Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its Purchase Option or Expiration Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30, Lessee shall, upon the expiration or earlier termination of the Term with respect to each Unit, surrender and transfer such Unit to Lessor, at Lessee's own expense, free and clear of all Liens other than the following items set forth under the definition of Permitted Exceptions: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transfer) and (vi), in as good condition as they were on the Lease Commencement Date with respect to each Unit, ordinary wear and tear excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 (and in any event without (x) any asbestos installed or maintained in any part of such Equipment, (y) any polychlorinated byphenyls (PCBs) in, on or used with respect to such Equipment, and (z) any other Hazardous Substances). Unless Lessee has exercised the Purchase Option or the Expiration Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days prior to the expiration or earlier termination of the Term with respect to each Unit, each of the following: (i) a Lien search showing (A) no Liens other than the type set forth as clauses (A) and (B) in the first sentence of this Section 10.2(a) and (B) the Security Agreement as creating a valid and perfected first security interest in the Equipment; (ii) an assignment of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the renovation, development, use, maintenance or operation of the Equipment (including all warranty, performance, service and indemnity provisions); (iii) an assignment of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the operation and use of the Equipment; and (iv) copies of all books and records, with respect to the renovation, maintenance, repair, operation or use of the Equipment. Lessee shall cooperate with any independent purchaser of the Equipment in order to facilitate the ownership and operation by such purchaser of the Equipment after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Equipment and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) shall survive the expiration or termination of this Lease.
Appears in 2 contracts
Samples: Lease (Hanover Compressor Co /), Hanover Compressor Co /
Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its ------------------- Purchase Option or Expiration Maturity Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30Option, Lessee shall, upon the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, surrender and transfer such Unit Equipment to Lessor, at Lessee's own expense, free and clear of all Liens other than (A) the following items set forth under the definition of Permitted ExceptionsLiens: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transfervii) and (vi)viii) and (B) Lessor Liens, in as good condition as they were on the Lease Commencement Equipment Closing Date with respect to each Unitpiece of Equipment, ordinary wear and tear excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 (and in any event without (x) any asbestos installed or maintained in any part of such Equipment, (y) any polychlorinated byphenyls (PCBs) in, on or used with respect to such Equipment, and (z) any other Hazardous Substances). Unless Lessee has exercised the Purchase Option or the Expiration Maturity Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days prior to the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, each of the following: (i) a Lien search showing (A) no Liens other than the type set forth as clauses (A) and (B) in the first sentence of this Section 10.2(a) and (B) the Security Agreement as creating a valid and perfected first security interest in the Equipment; (ii) an environmental assessment for the Equipment satisfying the requirements set forth in Section 10.4 below; (iii) an assignment of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the renovation, development, use, maintenance or operation of the Equipment (including all warranty, performance, service and indemnity provisions); (iiiiv) an assignment of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the operation and use of the Equipment; and (ivv) copies of all books and records, with respect to the renovation, maintenance, repair, operation or use of the Equipment. Lessee shall cooperate with any independent purchaser of the Equipment in order to facilitate the ownership and operation by such purchaser of the Equipment after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Equipment and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) shall survive the expiration or termination of this Lease.
Appears in 1 contract
Samples: Hanover Compressor Co /
Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its Purchase Option or Expiration Maturity Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30Option, Lessee shall, upon the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, surrender and transfer such Unit Equipment to Lessor, at Lessee's own expense, free and clear of all Liens other than (A) the following items set forth under the definition of Permitted ExceptionsLiens: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transferviii) and (vi)ix) and (B) Lessor Liens, in as good condition as they were on the Lease Commencement Equipment Closing Date with respect to each Unitpiece of Equipment, ordinary wear and tear excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 (and in any event without (x) any asbestos installed or maintained in any part of such Equipment, (y) any polychlorinated byphenyls (PCBs) in, on or used with respect to such Equipment, and (z) any other Hazardous Substances). Unless Lessee has exercised the Purchase Option or the Expiration Maturity Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days prior to the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, each of the following: (i) a Lien search showing (A) no Liens other than the type set forth as clauses (A) and (B) in the first sentence of this Section 10.2(a) and (B) the Security Agreement as creating a valid and perfected first security interest in the Equipment; (ii) an environmental assessment for the Equipment satisfying the requirements set forth in Section 10.4 below; (iii) an assignment of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the renovation, development, use, maintenance or operation of the Equipment (including all warranty, performance, service and indemnity provisions); (iiiiv) an assignment of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the operation and use of the Equipment; and (ivv) copies of all books and records, with respect to the renovation, maintenance, repair, operation or use of the Equipment. Lessee shall cooperate with any independent purchaser of the Equipment in order to facilitate the ownership and operation by such purchaser of the Equipment after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Equipment and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) shall survive the expiration or termination of this Lease.
Appears in 1 contract
Samples: Lease (Hanover Compression Inc)
Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its Purchase Option or Expiration Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30, Lessee shall, upon the expiration or ------------------- earlier termination of the Term with respect to each Unitthe Property, vacate, surrender and transfer such Unit the Property to Lessor, at Lessee's own expense, free and clear of all Liens other than the following items set forth under the definition of Permitted Exceptions: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transfer) Liens and (vi)Lessor Liens, in as good condition as they were on the Lease Commencement Date with respect to each UnitCompletion Date, ordinary wear and tear excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 Lease (and in any event without (x) any asbestos installed or maintained in any part of such Equipmentthe Property, (y) any polychlorinated byphenyls biphenyls (PCBs) in, on or used with respect to such Equipmentused, stored or located at the Property, and (z) any other Hazardous SubstancesSubstances in violation of any Environmental Laws). Unless Lessee has exercised the Purchase Option or the Expiration Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days days prior to the expiration or earlier termination of the Term with respect to each Unitthe Property, each of the following: (i) a Lien search an endorsement to the title policy issued for the Property showing (A) record title of the Lessor in the leasehold or fee estate, as the case may be, subject to no Liens other than the type set forth as Permitted Liens described in clauses (Ai) and (Bviii) of the definition of Permitted Liens, Liens described in clause (ii) of the first sentence definition of this Section 10.2(a) Permitted Exceptions, and Lessor Liens and (B) the Security Agreement Mortgage as creating a valid and perfected first security interest in the Equipmentlien; (ii) an environmental assessment for the Property satisfying the requirements set forth in Section 10.4 below; (iii) an assignment (to the extent assignable) of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the construction, renovation, development, use, maintenance or operation of the Equipment Property (including all warranty, performance, service and indemnity provisions); (iiiiv) copies of all Plans and Specifications relating to the design, construction, renovation or development of the Property; (v) an assignment (to the extent assignable) of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the construction, operation and use of the EquipmentProperty; and (ivvi) copies of all non-proprietary books and recordsrecords kept by or for Lessee in the ordinary course of operating and maintaining the Property, and in the event that Completion shall not have occurred, or the applicable Modification, renovation or repair shall have not been properly completed or the applicable Modification, renovation or repair has been completed, all Budgets and construction schedules, with respect to the construction, renovation, maintenance, repair, generic operation or use (as opposed to Lessee's particular business operations) of the EquipmentProperty; (vii) in the event that Completion shall not have occurred, (x) evidence satisfactory to Lessor that all building materials purchased or contracted for purchase which have not been incorporated into the Improvements at the Property are (A) owned by Lessor free from any Liens other than Permitted Liens and Lessor Liens, (B) secured, segregated and identifiable (and if stored off-site, the location of such place of storage) and (C) to the extent title to such materials has transferred to Lessee, insured under policies in amounts and by insurers reasonably satisfactory to Lessor; (y) evidence satisfactory to Lessor that adequate provision has been made for the protection of materials stored on-site and for the protection of the Improvements, to the extent then constructed, against deterioration and against other loss or damage or theft, and (z) an agreement, in form and substance reasonably satisfactory to Lessor, from all material contractors, construction managers, architects, engineers and other designee professionals that each will continue to perform under their respective contracts for the benefit of Lessor or its assignee; and (viii) an estoppel certificate in form and substance reasonably acceptable to Lessor from the ground lessor of the Ground Lease regarding factual matters relating to the Ground Lease. Lessee shall cooperate with any independent purchaser of the Equipment Property in order to facilitate the ownership and operation maintenance of the Property by such purchaser of the Equipment Property after such expiration or earlier termination of the Term, including providing all non-proprietary books, reports and records regarding the maintenance, repair and ownership of the Equipment Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion (or renewal and restoration of the Improvements following such removal) of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) 10.2 shall survive the expiration or termination of this Lease.
Appears in 1 contract
Samples: Lease (Immunex Corp /De/)
Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its Purchase Option or Expiration Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30, Lessee shall, upon the expiration or earlier termination of the Term with respect to each UnitTerm, vacate, surrender and transfer such Unit the Property to Lessor, at Lessee's own expense, free and clear of all Liens other than Permitted Liens described in clauses (i), (v), (viii) and (ix) of the following items set forth under definition of Permitted Liens, Liens described in clause (ii) of the definition of Permitted Exceptions: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transfer) and (vi)Lessor Liens, in as good condition as they were on the Lease Commencement Date with respect to each Unitcondition, ordinary wear and tear and Modifications permitted hereunder excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 Lease (and in any event without (x) any asbestos or asbestos containing materials installed or maintained in any part of such Equipmentthe Property, (y) any polychlorinated byphenyls biphenyls (PCBs) in, on or used with respect to such Equipmentused, stored or located at the Property, and (z) any other Hazardous SubstancesSubstances in violation of any Environmental Laws). Unless Lessee has previously irrevocably exercised the Purchase Option or the Expiration Maturity Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days days prior to the expiration or earlier termination of the Term with respect to each UnitTerm, each of the following: (i) a Lien search an endorsement to the title policy issued for the Property Interest showing (A) record title of the Lessor in the Property Interest subject to no Liens other than the type set forth as Permitted Liens described in clauses (Ai), (v), (viii) and (Bix) of the definition of Permitted Liens, Liens described in clause (ii) of the first sentence definition of this Section 10.2(a) Permitted Exceptions, and Lessor Liens and (B) the Security Agreement Mortgage as creating a valid and perfected first security interest in the Equipmentlien; (ii) an environmental assessment for the Property satisfying the requirements set forth in Section 10.4 below; (iii) an assignment (to the extent assignable) of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the construction, operation, renovation, development, use, maintenance or operation of the Equipment Property (including all warranty, performance, service and indemnity provisions) but only to the extent attributable to the Property (it being understood Lessee shall retain its right, title and interest in each such agreement to the extent attributable to the remainder of the Subdivision); (iiiiv) an assignment of all of the Lessee's right, title and interest in and to any subleases of the Property; (v) copies of all plans and specifications (other than proprietary information) relating to the design, construction, renovation or development of the Property; (vi) an assignment (to the extent assignable) of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the construction, operation and use of the EquipmentProperty (but only to the extent attributable to the Property); and (ivvii) copies of all books books, records, budgets and recordsconstruction schedules (other than proprietary information of Lessee), with respect to the construction, renovation, maintenance, repair, operation or use of the EquipmentProperty (but only to the extent attributable to the Property); (viii) a customary estoppel certificate in form and substance reasonably acceptable to Lessor from the Condominium Board, and (ix) evidence satisfactory to the Lessor that the costs incident to any Permitted Contest engaged in pursuant to Section 13.1 hereof have been paid and satisfied in full. Lessee shall cooperate both before and after the Term with any independent purchaser of the Equipment Property in order to facilitate the ownership ownership, operation and operation maintenance of the Property by such purchaser of the Equipment Property after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Equipment Property and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment Property and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion (or removal and restoration of the Improvements following such removal) of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) 10.2 shall survive the expiration or termination of this Lease.
Appears in 1 contract
Samples: Lease (Genentech Inc)
Return Requirements. (a) Unless Lessee shall have sold such Equipment pursuant to Section 21 or exercised its Purchase Option or Expiration Maturity Date Purchase Option or exercised its right of substitution with respect thereto pursuant to Section 30Option, Lessee shall, upon the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, surrender and transfer such Unit Equipment to Lessor, at Lessee's own expense, free and clear of all Liens other than (A) the following items set forth under the definition of Permitted ExceptionsLiens: (i), (ii), (iv), (v) (provided that Lessee shall pay to Lessor, on or before such transfer, any portion of such Taxes referred to in clause (v) to the extent relating to a period prior to the date of such transferviii) and (vi)ix) and (B) Lessor Liens, in as good condition as they were on the Lease Commencement Equipment Closing Date with respect to each Unitpiece of Equipment, ordinary wear and tear excepted, and in compliance with all Legal Requirements (including all Environmental Laws) and the other requirements of this Lease, including, without limitation, Section 10.1 (and in any event without (x) any asbestos installed or maintained in any part of such Equipment, (y) any polychlorinated byphenyls by phenyls (PCBs) in, on or used with respect to such Equipment, and (z) any other Hazardous Substances). Unless Lessee has exercised the Purchase Option or the Expiration Maturity Date Purchase Option, Lessee shall provide, or cause to be provided or accomplished, at the sole cost and expense of Lessee, to or for the benefit of Lessor or a purchaser, at least thirty (30) Business Days prior to the expiration or earlier termination of the Term with respect to each Unitpiece of Equipment, each of the following: (i) a Lien search showing (A) no Liens other than the type set forth as clauses (A) and (B) in the first sentence of this Section 10.2(a) and (B) the Security Agreement as creating a valid and perfected first security interest in the Equipment; (ii) an environmental assessment for the Equipment satisfying the requirements set forth in Section 10.4 below; (iii) an assignment of all of the Lessee's right, title and interest in and to each agreement executed by Lessee in connection with the renovation, development, use, maintenance or operation of the Equipment (including all warranty, performance, service and indemnity provisions); (iiiiv) an assignment of all permits, licenses, approvals and other authorizations from all Governmental Authorities in connection with the operation and use of the Equipment; and (ivv) copies of all books and records, with respect to the renovation, maintenance, repair, operation or use of the Equipment. Lessee shall cooperate with any independent purchaser of the Equipment in order to facilitate the ownership and operation by such purchaser of the Equipment after such expiration or earlier termination of the Term, including providing all books, reports and records regarding the maintenance, repair and ownership of the Equipment and all data and technical information relating thereto, granting or assigning all licenses necessary for the operation and maintenance of the Equipment and cooperating in seeking and obtaining all necessary licenses, permits and approvals of Governmental Authorities. Lessee shall have also paid the total cost for the completion of all Modifications whether or not commenced prior to such expiration or earlier termination of the Term if such Modifications are required to be completed within six months after the expiration or earlier termination of the Term. The obligation of Lessee under this Section 10.2(a) shall survive the expiration or termination of this Lease.
Appears in 1 contract
