Vehicle Leases Clause Samples

Vehicle Leases a. Buyer agrees to buy out, at its sole cost and expense, the leases listed on Schedule no later than sixty (60) days from the Closing Date for an amount not to exceed $1,800,000. Until such time as the Buyer has purchased the lease pertaining to specific vehicles, Buyer may operate the vehicles in the ordinary course of business, but shall remove them from the Locations. b. Covenants with respect to the Leases. At all times that Seller is a guarantor or otherwise remains potentially liable in any manner with respect to any motor vehicle lease (each, a "Lease") set forth on Exhibit 3.1 (i) Buyer shall faithfully abide by, perform and discharge, at its sole cost and expense, each and every obligation, covenant and agreement under such Lease prior to the expiration of any applicable grace or cure period and Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all loss, cost, expense (including reasonable attorneys' fees), damage and liability incurred by Seller as a result of claims brought against Seller with respect to the performance of all of the terms, covenants and conditions of such Lease to be performed from and after the Closing Date; (ii) Buyer shall not modify, amend or alter the terms or provisions of such Lease, and otherwise shall not take any action that could, in either case, reasonably be expected to increase the aggregate liability of Buyer or Seller thereunder; (iii) Buyer shall not (A) sell, encumber, assign, transfer or otherwise dispose of such Lease, the motor vehicles in respect thereof (in respect of any such Lease, the "Leased Motor Vehicle") or Buyer's interest therein, whether effected voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, or (B) consent to or enter into any contract, agreement or arrangement to take any action prohibited by clause (A) above; and (iv) Buyer shall faithfully maintain any and all insurance requirements set forth by the Lessor of the Leased Motor Vehicles. If Buyer shall fail to perform any covenant contained in any Lease, (i) Seller may (but shall have no obligation to) make advances to perform the same on Buyer's behalf, and all sums so advanced shall be repaid by Buyer immediately upon the demand of Seller, (ii) Buyer shall transfer such Lease and surrender possession of the related Leased Motor Vehicle to Seller immediately upon the demand of Seller and (iii) Seller shall be authorized, absent voluntary surrender by Buyer, to assume t...

Vehicle Leases. The Seller at its own expense shall transfer leases for each vehicle currently used by a Company Subsidiary and not leased directly by such Company Subsidiary to such respective Company Subsidiary. The Buyer shall use its commercially reasonable efforts to obtain all credit approvals that are necessary in connection with the assignment of any vehicle leases. To the extent any such lease cannot be transferred by its terms, the Seller at its own expense shall purchase such vehicle and lease such vehicle to the applicable Company Subsidiary on terms that are identical to the original lease.

Vehicle Leases. At or prior to Closing, (a) Parent and the Purchaser shall (i) cause each Leased Vehicle to be purchased from the respective lessor of such Leased Vehicle by the Purchaser or one of its Affiliates and (ii) cause each such lessor to release the Seller and its Affiliates, in form and substance reasonably satisfactory to the Seller, from all obligations with respect to the Leased Vehicles and (b) the Seller shall cooperate and use reasonable efforts to assist Parent and the Purchaser in purchasing such Leased Vehicles and obtaining such releases from such lessors.

Vehicle Leases. Prior to or at the Closing, the Shareholder shall (a) purchase the vehicles used by the Company and its Subsidiaries that are leased under that certain Master Lease Agreement, dated as of October 24, 2001, by and between Gelco Corporation (d/b/a GE Capital Fleet Services) and the Shareholder (the “Purchased GE Vehicles”); and (b) contribute the Purchased GE Vehicles to the Company. Prior to the Closing, the Shareholder and the Purchaser shall work together to agree to a mutually acceptable approach that will ensure that the vehicles used by the Company and its Subsidiaries in the Ordinary Course that are leased under that certain Lease and Fleet Management Services Agreement, dated as of December 4, 2008 (the “ARI Vehicle Lease”), by and among ARI Fleet LT, a Delaware business trust, and Automotive Rentals, Inc., a New Jersey corporation (collectively, “ARI”) and the Shareholder may continue to be used by the Company and its Subsidiaries (at the sole expense of the Company or its Subsidiaries, as applicable), in the same manner as prior to the Closing. The Shareholder and the Purchaser shall take all commercially reasonable actions that are necessary to carry out the foregoing, including, if required, and without limitation, amending the ARI Vehicle Lease or obtaining ARI’s consent to such assignment, as applicable, and providing documentation thereof that is reasonably satisfactory to each Party.

Vehicle Leases. SCHEDULE 6.22 sets forth all Vehicle Leases.

Vehicle Leases. All executory obligations and related -------------- liabilities accruing exclusively after Closing, and based solely upon events occurring after Closing, under the Vehicle Leases;

Vehicle Leases. Any Principal Shareholder who desires to retain the use of the vehicle which the Company is currently leasing and providing for his use may do so, but only if, prior to or upon the Closing, such Principal Shareholder (a) purchases such vehicle from the Company at a price equal to Company's cost of purchasing such vehicle from the lessor, together with all costs associated with the termination of the lease of such vehicle, or (b) assumes the existing lease of such vehicle, provided that the Company is released from all obligations under such lease.

Vehicle Leases. 72 8.13 Right of First Refusal ................................ 73 8.14 Compliance with Bulk Sales Laws ....................... 73 8.15 Easements; Cooperation ................................ 73 ARTICLE IX Miscellaneous ..................................... 74

Vehicle Leases. 6.1 The parties acknowledge and agree that some of FCF's leased vehicles as set out in schedule 3 will become surplus to FCF's requirements by reason of the transition of the management of the Business from FCF to CNIFP and/or TMC. Accordingly, as any leased vehicle described in schedule 3 becomes surplus to FCF's requirements, FCF will notify CNIFP of the same as soon as practicable thereafter. CNIFP shall, within five Business Days of receiving such notice from FCF, notify FCF as to whether it wishes to use such surplus leased vehicle. 6.2 Upon receiving notice from CNIFP under clause 6.1 that it wishes to use a surplus leased vehicle, FCF shall, as soon as practicable, assign to, or otherwise procure for continued usage by, CNIFP the leased vehicles specified in the notice from CNIFP under clause 6.1 to the extent FCF is legally able to do so. From the relevant date of assignment of (or, if incapable of assignment, from the date of first usage of) such vehicles by CNIFP, CNIFP shall be responsible for all costs and expenses incurred relating to such vehicles (including all leasing costs and the costs of transfer) provided that FCF shall remain liable for all costs relating to such vehicles incurred prior to the relevant date of assignment or first usage by CNIFP (as the case may be).