Common use of Sale of Equipment to Third Party Buyer Clause in Contracts

Sale of Equipment to Third Party Buyer. On the Termination Date, provided that all the conditions set forth in Sections 28.3.1, 28.3.2 and in clauses (i) and (ii) below have been met, Lessor shall sell (or cause to be sold) all Items of Equipment, for cash to the bidder, if any, who shall have submitted the highest bid during the Remarketing Period on an "as-is", "where-is" basis and without recourse or warranty, and upon receipt by Lessor of the sales price, Lessor shall instruct Lessee to deliver and Lessee shall deliver the Equipment to such bidder; provided, that (i) any such sale to a third party shall be consummated, and the sales price for the Equipment shall have been paid to Lessor in immediately available funds, on or before the Termination Date; and (ii) Lessor shall not be obligated to sell such Equipment if the Net Proceeds of Sale of all, but not less than all, the Equipment are less than the aggregate Maximum Lessor Risk Amount applicable to all, but not less than all, the Equipment as of the Termination Date. Upon satisfaction of the conditions to any sale under this Section 28.3 (including the absence of any Lease Default or Lease Event of Default during the Remarketing Period) and payment in full of all amounts due upon such a sale, Lessor will, at the request and cost of the bidder, transfer to or at the direction of the bidder, without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens), all of Lessor's right, title and interest in and to such Item(s), "as-is", "where-is" and at the cost and request of the bidder, furnish to or at the direction of Lessee, a bill xx sale without recourse or warranty (except as to Lessor Liens) and otherwise in form and substance reasonably satisfactory to the bidder and Lessor, evidencing such transfer.

Sale of Equipment to Third Party Buyer. On the Termination Date, provided that all the conditions set forth in Sections 28.3.1, 28.3.2 and in clauses (ia) and (iib) below have been met, Lessor shall sell (or cause to be sold) all Items of Equipment, for cash to the bidder, if any, who shall have submitted the highest bid during the Remarketing Period on an "as-is", "where-is" basis and without recourse or warranty, and upon receipt by Lessor of the sales price, Lessor shall instruct Lessee to deliver and Lessee shall deliver the Equipment to such bidder; provided, that (ia) any such sale to a third party shall be consummated, and the sales price for the Equipment shall have been paid to Lessor in immediately available funds, on or before the Termination Date; and (iib) Lessor shall not be obligated to sell such Equipment if the Net Proceeds of Sale of all, but not less than all, the Equipment are less than the aggregate Maximum Lessor Risk Amount applicable to all, but not less than all, the Equipment as of the Termination Date. Upon satisfaction of the conditions to any sale under this Section 28.3 (including the absence of any Lease Default or Lease Event of Default during the Remarketing Period) and payment in full of all amounts due upon such a salesale under this Section 28, Lessor will, so long as no Lease Event of Default shall have occurred and be continuing, at the request and cost of the bidder, transfer to or at the direction of the bidder, without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens), all of Lessor's right, title and interest in and to such Item(s), "as-is", "where-is" and at the cost and request of the bidder, furnish to or at the direction of Lessee, a bill xx sale without recourse or warranty (except as to Lessor Liens) and otherwise in form and substance reasonably satisfactory to the bidder and Lessor, evidencing such transfer.