivided Interest on such date, provided, however, that in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price plus an amount equal to the fair market sales value sum of any Basic Rent then owing and any premium due on prepayment of the Aircraft Notes.
(b) Any such election shall be irrevocable, but shall be binding against the Lessor only if on such datethe effective date thereof no Event of Default shall have occurred and be continuing. Notwithstanding If the foregoing but subject Lessee shall have elected to purchase the last sentence Undivided Interest, payment by the Lessee of this paragraph, the purchase price on any Purchase Option Date thereof plus all Rent then due and owing shall be sufficient, together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest on the Equipment Notes then outstanding. Upon payment to Lessor in immediately available funds in Dollars against delivery of the full amount (i) a xxxx of the purchase price sale transferring and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of the Owner Participant in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty (except as assigning to the absences of Lessor Liens), Lessee all of Lessor's right, title and interest of the Lessor in and to the AircraftUndivided Interest free and clear of all Lessor's Liens and all Owner Participant's Liens, but without other recourse, representation or warranty, and (ii) the agreement of the Lessor and the Indenture Trustee (in recordable form) terminating their respective interests in the Undivided Interest and under the Transaction Documents to which the Lessor or the Indenture Trustee, as the case may be, is a party, EXCEPT that indemnity obligations of the Lessee with respect to periods prior to the date of termination shall survive. Notwithstanding In connection with any sale by the foregoingLessor to the Lessee under this Section 14, Lessee may, in accordance with Section 7(uthe Lessor may specifically disclaim representations and warranties (other than as contemplated by clause (i) of the Participation Agreement, assume preceding sentence) in a manner comparable to that set forth in the principal amount second sentence of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumedSection 6(b).
Appears in 1 contract
Samples: Lease Agreement (PNM Resources)
Purchase Options. The Lessee shall have the option, right to purchase the Premises (i) upon at least thirty (30) days irrevocable prior written notice to Lessor prior to on the EBO fifteenth Basic Rent Payment Date with respect to during the purchase option set forth in clause (1) Basic Lease Term and on every second Basic Rent Payment Date through the end of the Basic Lease Term beginning on the twenty-second Basic Rent Payment Date or (ii) upon at least one hundred twenty (120) days irrevocable prior written notice to Lessor prior to the relevant purchase date (each a "Purchase Option Date") with respect to the purchase options set forth in clauses (2) and (3), to terminate this Lease and to purchase the Aircraft:
(1) on the EBO Datedate of expiration of the Basic Lease Term or any Renewal Term, for in each case at a purchase price equal to the EBO Amount set forth on Exhibit D, it being understood that if such amount is to be paid in installments, Lessee will, upon payment Fair Market Sales Value of the first installment Premises as of such Basic Rent Payment Date or expiration date, as the case may be, exclusive of the EBO Amount, value of any Modifications during the Lease Term paid for by the Lessee and exclusive of the value of any part of the DePaxxx Xxxcels purchased by the Lessor with funds provided by or on behalf of the EBO date, receive title Lessee; provided that such purchase price shall be determined without regard to the Aircraft free and clear of all liens (other than the Lien of Notes or the Indenture if Lessee has elected to assume the Equipment Notes in accordance with Section 7(u) of the Participation Agreement);
(2) on the last Business Day of the Basic Term for a purchase price equal to the fair market sales value of the Aircraft on such date, provided, however, that and in no event shall such purchase price exceed 50% of Lessor's Cost;
(3) on the last Business Day of any Renewal Term for a purchase price equal to the fair market sales value of the Aircraft on such date. Notwithstanding the foregoing but subject to the last sentence of this paragraph, the purchase price on any Purchase Option Date shall be sufficient, less than the aggregate principal amount of the Notes then Outstanding together with all other amounts payable simultaneously by Lessee, to pay in full the payments then required to be made on account of the principal amount of and accrued and unpaid interest thereon (after giving effect to any payment of Basic Rent on such date) plus any applicable Make Whole Premium plus any Deferred Contingent CPI Rent. It shall be a condition to the purchase of the Premises by the Lessee on the Equipment Notes then outstanding. Upon payment fifteenth Basic Rent Payment Date during the Basic Lease Term pursuant to Lessor in immediately available funds in Dollars of the full amount of the purchase price and payment of any other amounts then due hereunder (including all Rent and all reasonable costs or expenses of this Section 7(a) that the Owner Participant in connection with such purchase), Lessor will transfer shall not have required the Lessee to Lessee, without recourse or warranty (except as make an offer to purchase the absences of Lessor Liens), all of Lessor's right, title and interest in and Beneficial Interest pursuant to the Aircraft. Notwithstanding the foregoing, Lessee may, in accordance with Section 7(u) 13.04 of the Participation Agreement, assume Agreement unless the principal amount of the Equipment Notes then outstanding on any applicable Purchase Option Date in which event Lessee Owner Participant shall receive a credit against the purchase price otherwise payable pursuant to the preceding two sentences in an amount equal to the principal amount so assumednot have accepted such offer.
Appears in 1 contract
