Exhibit 10(r)(i)
[CELTIC]
PURCHASE/LEASEBACK AGREEMENT AND XXXX OF SALE
RE: Lease No. CML-0572-A / Schedule No. 03
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 CORP.
Corporate Address: 0000 Xxxxxx Xxxx., Xxxxxxxxx, XX 00000
Contact: Xxxxx X. Xxxxxx Title: Chief Financial OfficerPhone No.: 000-000-0000
Equipment Location: Same
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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1. Various Miscellaneous computer equipment, the vendors and cost of
which are set forth in the attached three page summary. $250,000.00
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NOTE: The item(s) described above represent(s) Equipment Item(s) 1. 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 July 22, 1999. 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 for 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 for 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 fax 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
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AMERICAN MEDICAL ALERT CORP. CELTIC LEASING CORP.
Signature: /s/ Xxxxx X. Xxxxxx Signature: /s/ Xxxx X. Xxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxx
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Title: Chief Financial Officer Title: Vice President
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Date: 2/13/99 Date: 7/13/99
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