Equilease definition
Examples of Equilease in a sentence
This Agreement has been duly and validly executed and delivered by Equilease and constitutes the valid and binding obligation of Equilease, enforceable against Equilease in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (b) is subject to general principles of equity.
The execution, delivery and performance by Equilease of this Agreement and the consummation by Equilease of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Equilease, including due and valid authorization by the board of directors of Equilease and no other corporate proceedings on the part of Equilease are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
EAU has good title, beneficially and of record, to the Equilease Shares, free and clear of all security interests, liens, claims, encumbrances and other contractual restrictions of any kind.
Equilease is a subchapter "C" corporation (as defined by the Code) and no corporation which owns any of the issued and outstanding capital stock of Equilease includes Equilease in its consolidated federal income tax return.
Subject to the terms and conditions of this Agreement, EAU agrees to sell the Equilease Shares to EOWORP, and EOWORP agrees to purchase the Equilease Shares from EAU, in exchange for the cash payment of $452,609.07.
Neither Equilease nor any Affiliate or representative of Equilease has any Liability to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which the Company could become liable or obligated.
The transfer and delivery of the Equilease Shares by EAU to EOWORP as contemplated by this Agreement will transfer good and marketable title to the Equilease Shares to EOWORP, free and clear of all security interests, liens, claims, encumbrances and other contractual restrictions of any kind.
The Equilease Shares will be "restricted securities" as defined in the federal securities laws, and the certificates representing the Shares will bear a legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE (THE "LAW").
The purchase and sale of the Equilease Shares shall be completed through the use of an Escrow pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit "A," which Escrow Agreement is incorporated herein by reference.
Equilease is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.