CELTIC PURCHASE/LEASEBACK AGREEMENT and XXXX OF SALE
Re: Lease No. CML-0572-A/ Schedule No. 01
CELTIC LEASING CORP. - Lessor/Purchaser
0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
x Xxxxxx, Xxxxxxxxxx 00000
o (000) 000-0000
o Fax (000) 000-0000
Lessee/Seller: AMERICAN MEDICAL ALERT CORPORATION
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Corporate Address: 0000 XXXXXX XXXXXXXXX, XXXXXXXXX XX 00000
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Contact: XXXXX X. XXXXXX Title: CHIEF FINANCIAL OFFICER Phone No.000-000-0000
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Equipment Location: SAME
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This Agreement is to acknowledge that it has been the intent of the above named
Lessee/Seller (herein referred to as "Lessee" or as "Seller") at all times since
prior to delivery of the below listed equipment (the "Equipment") to lease said
Equipment. However, out of convenience, the Equipment was billed to and paid for
by Lessee. Therefore, Seller agrees to sell and Celtic Leasing Corp. (herein
referred to as "Lessor" or as "Purchaser") agrees to purchase the following
Equipment which is subject to the above referenced lease and schedule (the
"Lease") by and between Seller and Purchaser as Lessee and Lessor, respectively:
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Equipment:
ITEM QTY DESCRIPTION PRICE
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VENDOR: VARIOUS (SEE ATTACHED)/ AMERICAN MEDICAL ALERT CORPORATION
1.15 Various Miscellaneous computer equipment including personal
computers, software, related hardware and accessories and
attachments thereto, the vendors and costs of which are set forth
in the attached twelve page summary.
$ 128,719.35
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Note: The items described above represents Equipment Items 1. to 15.
to said Lease.
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Purchaser shall pay to Seller the aggregate price listed above on the closing
date. The closing date is expected to occur on or about FEBRUARY 06, 1998.
Seller represents and warrants that it has good and merchantable title to the
Equipment free and clear of all adverse liens and encumbrances and Seller
covenants and agrees to defend same against any and all adverse claims and
demands. Lessee further represents and warrants that it elected to remit up
front all applicable sales and use tax with respect to its initial purchase fro
convenience and planned subsequent purchase/leaseback of the Equipment and has
thus remitted same to the applicable Equipment vendor(s) and/or directly to the
appropriate sales and use tax authorities and also represents and warrants that
no further sales and/or use tax will be due pursuant to this Purchase Agreement
or said Lease. However, should any appropriate sales and or use tax authority
make a sales tax assessment at any time relating to this Purchase Agreement or
said Lease, then Lessee agrees to assume all liability for any such assessment,
including penalties and interest, if any, and agrees at its own cost and expense
to indemnify lessor.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Seller
hereby sells, transfers, grants bargains, sets over, assigns, delivers and
conveys all of its right, title and interest in and to the Equipment (except for
those rights and interests granted under said Lease) to Purchaser.
LESSEE/SELLER LESSOR/PURCHASER
American Medical Alert Corporation Celtic Leasing Corp.
Signature:/S/ XXXXX X. XXXXXX Signature:/S/ XXXX X. XXXXX
Name: XXXXX X. XXXXXX Name:XXXX X. XXXXX
Title:CHIEF FINANCIAL OFFICER Date:1/18/98 Title:VICE PRESIDENT Date:01/13/98
