Redelivery. (a) On or before the date of the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item of Equipment), Lessee will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment), surrender and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate. (b) At the time of such return to Lessor, each Item of Equipment (and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens. (c) All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense. (d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment. (e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder. (f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Equipment Lease Agreement (BRL Universal Equipment Corp), Equipment Lease Agreement (Universal Compression Inc)
Redelivery. (a) On or before the date If an Event of the expiration or earlier termination of the Term Default occurs with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Schedule and Lessee is required to purchase return the Equipment described on such Item of Equipment)Schedule to Lessor, Lessee willshall return such Equipment to Lessor free and clear of all Liens whatsoever, to such place(s) within the continental United States as Lessor shall specify. Lessee shall provide, at its expense, dismantle (transit insurance for the redelivery period in an amount equal to the extent necessary replacement value of such Equipment and Lessor shall be named as the loss payee on all such policies of insurance. Lessee shall cause:
(1) the Supplier’s representative or other qualified person acceptable to ship Lessor (the “Designated Person”) to de-install such Item of EquipmentEquipment in accordance with the Supplier’s specifications (as applicable) and pack such Equipment properly and in accordance with the Supplier’s recommendations (as applicable), surrender ; and deliver possession of each Item of (2) such Equipment to Lessor at be transported in a manner consistent with the Redelivery Location with Supplier’s recommendations and practices (as applicable). Upon return, such Equipment shall be: (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the same condition required hereunderas when delivered to Lessee under the related Schedule, ordinary wear and tear excepted; (ii) a copy mechanically and structurally sound, capable of an inventory list performing the functions for each Item which such Equipment was originally designed, in accordance with the Supplier’s published and recommended specifications (as applicable); (iii) redelivered with all then current planscomponent parts in good operating condition (and all components must meet or exceed the Supplier’s minimum recommended specifications, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained unless otherwise agreed by Lessee or any of its Affiliates, and Lessor in writing); (iv) redelivered with respect to any Item all software and documentation necessary for the operation of such Equipment for the performance of the functions for which qualifies for such Equipment was originally designed (whether or not such software is subject to any manufacturer's maintenanceembedded in or otherwise is a part of such Equipment); and (v) cleaned and cosmetically acceptable, repair with all Lessee-installed markings removed and all rust, corrosion or warranty policyother contamination having been removed or properly treated, (A) if and in such manufacturer is Lessee or an affiliate thereofcondition so that it may be immediately installed and placed in service by a third party. Upon delivery, such Equipment shall be in compliance with all applicable Federal, state and local laws, and health and safety guidelines. Lessee shall be responsible for the cost of all repairs, alterations, inspections, appraisals, storage charges, insurance costs, demonstration costs and other related costs necessary to cause such manufacturer Equipment to deliver to Lessor a statement or certificate that has been signed by an authorized representative be in full compliance with the terms of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificatethis Lease.
(b) At the time of such return If requested by Lessor, Lessee shall also deliver all related records and other data to Lessor, each Item including all records of maintenance, modifications, additions and major repairs, computerized maintenance history, and any maintenance and repair manuals (collectively, the “Records”). All manuals or other documents delivered to Lessor that are subject to periodic revision will be fully up-to-date and current to the latest revision standard of any particular manual or document. In the event any such Records are missing or incomplete, Lessor shall have the right to cause the same to be reconstructed at Lessee’s expense. (c) In addition to Lessor’s other rights and remedies hereunder, if such Equipment and the related Records are not returned in a timely fashion, or if repairs are necessary to place any item of Equipment (and each part or component thereof) in the condition required in this Section, Lessee shall (i) meet continue to pay to Lessor per diem rent at the original design specifications last prevailing lease rate under the applicable Schedule with respect to such item of Equipment, for the period of delay in redelivery, and/or for the period of time reasonably necessary to accomplish such repairs, and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when delivered pay to Lessee hereunder, and shall not have been subjected Lessor an amount equal to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components the aggregate cost of any Item such repairs. Lessor’s acceptance of such rent on account of such delay and/or repair does not constitute an extension or renewal of the term of the related Schedule or a waiver of Lessor’s right to prompt return of such Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), proper condition. Such amount shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
(c) All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable payable upon the expiration earlier of Lessor’s demand or the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of such Equipment at Lessee's cost and expensein accordance with this Lease.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Master Lease Agreement (Foresight Energy Partners LP), Master Lease Agreement (Perry-Judds Inc)
Redelivery. (a) On Subject to the rights of Charterer under Articles 10(a), 10(h) and the rights and obligations of Charterer under Article 16 hereof, on or before the date last day of the Charter Period (but in no event prior to the expiration or earlier termination of the Term with respect to each Item Term), unless an Event of Equipment (unless Lessee Loss has exercised its transfer option with respect thereto occurred or this Demise Charter has been terminated pursuant to Section 28.2 Article 15(b) or 28.4; use of any Vessel has been requisitioned and such requisition is continuing at the end of the Charter Period, Charterer shall effect Redelivery of the Vessels to Shipowner at safe and suitably equipped berths at Tampa, Florida, or a third party sale thereof acceptable to Lessor is consummated such other safe berths and safe port suitable for the Vessels on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item Gulf Coast of Equipment)the United States designated by Shipowner, Lessee willunless otherwise agreed by Shipowner and Charterer, at its expense, dismantle (to the extent necessary to ship such Item of Equipment), surrender in class and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the order and condition required hereunderby the terms of Article 4, except for ordinary wear and tear not affecting class, with no required surveys or inspections which are due or overdue and with no outstanding recommendations or requirements on the Vessels (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is nor subject to any manufacturer's maintenancedamage or other condition which, repair if known to the Classification Society or warranty policyUSCG, (A) if would result in such manufacturer is Lessee a recommendation or an affiliate thereof, Lessee requirement). Charterer shall cause such manufacturer give written notice to deliver to Lessor a statement or certificate that has been signed by an authorized representative Shipowner of the manufacturer attesting expected time and port of Redelivery at least sixty (60) days prior to Redelivery. At the request of Shipowner a surveyor shall be appointed for the purpose of determining and confirming in writing the condition of the Vessels at the time of Redelivery. Charterer shall bear all survey expenses and other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred, in connection with such Redelivery. Owner Participant may require that Charterer lay up any Vessel at the time of Redelivery for a period of up to two hundred seventy (270) days, the expense of such lay-up to be for Charterer’s account for the first ninety (90) days, and thereafter for the account of Owner Participant, at prevailing local commercial rates, provided that such lay-up may be at a Gulf Coast port designated by Charterer, subject to the availability other requirements of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificatethis Article 13(a).
(b) At the time Any property of such return to Lessor, each Item of Equipment (Charterer remaining aboard any Vessel upon Redelivery and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) not removed by Charterer may be in retained by Shipowner as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
(c) All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary property without prejudice to Charterer’s obligation under Article 6 to restore each Item of Equipment such Vessel to the condition required it would have been in had it not been so installed by this Section 6.1 prior to redelivery hereunderCharterer.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Demise Charter (Teco Energy Inc), Demise Charter (Tampa Electric Co)
Redelivery. (a) On or before the date If (i) an Event of the expiration or earlier termination of the Term Default occurs with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Schedule and Lessee is required to surrender or return the Equipment described on such Schedule to Lessor, or (ii) this Lease expires and Lessee does not purchase such Item of Equipment)the Equipment pursuant to Rider No. 1 to the Equipment Schedule, Lessee willshall, at Lessor’s option, deliver such Equipment to Lessor, at Lessee’s sole cost and expense, free and clear of all Liens whatsoever, to such place(s) within the continental United States as Lessor shall specify. Lessee shall provide, at its expense, dismantle (transit insurance for the delivery period in an amount equal to the extent necessary replacement value of such Equipment and Lessor shall be named as the loss payee on all such policies of insurance. Lessee shall cause:
(1) the Supplier’s representative or other qualified person acceptable to ship Lessor (the “Designated Person”) to de-install such Item of EquipmentEquipment in accordance with the Supplier’s specifications (as applicable) and pack such Equipment properly and in accordance with the Supplier’s recommendations (as applicable); and (2) such Equipment to be transported in a manner consistent with the Supplier’s recommendations and practices (as applicable), at Lessee’s sole cost and expense. Upon surrender and deliver possession of each Item of or delivery, as applicable, such Equipment to Lessor at the Redelivery Location with shall be: (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the same condition required hereunderas when the related Schedule was executed, ordinary wear and tear excepted; (ii) a copy mechanically and structurally sound, capable of an inventory list performing the functions for each Item which such Equipment was originally designed, in accordance with the Supplier’s published and recommended specifications (as applicable); (iii) delivered or surrendered, as applicable, with all then current planscomponent parts in good operating condition (and all components must meet or exceed the Supplier’s minimum recommended specifications, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained unless otherwise agreed by Lessee or any of its Affiliates, and Lessor in writing); (iv) delivered or surrendered, as applicable, with respect to any Item all software and documentation necessary for the operation of such Equipment for the performance of the functions for which qualifies for such Equipment was originally designed (whether or not such software is subject to any manufacturer's maintenanceembedded in or otherwise is a part of such Equipment); and (v) cleaned and cosmetically acceptable, repair with all Lessee-installed markings removed and all rust, corrosion or warranty policyother contamination having been removed or properly treated, (A) if and in such manufacturer is Lessee or an affiliate thereofcondition so that it may be immediately installed and placed in service by a third party. Upon delivery, Lessee shall ensure that such Equipment shall be in compliance with all applicable Federal, state and local laws, and health and safety guidelines. Lessee shall be responsible for the cost of all repairs, alterations, inspections, appraisals, storage charges, insurance costs, demonstration costs and other related costs necessary to cause such manufacturer Equipment to deliver to Lessor a statement or certificate that has been signed by an authorized representative be in full compliance with the terms of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificatethis Lease.
(b) At the time of such return If requested by Lessor, Lessee shall also deliver all related records and other data to Lessor, each Item including all drawings, records of Equipment maintenance, modifications, additions and major repairs, computerized maintenance history, and any maintenance and repair manuals, if any (and each part collectively, the “Records”). All drawings, manuals or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when other documents delivered to Lessee hereunder, Lessor that are subject to periodic revision will be fully up-to-date and shall not have been subjected current to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components the latest revision standard of any Item of Equipment particular manual or document. In the event any such that its valueRecords are missing or incomplete, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item Lessor shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will the right to cause the same to be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) reconstructed at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens’s expense.
(c) All operating licenses In addition to Lessor's other rights and agreements pertinent remedies hereunder, if such Equipment and the related Records are not returned in a timely fashion, or if repairs are necessary to place any item of Equipment in the operation of each Item condition required in this Section, Lessee shall (i) continue to pay to Lessor per diem rent at the last prevailing lease rate under the applicable Schedule with respect to such item of Equipment, for the period of delay in redelivery, and/or for the period of time reasonably necessary to accomplish such repairs, and (other than non-transferable licenses ii) pay to use software), that are capable Lessor an amount equal to the aggregate cost of being transferred, any such repairs. Lessor's acceptance of such rent on account of such delay and/or repair does not constitute an extension or renewal of the term of the related Schedule or a waiver of Lessor's right to prompt return of such Equipment in proper condition. Such amount shall be fully transferable payable upon the expiration earlier of Lessor’s demand or the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of such Equipment at Lessee's cost and expensein accordance with this Lease.
(d) Each Item Without limiting any other terms or conditions of Equipment that qualifies for or is subject this Lease, the provisions of this Section are of the essence of each Schedule, and upon application to any manufacturer's maintenancecourt of equity having jurisdiction, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment Lessor shall be secured properly for air or overland or other suitable transport. Each Item entitled to a decree against Lessee requiring Lessee’s specific performance of Equipment shall be delivered to the Redelivery Location its agreements in the manner in which is customary for such Item of Equipmentthis Section.
(e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Master Lease Agreement (Enservco Corp), Master Lease Agreement (1847 Holdings LLC)
Redelivery. (a) On Subject to the rights of Charterer under Articles 10(a), 10(h) and the rights and obligations of Charterer under Article 16 hereof, on or before the date last day of the Charter Period (but in no event prior to the expiration or earlier termination of the Term with respect to each Item Term), unless an Event of Equipment (unless Lessee Loss has exercised its transfer option with respect thereto occurred or this Demise Charter has been terminated pursuant to Section 28.2 Article 15(b) or 28.4; the use of any Vessel has been requisitioned and such requisition is continuing at the end of the Charter Period, Charterer shall effect Redelivery of the Vessels to Shipowner at safe and suitably equipped berths at Tampa, Florida, or a third party sale thereof acceptable to Lessor is consummated such other safe berths and safe port suitable for the Vessels on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item Gulf Coast of Equipment)the United States designated by Shipowner, Lessee willunless otherwise agreed by Shipowner and Charterer, at its expense, dismantle (to the extent necessary to ship such Item of Equipment), surrender in class and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the order and condition required hereunderby the terms of Article 4, except for ordinary wear and tear not affecting class, with no required surveys or inspections which are due or overdue and with no outstanding recommendations or requirements on the Vessels (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is nor subject to any manufacturer's maintenancedamage or other condition which, repair if known to the Classification Society or warranty policyUSCG, (Awould result in such a recommendation or requirement) if such manufacturer is Lessee or an affiliate thereof, Lessee and with all required certificates in effect. Charterer shall cause such manufacturer give written notice to deliver to Lessor a statement or certificate that has been signed by an authorized representative Shipowner of the manufacturer attesting expected time and port of Redelivery at least sixty (60) days prior to Redelivery. At the request of Shipowner a mutually agreed upon surveyor shall be appointed for the purpose of determining and confirming in writing the condition of the Vessels at the time of Redelivery. In the event that the Charterer and the Shipowner are unable to agree on a surveyor, the Charterer shall recommend a list of three (3) internationally recognized surveyors and the Shipowner shall choose one (1) surveyor from such list, who shall then act as the surveyor in connection with Redelivery. Charterer shall bear all survey expenses and other costs, if any, including the cost of docking and undocking, if required, as well as all repair costs incurred, in connection with such Redelivery. Shipowner may require that Charterer lay up any Vessel at the time of Redelivery for a period of up to two hundred seventy (270) days, the expense of such lay-up to be for Charterer’s account for the first ninety (90) days, and thereafter for the account of Owner Participant, at prevailing local commercial rates, provided that such lay-up may be at a Gulf Coast port designated by Charterer, subject to the availability other requirements of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificatethis Article 13(a).
(b) At the time Any property of such return to Lessor, each Item of Equipment (Charterer remaining aboard any Vessel upon Redelivery and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) not removed by Charterer may be in retained by Shipowner as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
(c) All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary property without prejudice to Charterer’s obligation under Article 6 to restore each Item of Equipment such Vessel to the condition required it would have been in had it not been so installed by this Section 6.1 prior to redelivery hereunderCharterer.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Demise Charter (Teco Energy Inc), Demise Charter (Tampa Electric Co)
Redelivery. (a) On or before the date of Upon the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such an Item of EquipmentEquipment pursuant to Section 28.5), Lessee will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment), surrender and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such each Item that have been retained prepared or received by Lessee or any of its AffiliatesLessee, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (Ai) if such manufacturer is Lessee or an affiliate thereof, thereof Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (Bii) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize its reasonable best efforts to obtain from such manufacturer such a statement or certificate.
(b) . At the time of such return to Lessor, each Item of Equipment (and each part or component thereof) shall (ia) meet the original design specifications and operating standards of such Item, (iib) be in as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its valueEquipment, utility, Residual Value or remaining useful life will be reduced, and (iiic) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (ivd) have no missing or damaged components such that its value, utility, Residual Value utility or remaining useful life will be reduced, (ve) comply with all laws and rules referred to in Sections 10 and 11, (vif) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (viig) have had removed therefrom in a workmanlike manner, (xi) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (yii) any insignia or markingmarking permitted pursuant to Section 9, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
(c) . All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) . Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) . Lessee shall, shall at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) . Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to LesseeLessor, at LesseeLessor's cost, relating to the redelivery of or LesseeLessor's interest in each Item of Equipment.
Appears in 2 contracts
Samples: Master Equipment Lease Agreement (Universal Compression Holdings Inc), Master Equipment Lease Agreement (Universal Compression Inc)
Redelivery. (a) On or before the date of Upon the expiration or earlier termination of the Term with respect to each Item term of any Equipment Schedule (or of any renewal thereof, if applicable), Lessee shall, unless Lessee has exercised its transfer option paid the Stipulated Loss Value and other amounts with respect thereto pursuant to Section 28.2 12 hereof or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto has exercised its options pursuant to Section 28.3 Sections 19(b) or Lessee is required to purchase such Item of Equipment), Lessee will(c) hereof and fully has satisfied its obligations thereunder, at its own expense, dismantle (to return the extent necessary to ship such Item of Equipment), surrender and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with within ten (i10) a certificate executed by a Responsible Officer of Lessee certifying that days (Aa) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the same condition required hereunder, (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate.
(b) At the time of such return to Lessor, each Item of Equipment (and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is resulting from proper use thereof excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iiib) be in the such operating condition required by Section 11 and with respect to any Item as is capable of Equipment that qualifies for or is subject to any manufacturer's maintenanceperforming its originally intended use, repair or warranty policy(c) having been used, such Item shall have been maintained operated, serviced and repaired in a manner consistent with such policyaccordance with, (iv) have no missing or damaged components such that its valueand otherwise complying with, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee7 hereof, and (yd) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Liens whatsoever except Liens resulting from claims against Lessor Liens and Collateral Agent Liens.
(c) All operating licenses and agreements pertinent not relating to the operation ownership of each Item such Equipment. Lessee shall return the Equipment by delivering it to such place within the Continental United States as Lessor shall reasonably specify. In addition to Lessor's other rights and remedies hereunder, if the Equipment is not returned in a timely fashion, or if repairs are necessary to place any items of Equipment in the condition required in this Section, Lessee shall continue to pay to Lessor per diem Rent at the last prevailing lease rate under the applicable Equipment Schedule with respect to such items of Equipment, (other than non-transferable licenses for the period of delay in redelivery, or for the period of time reasonably necessary to use software)accomplish such repairs together with the cost of such repairs, that are capable as applicable. Lessor's acceptance of being transferred, shall be fully transferable upon the expiration such Rent on account of such delay or repair does not constitute a renewal of the Term term of the related Equipment Schedule or a waiver of Lessor's right to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon prompt return of the Item of Equipment at Lessee's cost and expensein proper condition.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.
Appears in 1 contract
Redelivery. (a) On or before Unless Lessee purchases the date of the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 19 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on remarkets the Termination Date with respect thereto Equipment pursuant to Section 28.3 20, on the last day of the Term, whether at the end of the Basic Term or Lessee is required a Renewal Term in accordance with Section 20 or upon termination pursuant to purchase such Item of Equipment)Section 15, Lessee willshall, at its own risk, cost and expense, dismantle the Equipment under the supervision of the Independent Inspector (to as hereinafter defined) in accordance with generally accepted methods and procedures for deinstallation, identify the extent necessary to ship such Item of Equipment), surrender and deliver possession component parts of each Item of Equipment with appropriate tags and markings, crate, catalog and ship the Equipment using a reasonable method of transportation and redeliver the Equipment to Lessor at the Redelivery Location with no more than two (i2) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is separate locations in the condition required hereunder, (ii) a copy of an inventory list continental United States specified in writing by Lessor at least 30 days prior to the date scheduled for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating shipment. Prior to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereofreturn, Lessee shall cause such manufacturer to deliver to Lessor a statement remove all Alterations or certificate that has been signed by an authorized representative of the manufacturer attesting property incorporated or installed in or attached to the availability of such maintenanceEquipment that are not owned by, repair or warranty policy not being purchased by, Lessor pursuant to Section 7(g)(iii) hereof, and (B) if the manufacturer is any Alterations or property not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then so removed that are owned by Lessee shall utilize reasonable efforts become the property of Lessor. In the event the Equipment is neither purchased nor remarketed and such Alterations or property are turned over to obtain from such manufacturer such a statement or certificate.
(b) Lessor, they shall become the property of Lessor. At the time of such return to Lessorreturn, each Item of the Equipment (and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens other than Lessor Liens, (ii) shall be in compliance with all the terms hereof, and (iii) will be in a condition such that it can perform to the manufacturer's tolerances and specifications for or applicable to comparable equipment of like age, usage and configuration and so that it may be promptly installed and placed into use in an operating environment similar to that under which it was used during the Term without the need for refurbishment or overhaul, other than minor repairs and adjustments which would ordinarily be expected in connection with a relocation of similar equipment. In connection with the return of the Equipment, the Lessee shall cause, at its own expense, any Hazardous Materials used or stored in conjunction with the Equipment to be removed, transported and disposed of in accordance with Applicable Laws. Simultaneously with the return of the Equipment, Lessee shall deliver to Lessor Liens a copy of the manufacturer's operating manuals, plans and Collateral Agent Liensspecifications, maintenance records, operating logs, and similar documentation with respect to such Equipment, and all maintenance manuals and logs and similar documentation necessary for the continued maintenance or operation of such Equipment. Effective at the time such return is required, Lessee at its own cost and expense shall assign or sublicense to the extent legally permitted or otherwise use commercially reasonable efforts to secure for the benefit of Lessor and its successors and assigns any software licenses necessary for the normal operation of the Equipment by Lessor (or such successors and assigns).
(b) If Lessee is returning the Equipment pursuant to the terms hereof, Lessee shall arrange, at its own cost and expense for delivery to Lessor of a complete inventory of the Equipment and for the Equipment to be inspected by an independent licensed engineer experienced in evaluating equipment comparable to the Equipment (an "Independent Inspector") selected by Lessee and reasonably acceptable to the Lessor to inspect the Equipment in order to determine whether it meets the requirements of subclauses (ii) and (iii) of clause (a) above, that the operating software is currently at the latest specifications by the manufacturer of the Equipment for such software, that all fluid, air and gas lines are fluid-tight and air-tight, the Equipment is properly coated with a protective coating of paint or similar coating, and the Equipment is free from damage, dents, tears and the like other than insignificant matters ordinarily expected of equipment of similar age and use. In addition, the Independent Inspector will be provided with a copy of the preventive maintenance plan for the Equipment showing maintenance, repairs, replacements and refurbishments over at least the last two (2) years prior to return. If the Independent Inspector finds the Equipment meets with the provisions specified above, the Equipment will be deemed "returnable". If any Item of Equipment does not meet such requirements, the Independent Inspector will prepare a list of deficiencies for the Lessee to repair or replace and the Lessee shall at its own cost and expense complete such repairs or replacements in a good and workmanlike manner prior to the end of the Term. Until Lessee completes such repairs and returns, any such Item of Equipment shall not be deemed "returnable".
(c) All operating licenses and agreements pertinent If for any reason Lessee shall not have returned any Item of Equipment as required pursuant to the operation provisions of this Section 13 on the required day (including any failure to comply with the first paragraph of this Section 13), Lessee shall pay to Lessor on demand additional rent for such Item of Equipment on a per diem basis for each day after such day until full compliance with this Section 13, which rent shall be in an amount per day equal to 110% of the average daily rate of Fixed Rate Renewal Rent for such Item of Equipment for a return at the end of the Basic Term or any Fixed Rate Renewal Term, such compensation to be in addition to and not a substitute for such liability as Lessee may have as a result of such failure to return such Item of Equipment. Without limiting the generality of any of the other terms of this Lease, (other than non-transferable licenses to use software), that are capable of being transferred, Lessee shall be fully transferable upon the expiration liable for any costs and expenses (including reasonable legal fees and expenses) incurred by Lessor as a result of the Term failure of Lessee duly to Lessor or its designee. Lessee shall transfer perform and comply with any such transferable license or agreement upon return of the Item terms of Equipment at Lesseethis Section 13. The provisions of this Section 13(c) do not waive Lessor's cost and expenseright of re-entry or right to regain possssion by actions of law or in equity or any other rights hereunder.
(d) Each Lessor may assign its rights under this Section 13 in respect of any Item of Equipment that qualifies and any rights it may have for or is subject the failure of Lessee to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with maintain such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent accordance with the terms hereof to any Person who leases or purchases or agrees to lease or purchase such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transportfrom Lessor. Each Item of Equipment shall be delivered Lessee agrees that subject to the Redelivery Location confidentiality provisions contained herein, it will cooperate in all reasonable respects with efforts of Lessor to lease or sell the Equipment, including aiding qualified potential lessees or purchasers by providing access to the Equipment as then being used and to the records relating to maintenance and performance for inspection during normal working hours upon prior written notice to Lessee (but in no event shall Lessee be required to take or permit any actions that would unreasonably disrupt or interfere with its or its Affiliates' ability to conduct business in the manner ordinary course) and by cooperating, at the expense of Lessor, in the obtaining of all orders, licenses, consents, authorizations, approvals or exemptions under or by any Governmental Authority which is customary for such Item may be necessary in connection with any potential lease or purchase of the Equipment.
(e) Without limiting the provisions of Section 15 hereof, upon the termination of this Lease pursuant to Section 15 hereof, at the written request of Lessor, Lessee shallwill provide, at no cost to Lessor, storage of the Equipment, indoors, at its own expense, make repairs necessary then current location for a period not to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunderexceed six months.
(f) Upon The obligations of Lessee under this Section 13 shall survive the termination of this Lease.
(g) Notwithstanding the foregoing, in lieu of accepting return of any or all of the Equipment, Lessor may, if specified in writing signed by the Lessor at least 30 days prior to the date scheduled for redelivery, abandon some or all of the Equipment specified in such notice to Lessee in which case Lessor shall transfer all of its right, title and interest in such Equipment to Lessee, without representation or warranty except as to absence of Lessor's Liens and Lessor shall deliver to Lessee a bill of sale transferring and assigning to Lessee without recourse xx xarranty (except as to absence of Lessor's Liens) all of Lessor's right, title and interest thereto, and without further act, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available have been deemed to Lessee, at Lessee's cost, relating have fully complied with its obligations under this Section 13 with respect to the redelivery of or Lessee's interest in each Item of such Equipment.
Appears in 1 contract
Redelivery. (a) On or before the date of Upon the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee Obligor has exercised its transfer option with respect thereto pursuant to Section 28.2 Sections 25.2 or 28.4; 25.4 hereof or a third party sale thereof acceptable to Lessor Corporate Obligee is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item of Equipment25.3 hereof), Lessee Obligor will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment)dismantle, surrender and deliver possession of each Item of Equipment to Lessor Corporate Obligee at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee Obligor certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such the Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item, proof of payment by Obligor to the Person from whom Obligor acquired such Item and (iii) of Equipment in the form of a canceled check or wire transfer confirmation, all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such each Item that have been retained prepared or received by Lessee or any of its AffiliatesObligor, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's ’s maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate.
(b) condition. At the time of such return to LessorCorporate Obligee, each Item of Equipment (and each part or component thereof) shall (ia) meet the original design specifications and operating standards of such Item, (iib) be in as good operating condition, state of repair and appearance as when delivered to Lessee Obligor hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal excepted, and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policyhereof, (ivc) have no missing or damaged components such that its value, utility, Residual Value utility or remaining useful life will be reduced, (vd) comply with all laws and rules referred to in Sections 10 and 11Section 11 hereof, (vie) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 hereof and (viif) have had removed therefrom in a workmanlike manner, (xi) at Lessor's option, any addition, modification or improvement which, as provided in Section 1212 hereof, is owned by LesseeObligor, and (yii) any insignia or markingmarking permitted pursuant to Section 13 hereof, and each Item of Equipment (and each part or component thereof), shall g) be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
a Lien granted or placed thereon by Corporate Obligee, Lender, or any Assignee pursuant to Section 14.2 hereof. With respect to any Item of Equipment which has an hour meter or similar device affixed to or relating to such Equipment, Obligor must provide evidence of the total operating hours on such Item at redelivery, as evidenced by such meter or similar device. The total operating hours for each such Item of Equipment in excess of 3000 hours per year shall be billed to Obligor at a rate set by Corporate Obligee (c) which rate shall be reasonable in all the circumstances). All operating licenses and agreements pertinent to the operation of each Item of Equipment, whether or not included in the original Agreement (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor Corporate Obligee or its designee. Lessee Obligor shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's Obligor’s cost and expense.
(d) . Each Item of Equipment that qualifies for or is subject to any manufacturer's ’s maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee Obligor shall provide or shall cause a representative of the manufacturer of such Item a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, deinstallation each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment originally delivered to Obligor, secured for shock proof and minimum vibration travel or delivered via air ride van shall be redelivered in a similar manner, and each other Item of Equipment shall be delivered to the Redelivery Location in the manner in which it was delivered to Obligor or such other manner as is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make . Obligor shall pay for any repairs necessary to restore each any Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) 6.1. The term “ordinary wear and tear” as used herein shall not be construed as permitting any material broken,damaged or missing items or components of any Item of Equipment. Upon redelivery, Lessee Obligor shall provide any additional documentation reasonably requested by Lessor and reasonably available to LesseeCorporate Obligee, at Lessee's Corporate Obligee’s cost, relating to the redelivery of or Lessee's Corporate Obligee’s interest in each Item of Equipment.
Appears in 1 contract
Samples: Equipment Leasing Agreement (Harman International Industries Inc /De/)
Redelivery. (a) On or before With respect to each Equipment Schedule, unless otherwise provided in this Lease (including any Rider hereto), Lessee agrees that (1) it shall provide Lessor with written notice of the scheduled expiration of the then existing term of lease with respect to such Equipment Schedule, and Lessee’s assurance that the Equipment leased thereunder shall be redelivered to Lessor in accordance with the provisions of this Lease (including any Rider hereto) (the “Return Notice”); (2) such Return Notice shall be delivered to Lessor at least sixty (60) days, but no more than one hundred twenty (120) days, prior to such expiration date; and (3) if Lessee fails to so deliver such Return Notice to Lessor, at Lessor’s option (as evidenced by its written acknowledgment thereof), Lessee shall be deemed to have renewed the term thereof for a term of six months commencing on the day next succeeding such expiration date of and at rental payable in the same amount and manner as the rental payable during the then expiring term.
(b) Upon the expiration or earlier termination of the Term with respect to each Item term of any Equipment Schedule (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item of Equipmentany renewal thereof, if applicable), Lessee will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment), surrender and deliver possession of each Item of Equipment to Lessor at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item and (iii) all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained by Lessee or any of its Affiliates, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate.
(b) At the time of such return to Lessor, each Item of Equipment (and each part or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when delivered to Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
(c) All operating licenses and agreements pertinent to the operation of each Item of Equipment, (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make return the Equipment to Lessor within ten (10) day, in the same condition as when delivered to Lessee hereunder, ordinary wear and tear resulting from proper use thereof excepted. Lessee shall return the Equipment by delivering it to such place within the Continental United States as Lessor shall specify. In addition to Lessor’s other rights and remedies hereunder, if the Equipment is not returned in a timely fashion, or if repairs are necessary to restore each Item place any items of Equipment to in the condition required by in this Section 6.1 prior to redelivery hereunder.
(f) Upon redeliverySection, Lessee shall provide any additional documentation reasonably requested by continue to pay to Lessor and reasonably available per diem rent at the last prevailing lease rate under the applicable Equipment Schedule with respect to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item such items of Equipment, for the period of delay in redelivery, or for the period of time reasonably necessary to accomplish such repairs together with the cost of such repairs, as applicable. Lessor’s acceptance of such rent on account of such delay or repair does not constitute a renewal of the term of the related Equipment Schedule or a waiver of Lessor’s right to prompt return of the Equipment in proper condition.
Appears in 1 contract
Redelivery. (a) On or before the date of Upon the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee Obligor has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; 25.2 hereof or a third party sale thereof acceptable to Lessor Obligee is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item of Equipment25.3 hereof), Lessee Obligor will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment)dismantle, surrender and deliver possession of each Item of Equipment to Lessor Obligee at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee Obligor certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such the Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item, proof of payment by Obligor to the Person from whom Obligor acquired such Item and (iii) of Equipment in the form of a canceled check or wire transfer confirmation, all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such each Item that have been retained prepared or received by Lessee or any of its AffiliatesObligor, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate.
(b) condition. At the time of such return to LessorObligee, each Item of Equipment (and each part or component thereof) shall (ia) meet the original design specifications and operating standards of such Item, (iib) be in as good operating condition, state of repair and appearance as when delivered to Lessee Obligor hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal excepted, and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policyhereof, (ivc) have no missing or damaged components such that its value, utility, Residual Value utility or remaining useful life will be reduced, (vd) comply with all laws and rules referred to in Sections 10 and 11Section 11 hereof, (vie) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 hereof and (viif) have had removed therefrom in a workmanlike manner, (xi) at LessorObligor's option, any addition, modification or improvement which, as provided in Section 1212 hereof, is owned by LesseeObligor, and (yii) any insignia or markingmarking permitted pursuant to Section 13 hereof, and each Item of Equipment (and each part or component thereof), shall g) be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
a Lien granted or placed thereon by Obligee, Lender, or any Assignee pursuant to Section 14.2 hereof. With respect to any Item of Equipment which has an hour meter or similar device affixed to or relating to such Equipment, Obligor must provide evidence of the total operating hours on such Item at redelivery, as evidenced by such meter or similar device. The total operating hours for each such Item of Equipment in excess of 3000 hours per year shall be billed to Obligor at a rate set by Obligee (c) which rate shall be reasonable in all the circumstances). All operating licenses and agreements pertinent to the operation of each Item of Equipment, whether or not included in the original Agreement (other than non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.being
Appears in 1 contract
Samples: Equipment Financing Agreement (Harman International Industries Inc /De/)
Redelivery. (a) On or before the date of Upon the expiration or earlier termination of the Term with respect to each Item of Equipment (unless Lessee Obligor has exercised its transfer option with respect thereto pursuant to Section 28.2 Sections 25.2 or 28.4; 25.4 hereof or a third party sale thereof acceptable to Lessor Corporate Obligee is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Lessee is required to purchase such Item of Equipment25.3 hereof), Lessee Obligor will, at its expense, dismantle (to the extent necessary to ship such Item of Equipment)dismantle, surrender and deliver possession of each Item of Equipment to Lessor Corporate Obligee at the Redelivery Location with (i) a certificate executed by a Responsible Officer of Lessee Obligor certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such the Item of Equipment is in the condition required hereunder, (ii) a copy of an inventory list for each Item, proof of payment by Obligor to the Person from whom Obligor acquired such Item and (iii) of Equipment in the form of a canceled check or wire transfer confirmation, all then current plans, specifications and operating, maintenance, and repair manuals and logs relating to such each Item that have been retained prepared or received by Lessee or any of its AffiliatesObligor, and (iv) with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's ’s maintenance, repair or warranty policy, (A) if such manufacturer is Lessee or an affiliate thereof, Lessee shall cause such manufacturer to deliver to Lessor a statement or certificate that has been signed by an authorized representative of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificate.
(b) condition. At the time of such return to LessorCorporate Obligee, each Item of Equipment (and each part or component thereof) shall (ia) meet the original design specifications and operating standards of such Item, (iib) be in as good operating condition, state of repair and appearance as when delivered to Lessee Obligor hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal excepted, and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment such that its value, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item shall have been maintained and repaired in a manner consistent with such policyhereof, (ivc) have no missing or damaged components such that its value, utility, Residual Value utility or remaining useful life will be reduced, (vd) comply (without any reference to materiality) with all laws and rules referred to in Sections 10 and 11Section 11 hereof, (vie) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 hereof and (viif) have had removed therefrom in a workmanlike manner, (xi) at Lessor's Obligor’s option, any addition, modification or improvement which, as provided in Section 1212 hereof, is owned by LesseeObligor, and (yii) any insignia or markingmarking permitted pursuant to Section 13 hereof, and each Item of Equipment (and each part or component thereof), shall g) be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
a Lien granted or placed thereon by Corporate Obligee, Lender, or any Assignee pursuant to Section 14.2 hereof. With respect to any Item of Equipment which has an hour meter or similar device affixed to or relating to such Equipment, Obligor must provide evidence of the total operating hours on such Item at redelivery, as evidenced by such meter or similar device. The total operating hours for each such Item of Equipment in excess of 3000 hours per year shall be billed to Obligor at a rate set by Corporate Obligee (c) which rate shall be reasonable in all the circumstances). All operating licenses and agreements pertinent to the operation of each Item of Equipment, whether or not included in the original Agreement (other than non-transferable non-transferable licenses to use software), that are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor Corporate Obligee or its designee. Lessee Obligor shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's Obligor’s cost and expense.
(d) . Each Item of Equipment that qualifies for or is subject to any manufacturer's ’s maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee Obligor shall provide or shall cause a representative of the manufacturer of such Item a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, deinstallation each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment originally delivered to Obligor, secured for shock proof and minimum vibration travel or delivered via air ride van shall be redelivered in a similar manner, and each other Item of Equipment shall be delivered to the Redelivery Location in the manner in which it was delivered to Obligor or such other manner as is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make . Obligor shall pay for any repairs necessary to restore each any Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) 6.1. The term “ordinary wear and tear” as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Item of Equipment. Upon redelivery, Lessee Obligor shall provide any additional documentation reasonably requested by Lessor and reasonably available to LesseeCorporate Obligee, at Lessee's Corporate Obligee’s cost, relating to the redelivery of or Lessee's Corporate Obligee’s interest in each Item of Equipment.
Appears in 1 contract
Samples: Equipment Leasing Agreement (Harman International Industries Inc /De/)
Redelivery. (a) On or before the date If an Event of the expiration or earlier termination of the Term Default occurs with respect to each Item of Equipment (unless Lessee has exercised its transfer option with respect thereto pursuant to Section 28.2 or 28.4; or a third party sale thereof acceptable to Lessor is consummated on the Termination Date with respect thereto pursuant to Section 28.3 or Schedule and Lessee is required to purchase return the Equipment described on such Item of Equipment)Schedule to Lessor, Lessee willshall return such Equipment to Lessor free and clear of all Liens whatsoever, to such place(s) wiithin the continental United States as Lessor shall specify. Lessee shall provide, at its expense, dismantle (transit insurance for the redelivery period in an amount equal to the extent necessary replacement value of such Equipment and Lessor shall be named as the loss payee on all such policies of insurance. Lessee shall cause:
(1) the Supplier’s representative or other qualified person acceptable to ship Lessor (the “Designated Person”) to de-install such Item of EquipmentEquipment in accordance with the Supplier’s specifications (as applicable) and pack such Equipment properly and in accordance with the Supplier’s recommendations (as applicable), surrender ; and deliver possession of each Item of (2) such Equipment to Lessor at be transported in a manner consistent with the Redelivery Location with Supplier’s recommendations and practices (as applicable). Upon return, such Equipment shall be: (i) a certificate executed by a Responsible Officer of Lessee certifying that (A) Lessee has used best efforts to maintain for each Item of Equipment being redelivered all plans, specifications and operating, maintenance and repair manuals prepared or reviewed by Lessee or any of its Affiliates and (B) such Item of Equipment is in the same condition required hereunderas when delivered to Lessee under the related Schedule, ordinary wear and tear excepted; (ii) a copy mechanically and structurally sound, capable of an inventory list performing the functions for each Item which such Equipment was originally designed, in accordance with the Supplier’s published and recommended specifications (as applicable); (iii) redelivered with all then current planscomponent parts in good operating condition (and all components must meet or exceed the Supplier’s minimum recommended specifications, specifications and operating, maintenance, and repair manuals and logs relating to such Item that have been retained unless otherwise agreed by Lessee or any of its Affiliates, Lessor in writing); and (iv) cleaned and cosmetically acceptable, and all rust, corrosion or other contamination having been removed or properly treated, and in such condition so that it may be immediately installed and placed in service by a third party. Upon delivery, such Equipment shall be in compliance with respect to any Item of Equipment which qualifies for or is subject to any manufacturer's maintenanceall applicable Federal, repair or warranty policystate and local laws, (A) if such manufacturer is Lessee or an affiliate thereof, and health and safety guidelines. Lessee shall be responsible for the cost of all repairs, alterations, inspections, appraisals, storage charges, insurance costs, demonstration costs and other related costs necessary to cause such manufacturer Equipment to deliver to Lessor a statement or certificate that has been signed by an authorized representative be in full compliance with the terms of the manufacturer attesting to the availability of such maintenance, repair or warranty policy and (B) if the manufacturer is not Lessee nor an affiliate of Lessee and generally provides its customers upon request a statement or certificate attesting to the availability of such maintenance, repair or warranty policy, then Lessee shall utilize reasonable efforts to obtain from such manufacturer such a statement or certificatethis Lease.
(b) At the time of such return If requested by Lessor, Lessee shall also deliver all related records and other data to Lessor, each Item including all records of Equipment maintenance, modifications, additions and major repairs, computerized maintenance history, and any maintenance and repair manuals (and each part collectively, the “Records”). All manuals or component thereof) shall (i) meet the original design specifications and operating standards of such Item, (ii) be in as good operating condition, state of repair and appearance as when other documents delivered to Lessee hereunder, Lessor that are subject to periodic revision will be fully up-to-date and shall not have been subjected current to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components the latest revision standard of any Item of Equipment particular manual or document. In the event any such that its valueRecords are missing or incomplete, utility, Residual Value or remaining useful life will be reduced, (iii) be in the condition required by Section 11 and with respect to any Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Item Lessor shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility, Residual Value or remaining useful life will the right to cause the same to be reduced, (v) comply with all laws and rules referred to in Sections 10 and 11, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 12 and (vii) have had removed therefrom in a workmanlike manner, (x) reconstructed at Lessor's option, any addition, modification or improvement which, as provided in Section 12, is owned by Lessee, and (y) any insignia or marking, and each Item of Equipment (and each part or component thereof), shall be free and clear of all Liens, other than Lessor Liens and Collateral Agent Liens.
’s expense. (c) All operating licenses In addition to Lessor’s other rights and agreements pertinent to remedies hereunder, if such Equipment and the operation of each Item of Equipment, (other than non-transferable licenses to use software), that related Records are capable of being transferred, shall be fully transferable upon the expiration of the Term to Lessor or its designee. Lessee shall transfer any such transferable license or agreement upon return of the Item of Equipment at Lessee's cost and expense.
(d) Each Item of Equipment that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled not returned in a manner consistent with such policy and in such a way that the Item remains eligible for or subject to such policy, as appropriate, and Lessee shall provide a certificate from a Responsible Officer certifying that each Item of Equipment was deinstalled in a manner consistent with such policy and remains eligible for or subject to such policy, as appropriate. Upon deinstallation, each Item of Equipment shall be secured properly for air or overland or other suitable transport. Each Item of Equipment shall be delivered to the Redelivery Location in the manner in which is customary for such Item of Equipment.
(e) Lessee shall, at its own expense, make repairs necessary to restore each Item of Equipment to the condition required by this Section 6.1 prior to redelivery hereunder.
(f) Upon redelivery, Lessee shall provide any additional documentation reasonably requested by Lessor and reasonably available to Lessee, at Lessee's cost, relating to the redelivery of or Lessee's interest in each Item of Equipment.timely
Appears in 1 contract
Samples: Master Lease Agreement (Foresight Energy Partners LP)