Res 1998-128 - Laserfiche WebLink

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16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions proceedings, expenses, damages or liabilities, including attorney's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, installation, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. The indemnification provided under this Section S:hall continue in full force and effect notwithstanding the full payment of all obligations under this lease or the termination of the Lease Term for any reason. 17. ASSIGNMENT. Without 'lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to the Lease Documents, the Equipment anellor grant or assign a security interest in this lease and the Equipment, in whole or in part, and Lessee's rights will be subordinated thereto.. Any such assignees shall have an at the rights of lessor under this lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the successors and assigns at the parties hereto. Lessee covenants and agrees not to assert against the assignee any claims or iefenses by way of abatement setoff, counterclaim, recoupment or the like which lessee may have against Lessor. Upon assignment of Lessor's ,terests herein, Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient if it discloses the name of the assignee tnd address to which further payments hereunder should be made. No further action will be required by Lessor or by Lessee to evidence the Issignment, but Lessee will acknowledge such assignments in writing if so requested. Lessee shaD retain all notices of assignment and maintain a book-entry record (as referred to in Section 21) which identifies each owner of Lessor's interest in the lease. Upon Lessee's receipt of written notice of Lessor's assignment of all or any part of its interest in the Lease, lessee agrees to attorn to and recognize any such assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including without limitation such lease Payments, as are indicated in the notice of assignment, to such assignee. 18. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of anyone or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any material respect, (iv) Lessee becomes insolvent, or is unable to pay its debts as they become due, or makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy, insolvency, reorganization or similar laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or similar laws is filed or instituted against Lessee and is not dismissed or fully stayed within twenty (20) days after the filing or institution thereof; (v) Lessee fails to make any payment when due or fails to perform or observe any covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or (vi) an attachment, levy or execution is threatened or levied upon or against the Equipment. 19. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise anyone or more of the following remedies: (i) by written notice to lessee, declare an amount equal to all amounts then due under the lease, and all remaining Lease Payments. due during the fiscal year of lessee in which the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to lessee, request lessee to (and lessee agrees. that it will), at Lessee's expense, promptly return the Equipment to lessor in the manner set forth in Section 5 hereof, or Lessor; at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same, (iii) sell or lease. the Equipment or sublease it for the account of lessee, holding; lessee liable for all lease Payments and other payments due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts otherwise payable. by lessee hereunder, and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state where the Equipment is then located or any other applicable law or proceed by appropriate court action to enforce the terms. of this lease or to recover damages for the breach of this lease or to rescind this Lease as to anyorall'ofthe Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this lease and for all legal fees and other costs and expenses, including court costs, incurred by lessor with respect to the enforcement of any of the remedies listed above or any. other remedy available to Lessor. 20. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment on any lease Payment date set forth in Schedule A hereID by paying to lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth in Schedule A opposite such date. Upon. satisfaction by lessee of such purchase conditions, Lessor will transfer any and all at its right, title and interest in the Equipment to lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, except Lessor wiD warrant that the Equipment is free and clear of any liens created by Lessor. 21. TAX ASSUMPTION; COVENANTS. The parties assume that Lessor can exclude from Federal gross income the interest portion of each lease Payment set forth in Schedule A under the column captioned "Interest Portion." Lessee covenants that it will (i) register this Lease and transfers thereof in accordance with section 149(a) of the Code and the regulations thereunder, (ii) timely file a statement with respect to this Lease in the required form in accordance with section 149(e) of the Code, (iii) not permit the property financed by this Lease to be directly or incirectly used for a private business use within the meaning of section 141 of the Code, (iv) not take any action which results, directly or indirectly, in the interest portion of any lease Payment not being excludable from Federal gross income pursuant to section 103 of the Code and will take any reasonable action necessary to prevent such result, and (v) not take any action which results in this lease becoming, and will take any reasonable action to prevent this Lease from becoming (a) an arbitrage obligation within the meaning of section 148 of the Code or (b) federally guaranteed within the meaning of section 149 of the Code. Notwithstanding the earlier termination or expiration of this lease, the obligations provided for in this Section 21 shall survive such earlier termination or expiration.