Lease Characterization Clause Samples

Lease Characterization. A. Lessor and Lessee intend that: (i) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the Property. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ and Lessee covenant and agree that they will not assert that this Lease is anything but a true lease. Lessor and ▇▇▇▇▇▇ each stipulate and agree not to challenge the validity, enforceability or characterization of the lease of the Property as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor and ▇▇▇▇▇▇ each shall support the intent of the parties that the lease of the Property pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and ▇▇▇▇▇▇ on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Property. E. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a m...

Lease Characterization. Lessor and Lessee intend that (a) this Lease is a “true lease” for federal and state income tax purposes, is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (b) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee.

Lease Characterization. Landlord and Tenant acknowledge and agree that (i) Landlord owns, or leases from a Lessor, each of the Premises (and all additions or alterations to such Premises), (ii) this Lease is a lease or a sublease of each of the Premises, (iii) Landlord shall be treated as the owner or lessee of each of the Premises for all purposes, including, without limitation, federal and state tax purposes and (iv) Landlord and Tenant shall report their income and deductions in accordance with such federal and state tax characterization. Landlord and Tenant (i) acknowledge that Section 467 of the Internal Revenue Code of 1986, as amended, applies to this Lease and (ii) agree that during the initial Term of this Lease they shall, for federal income tax purposes only, apply the Base Rent paid by Tenant hereunder in accordance the Section 467 Agreement dated August 14, 2001, between Landlord and Tenant, as the same may be amended, supplemented, restated or replaced from time to time.

Lease Characterization. Nothing contained in any Amendment ---------------------- Document shall constitute a change of character of the Master Lease into any other type of transaction. Lessee hereby waives any right to assert in any proceeding or litigation that any lease described in the Master Lease is a conditional or disguised sale, a secured transaction covered under Article or Section 9 of the Uniform Commercial Code, or any form of transaction other than a true lease.

Lease Characterization. The parties agree that the lease of the ----------------------- Satellite by the Lessor to the Lessee shall be characterized for purposes of all applicable law as an operating lease. Notwithstanding any provisions expressed in or implied by this Lease, property in and title to the Satellite shall at no time pass to the Lessee and the Satellite shall at all times remain the property of the Lessor. The Lessee shall take all actions and execute all documents as may reasonably be requested by the Lessor to implement the intention of this Section 13.14. ~~ end of page ~~ [signatures appear on next page]

Lease Characterization. Exhibits Exhibit A: Certain Defined Terms Exhibit B: Form of Certificate of Lessee [and Guarantor] Exhibit C: Form of Guarantee Exhibit D: Choice of Law Agreement Schedule 1.3 Wire Transfer Instructions of the Lessor Schedule 2.1 Satellite Relocation, Acceptance and Test Plan Schedule 2.3 Lessee's TT&C Facilities and Services Schedule 3.8 Reporting Schedule Schedule 3.12 Officers and Directors Placing Securities in Escrow Schedule 5.1 and 5.2 Government Approvals and Consents to Relocate the Satellite and Consummate the Lease Transactions Schedule 10.1 AMSC Consents Schedule 10.2 AMSC Parent Consents Schedule 12.1(d) Lessee Consents Schedule 12.1(e) Founders and Their Ownership Interests SATELLITE LEASE AGREEMENT This SATELLITE LEASE AGREEMENT ("Lease") is made as of the 2nd day of December, 1997, by and among AMSC Subsidiary Corporation, a corporation incorporated under the laws of Delaware, with offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("AMSC" or "Lessor"); American Mobile Satellite Corporation, a Delaware corporation ("AMSC Parent"); and African Continental Telecommunications Ltd., a Gibraltar company ("Lessee"). Capitalized terms used in this Lease and not defined elsewhere in this Lease shall have the meanings set forth in Exhibit A. ---------

Lease Characterization 

Lease Characterization