Sale Option Procedures. If Lessee elects the Sale Option with respect to any Aircraft, Lessee shall use its best commercial efforts as nonexclusive agent for Lessor for the remainder of the Lease Term of such Aircraft to obtain the highest all cash purchase price for the purchase of such Aircraft, and in the event Lessee receives any bid, Lessee shall within five (5) Business Days after receipt thereof, and at least twenty (20) Business Days prior to the applicable Expiration Date, certify to Lessor in writing the amount and terms of such bid, the name and address of the party or parties (who shall not be Lessee or any Affiliate of Lessee or any Person with whom Lessee has an understanding or arrangement regarding their future use, possession or ownership of the Aircraft), but who may be any Financing Party, any Affiliate thereof, or any Person contacted by any Financing Party (other than any Person referred to in the foregoing parenthetical) submitting such bid. Any sale of any Aircraft pursuant to the Sale Option shall be completed on the Expiration Date for such Aircraft. Unless, pursuant to the terms of the bids submitted the Sale Proceeds shall exceed the aggregate outstanding Lease Balance of the Aircraft being sold pursuant to the Sale Option as of the Expiration Date, any Financing Party may submit a bid to the Lessee not later than five (5) Business Days prior to the applicable Expiration Date. Lessee shall bear its own expense and pay the reasonable expenses of Lessor and each Financing Party in connection with any such bidding and sale process pursuant to this Section 23.1 as well as all reasonable costs and expenses incurred by any party (including a buyer or potential buyer) to place any Aircraft in the condition required by Section 6. None of the foregoing costs or expenses shall be deducted from the Sale Proceeds or serve to reduce the purchase price to be paid for any Aircraft. After the Lessee shall have certified to Lessor all bids received, if all such bids received on an all cash basis are for less than the aggregate outstanding Lease Balance for the Aircraft being sold pursuant to the Sale Option as of the applicable Expiration Date, any
(i) Lessor shall transfer all of Lessor's right, title and interest in the Aircraft so sold, or cause such Aircraft to be transferred, to the bidder, if any, which shall have submitted the highest bid therefor at least twenty (20) Business Days (or in the case of a Financing Party, any Affiliate thereof or Person contacted by...
Sale Option Procedures. If Lessee elects the Sale Option, Lessee shall use its best commercial efforts to obtain the highest all cash purchase price for the Units. All costs related to such sale including, without limitation, the cost of sales agents, removal of the Units, delivery of documents to any location designated by a buyer within the continental United States, certification and testing of the Units in any reasonable location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts, configurations or repairs, or modifications consistent with the Units being used to store and/or transport liquids and gases, in each case, required by a buyer or prospective buyer shall be borne entirely by Lessee, without regard to whether such costs were incurred by Lessor, Lessee or any potentially qualified buyer, and shall in no event be paid from any of the Proceeds. Neither Lessor, Agent nor any Participant shall have any responsibility for procuring any purchaser. If, nevertheless, Lessor, Agent or any Participant undertakes any sales efforts, Lessee shall promptly reimburse such Person for any charges, costs and expenses incurred in such effort, including any allocated time charges, costs and expenses of internal counsel or other attorneys' fees. Upon a sale pursuant to the Sale Option, the Units shall be in the condition required by Section 5.3 and shall be free and clear of all Liens other than Certificate Trustee Liens. Any purchaser or purchasers of the Units shall not in any way be affiliated with Lessee or have any understanding or arrangement with Lessee regarding the future use of the Units. On the Termination Date, so long as no Lease Event of Default or Lease Default exists:
(i) Lessee shall transfer all of Lessee's right, title and interest in the Units or cause the Units to be so transferred to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (ii) subject to the simultaneous payment by Lessee of all amounts due under clause (iii) of this sentence, Lessor shall, without recourse or warranty, except as to the absence of Certificate Trustee Liens, transfer by quitclaim or otherwise release, as appropriate, Lessor's right, title and interest in and to the Units to such purchaser or purchasers; and (iii) Lessee shall simultaneously pay to Agent all of the amounts contemplated in Section 9.1(b).
Sale Option Procedures. 74 Section 15.5. Certain Obligations Continue.......................................................... 77 Section 15.6. Failure to Sell Items of Equipment.................................................... 77
Sale Option Procedures. 46 SECTION 20.2.
Sale Option Procedures. The Lessee’s effective exercise and consummation of the Sale Option with respect to the Subject Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Subject Property as of the dates set forth below.
(i) the Lessee shall have given to the Lessor and the Collateral Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1 and (ii) Lessee shall have obtained all authorizations, consents and approvals from any Governmental Authority and any Person (including, without limitation, the counterparties to the Related Agreements) required to be obtained to effectively consummate the Sale Option.
(b) No Event of Default (other than a Limited Recourse Event of Default), Default (other than a Limited Recourse Default), Significant Environmental Event, Significant Casualty or Significant Condemnation shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option.
Sale Option Procedures. 9 12.6 Reconveyance; Release of Lien of the Lessor........................11
Sale Option Procedures. 75 11.4 Appraisal................................................................75 11.5
Sale Option Procedures. If Lessee elects the Sale Option, Lessee shall use its best commercial efforts to obtain the highest all cash purchase price for the Equipment. All costs related to such sale and delivery, including the cost of sales agents, removal of the Equipment, delivery of documents and Equipment to any location designated by a buyer within the continental United States, certification, operation and testing of the Equipment in its final configuration in any location chosen by the buyer or prospective buyer, legal costs, costs of notices, any advertisement or other similar costs, or other information and of any parts,
(a) Lessee shall transfer all of Lessee's right, title and interest in the Equipment, or cause the Equipment to be so transferred, to such purchaser or purchasers, if any, in accordance with all of the terms of this Lease; (b) subject to the simultaneous payment by Lessee of all amounts due under CLAUSE (c) of this sentence, Trustee shall, without recourse or warranty, EXCEPT as to the absence of Lessor Liens, transfer by quitclaim Trustee's right, title and interest in and to the Equipment (including the warranties, covenants and representations of Vendors of such Equipment) to such purchaser or purchasers; and (c) Lessee shall simultaneously pay to Trustee all of the amounts contemplated in SECTION 11.1(c).
Sale Option Procedures. The Lessee’s effective exercise and consummation of the Sale Option with respect to the Subject Property shall be subject to the due and timely fulfillment of each of the following provisions as to the Subject Property as of the dates set forth below.
(i) the Lessee shall have given to the Lessor and the Collateral Agent written notice of the Lessee’s exercise of the Sale Option in accordance with Section 19.1 and (ii) Lessee shall have obtained all authorizations, consents and approvals from any Governmental Authority and any Person (including, without limitation, the counterparties to the Related Agreements and the CSC Sublease) required to be obtained to effectively consummate the Sale Option.
(b) No Event of Default (other than a Limited Recourse Event of Default), Default (other than a Limited Recourse Default), Significant Environmental Event, Significant Casualty or Significant Condemnation shall have occurred and be continuing on or at any time following the date of Lessee’s notice of exercise of the Sale Option.
Sale Option Procedures. Lessees' effective exercise and consummation of the Sale Option with respect to the Equipment shall be subject to the due and timely fulfillment of each of the following provisions as to the Equipment as of the dates set forth below:
(a) Agent Lessee shall have given to Lessor and the Participants written notice of Lessees' exercise of the Sale Option in accordance with Section 19.1.
(b) No Lease Event of Default or Lease Default shall be continuing on, nor shall any Lease Event of Default or Lease Default occur at any time following, the date of the exercise of the Sale Option (the period commencing on the date of Lessees' written notice to Lessor of Lessees' exercise of the Sale Option and ending on the last day of the Lease Term is referred to herein as the "Sale Option Period").
