ACQUISITION OF LEASE ASSETS Sample Clauses

ACQUISITION OF LEASE ASSETS. Section 2.01
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ACQUISITION OF LEASE ASSETS. 4 2.01 Authorization and Issuance of Common Stock by LFC VI................. 4 2.02
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ACQUISITION OF LEASE ASSETS. 2.01 Authorization and Issuance of Common Stock by LFC VI. Subject to all the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants set forth herein, as of the Closing Date LFC VI hereby issues to LFG the Common Stock. Such Common Stock shall be issued in the name of, and delivered directly to, LFG and LFG hereby agrees to obtain directly from LFC VI such Common Stock, all in accordance with the terms of this Agreement.
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ACQUISITION OF LEASE ASSETS. . . 4 Section 2.01 Authorization and Issuance of Common Stock by the Transferor . . . . . . . . . . . . . . . . 4 Section 2.02 Lease Asset Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.03 Assumption of Indebtedness by the Transferor; Payment of Removal Price . . . . . . . . . . . 4 Section 2.04 Delivery of Lease Contracts; Filing of Financing Statements . . . . . . . . . . . . . . . . . 4 Section 2.05 Servicing of Lease Contracts and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.06 Review of Lease Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.07 Nature of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
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ACQUISITION OF LEASE ASSETS. 4 Section 2.01 Authorization and Issuance of Common Stock by the Transferor 4 Section 2.02 Lease Asset Acquisitions 4 Section 2.03 Assumption of Indebtedness by the Transferor; Payment of Removal Price 4 Section 2.04 Delivery of Lease Contracts; Filing of Financing Statements 4 Section 2.05 Servicing of Lease Contracts and Equipment 5 Section 2.06 Review of Lease Contracts 5 Section 2.07 Nature of Transfer 5
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ACQUISITION OF LEASE ASSETS. 4 Section 2.01. Authorization and Issuance of Common Stock by the Issuer 4 Section 2.02. Lease Acquisition 4 Section 2.03. Assumption of Indebtedness by the Issuer 4 Section 2.04. Delivery of Lease Contracts; Filing of Financing Statements 4 Section 2.05. Servicing of Lease Contracts and Equipment 5 Section 2.06. Review of Lease Contracts 5 Article 3 Representations and Warranties 5 Section 3.01. Representations and Warranties of the Contributor 5 Section 3.02. Representations and Warranties of the Issuer 14 Section 3.03. Purchase or Substitution Required upon Breach of Certain Representations and Warranties 15 Section 3.04. Requirements for Purchase or Substitution of Lease Contracts 16 Article 4 Covenants 17 Section 4.01. Contributor Covenants 17 Section 4.02. Issuer Covenants 21 Section 4.03. Assignment of Lease Assets 22 Article 5 Conditions Precedent 22 Section 5.01. Conditions to the Issuer's Obligations 22 Section 5.02. Conditions to the Contributor's Obligations 23 Section 5.03. Conditions to the Issuer's Subsequent Obligations 24 Section 5.04. Conditions to the Contributor's Subsequent Obligations 25 Article 6 Term and Termination 25 Section 6.01. Term 25 Section 6.02. Default by the Contributor 25 Article 7 Miscellaneous 26 Section 7.01. Amendments 26 Section 7.02. Governing Law 26 Section 7.03. Notices 26 Section 7.04. Separability Clause 26 Section 7.05. Assignment 26 Section 7.06. Further Assurances 26 Section 7.07. No Waivers; Cumulative Remedies 27 Section 7.08. Binding Effect; Third Party Beneficiaries 27 Section 7.09. Set-Off 27 Section 7.10. Counterparts 27 Annex A -- Form of Supplemental for Substitute Lease Contracts Schedule I -- Supplemental Lease Schedule for Substitute Lease Contracts Exhibit A -- Form of Lease Contract Exhibit B -- Form of Lease Asset Assignment and Assumption Agreement Schedule I -- Lease Schedule Schedule II -- Schedule of Existing Indebtedness Exhibit C -- Form of Subsequent Lease Asset Assignment and Assumption Agreement Schedule I -- Lease Schedule Schedule II -- Schedule of Existing Indebtedness This Contribution Agreement, dated as of November 1, 1996 (this "Agreement"), is entered into by and between Sunrise Leasing Corporation, a Minnesota corporation (herein, together with its permitted successors and assigns, the "Contributor"), and Sunrise Funding Corporation I, a Minnesota corporation (herein, together with its permitted successors and assigns, the "Issuer").
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Related to ACQUISITION OF LEASE ASSETS

  • Condition of Leased Property Tenant acknowledges receipt and delivery of possession of the Leased Property and Tenant accepts the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages and deeds of trust existing prior to the Commencement Date or permitted by the terms of this Agreement, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in interest or insurer for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation.

  • Merger Sale Conveyance and Lease Section 10.01. Issuer May Consolidate on Certain Terms 44 Section 10.02. Issuer Successor to Be Substituted 44 Section 10.03. Guarantor May Consolidate on Certain Terms 44 Section 10.04. Guarantor Successor to Be Substituted 45 Section 10.05. Assumption by Guarantor 45

  • Condition of Leased Premises Tenant hereby acknowledges that Xxxxxx has examined the leased premises prior to the signing of this Lease, or knowingly waived said examination. Tenant acknowledges that Tenant has not relied on any representations made by Landlord or Landlord’s agents regarding the condition of the leased premises and that Tenant takes premises in its AS-IS condition with no express or implied warranties or representations beyond those contained herein or required by applicable Georgia law. Xxxxxx agrees not to damage the premises through any act or omission, and to be responsible for any damages sustained through the acts or omissions of Tenant, Xxxxxx’s family or Xxxxxx’s invitees, licensees, and/or guests. If such damages are incurred, Tenant is required to pay for any resulting repairs at the same time and in addition to the next month’s rent payment, with consequences for non-payment identical to those for non- payment of rent described herein. At the expiration or termination of the Lease, Tenant shall return the leased premises in as good condition as when taken by Tenant at the commencement of the lease, with only normal wear-and-tear excepted. Modification Of This Lease Any modification of this lease shall not be binding upon Landlord unless in writing and signed by Landlord or Landlord’s authorized agent. No oral representation shall be effective to modify this Lease. If, as per the terms of this paragraph, any provision of this lease is newly added, modified, or stricken out, the remainder of this Lease shall remain in full force and effect.

  • Construction of Lease This Lease has been prepared by Landlord and its professional advisors and reviewed by Tenant and its professional advisors. Landlord, Tenant, and their advisors believe that this Lease is the product of all their efforts, that it expresses their agreement, and agree that it shall not be interpreted in favor of either Landlord or Tenant or against either Landlord or Tenant merely because of their efforts in preparing it.

  • Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a).

  • Execution of Lease This Lease may be executed in counterparts and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument. Landlord's delivery of this Lease to Tenant shall not be deemed to be an offer to lease and shall not be binding upon either party until executed and delivered by both parties.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Merger, Sale, Conveyance or Lease In case of (a) any share exchange, merger or similar transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation) or (b) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company’s successor shall be delivered to the holders of the Warrants, so that such successor shall succeed to and be substituted for the Company, and assume all the Company’s obligations under, this Agreement and the Warrants. The Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Debt Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.

  • Subordination of Lease This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

  • Intangible Property (i) Section 5.1(o) of the Disclosure Statement sets forth a list of each patent, trademark, trade name, service xxxx, brand xxxx, brand name, industrial design and copyright owned or used in business by the Company and the Subsidiary, as well as all registrations thereof and pending applications therefor, and each license or other contract relating thereto (collectively with any other intellectual property owned or used in the business by the Company and the Subsidiary, and all of the goodwill associated therewith, the "Intangible Property") and indicates, with respect to each item of Intangible Property listed thereon, the owner thereof and if applicable, the name of the licensor and licensee thereof and the terms of such license or other contract relating thereto. Except as set forth in Section 5.1(n) or (o) of the Disclosure Schedule or the Company SEC Reports, each of the foregoing is owned free and clear of any and all liens, mortgages, pledges, security interests, levies, charges, options or any other encumbrances, restrictions or limitations of any kind whatsoever and neither the Company nor the Subsidiary has received any notice to the effect that any other entity has any claim of ownership with respect thereto. To the best knowledge of the Company, the use of the foregoing by the Company and the Subsidiary does not conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, patent, trademark, trade name, service xxxx, brand xxxx, brand name, computer program, industrial design, copyright or any pending application therefor of any other entity. Except as set forth in Section 5.1(o) of the Disclosure Schedule, no claims have been made, and neither the Company nor the Subsidiary has received any notice that any of the foregoing is invalid, conflicts with the asserted rights of other entities, or has not been used or enforced (or has failed to be used or enforced) in a manner that would result in the abandonment, cancellation or unenforceability of any item of the Intangible Property.

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