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Exhibit 10.6
Lease No:____________________
Lease Date:__________________
Schedule No:_________________
Schedule Date:_______________
REPURCHASE AGREEMENT
THIS AGREEMENT, entered into this _______________ day of_________,
199__, by and between National Applied Technologies ("Seller") and Zions Credit
Corporation, a Utah Corporation ("Buyer").
WITNESSETH:
WHEREAS, Seller has concurrently herewith entered into a purchase
order agreement with Buyer for the Sale to Buyer of _______________
("Property"), which Buyer intends to lease to _______________ ("Lessee") under
a Lease ("Lease") between Buyer, as Lessor, and the named Lessee, and
WHEREAS, as further consideration inducing Buyer to acquire said
Property from Seller, the parties hereto have entered into the agreements
contained herein relating to the repurchase by Seller of the Property.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, and in consideration of the mutual covenants of
the parties hereto, it is agreed and promised as follows:
1. Should the Lessee default in the performance of any rental
payments or other obligation imposed upon it under the Lease and should such
default not be cured in the manner provided in said Lease, Seller hereby agrees
that on or before the expiration of ten (10) days following the receipt of a
written notice ("Ten-Day Notice") of Buyer's election to repossess said
property under the terms of the Lease, Seller shall repurchase from Buyer all
of the property without the necessity of Buyer pursuing any remedy it may have
against Lessee, or any other person obligated to Buyer in connection with the
Lease as a condition to Seller's obligations hereunder. Buyer agrees that it
will furnish Seller with a copy of final notice of default that it may give to
the Lessee concurrently with the giving of such notice.
2. The total purchase price ("Repurchase Price") payable by
Seller to Buyer upon the repurchase provided for in Paragraph 1 shall be
computed as follows:
(a) The Repurchase Price shall be a maximum of $______
until the Lessee makes the first monthly rental
payment due under the Lease.
(b) The Repurchase Price will be reduced to an amount
equal to the account payoff amount based on the Rule
of 78's interest calculation plus any other amounts
under the lease for each monthly rental payment made
by Lessee under the Lease.
(c) All property shall be subject to this repurchase
obligation.
3. Seller shall pay the full amount of the Repurchase Price to
Buyer in cash, by certified funds, or cashier's check on or prior to the
expiration of the Ten-Day Notice period provided for in Paragraph 1. Seller's
obligations hereunder shall be absolute, regardless of the condition of the
Property at the xxxx Xxxxxx is called upon to repurchase the same.
4. Upon payment of the Repurchase Price as provided for in
Paragraph 3, Buyer shall deliver to Seller a Xxxx of Sale covering the
property. Said Xxxx of Sale shall contain a warranty that Buyer has, as of the
date thereof, good and sufficient title to all of the Property free and clear
of all liens or encumbrances.
5. Promptly upon the receipt of the Xxxx of Sale, Seller shall,
at its own expense, remove the Property from the premises where the Lessee has
located or left the same and Buyer shall not be responsible for any failure on
the part of Lessee to surrender possession thereof to Seller or for any
expenses incurred by Seller in repossessing the same. It shall be the sole
responsibility of Seller to locate, repossess, and remove the Property from its
then location and Buyer shall not be liable to Seller for any damage to the
Property, regardless of cause, and whether or not occurring before or after the
default of Lessee under the Lease. Buyer makes no warranty or representations
of any kind regarding the Property. The Property is sold "as is" and "where is".
6. If within ninety (90) days after the completion of the
repurchase contemplated hereby in accordance with the terms hereof, Buyer does
not commence an action against the Lessee for any rentals or damages then due
to Buyer as a result of the Lessee's default under the Lease if requested by
Seller, Buyer will assign to Seller all of its right, title and interest in,
and to any claim it may have against the Lessee for such rentals or damages.
Such assignment shall be deemed to be additional consideration for the monies
paid by Seller to Buyer hereunder.
7. Any notice required to be given hereunder shall be sent by
United States mail, postage prepaid, to Seller at 000 Xxxxx 000 Xxxx Xxxx, Xxxx
00000, and Buyer at Zions Credit Corporation, X.X. Xxx 0000, Xxxx Xxxx Xxxx,
Xxxx 00000-0000 or at such other address as either party may specify by
written notice to the other.
8. In the event suit is instituted by Buyer against Seller to
enforce any of the terms and conditions hereof, Seller agrees that, in the
event Buyer is successful in any such action, to pay all Buyer's costs and
expenses incurred in connection therewith, including reasonable attorney's
fees.
IN WITNESS WHEREOF, this instrument has been executed the day and year
first above written.
National Applied Computer Technologies
_________________________________________
Seller
_________________________ By:______________________________________
Witness
Title:___________________________________
ZIONS CREDIT CORPORATION
_________________________________________
Buyer
By:______________________________________
Title:
___________________________________
I, ________________________________________________, Secretary of
National Applied Computer Technologies, having custody of the corporate records
of said corporation and of the minutes of its Board of Directors, do hereby
certify that at a duly called and held meeting of the Board of Directors of
National Applied Computer Technologies held on the ___ day of _______________,
19__, a quorum being present, the foregoing agreement was duly submitted to and
approved by said Board of Directors, and that said Board of Directors thereupon
authorized and directed the President and Secretary of said Corporation to
execute and deliver said agreement as the valid and binding obligation of
National Applied Computer Technologies for and on its behalf, and that the
resolution of said Board of Directors so providing is still in full force and
effect and has not been revoked.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of National Applied Computer Technologies this ___ day
of_____________, 19_____.
National Applied Computer Technologies
_________________________________________
Corporate Name
_________________________________________
Secretary
