Res 1992-033 - Laserfiche WebLink

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(i) Upon the execution of this Lease, Lessee will provide to Lessor an opinion of its legal counsel in the form attached hereto as Exhibit D. (j) Lessee will submit to the Secretary of the Treasury an information reporting statement at the time and in the form required by the Code and the Regulations. (k) Lessee will cause a resolution substantial in the form attached hereto as Exhibit E to be adopted by its governing body Section 2.2. Representations. Covenants and Warranties of Lessor. Lessor represents, covenants and warrants as follows: (a) Lessor is a corporation duly organized, existing and in good standing under and by virtue of the laws of the state of Delaware, and is duly qualified and in good standing as a foreign corporation authorized to transact business in the State; has power to enter into this lease; is possessed of full power to own and hold real and personal property, and to lease the same; and has duly authorized the execution and delivery of this lease. (b) Neither the execution and delivery of this Lease, nor the fulfillment of or compliance with the terms and lditions thereof, not the consUIIl1ation of the transactions contemplated thereby, conflicts with or results in a breach of the ~~{ms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which Lessor is bound, constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of Lessor, or upon the Equipment except Permitted Encumbrances. ARTICLE III LEASE OF EQUIPMENT Section 3.1 Lease. Lessor hereby leases the Equipment to Lessee, and Lessee hereby leases the Equipment from Lessor, upon the terms and conditions set forth in this Lease. Section 3.2. Possession and Enjoytent. Lessor hereby covenants to provide Lessee during the Term. of this Lease with the quiet use and enjoyment of the Equipment, and Lessee shall during the Term of this Lease peaceably and quietly have and hold and enjoy the Equipment, without suit, trouble or hindrance froll Lessor, except as expressly set forth in this Lease, Lessor will, at the request of Lessee and at Lessee's cost, join in any legal action in which Lessee asserts its right to such possession and enjoyment to the extent Lessor lawfully may do so. Section 3.3. Lessor Access to Equipllent. The Lessee agrees that Lessor shall have the right at all reasonable times to examine and inspect the Equipment. Lessee further agrees that Lessor shall have such rights of access to the Equipment as may be reasonably necessary to cause the proper maintenance of the Equipment in the event of failure by Lessee to perform its Obligations hereunder. ARTICLE IV TERM OF THE LEASE Section 4.1. Lease Ten; Discontinuation: This Lease shall be in effect for the Original Term, and for all of the Additional Terms shown in Exhibit B, unless discontinued prior thereto by Lessee as provided in this Section. Upon determination the COlllRencement Date, Lessor shall insert on Exhibit B the period of the Original Tern and each Additional Term, the Payment tes of the Rental Payments coming due therein and the total amount of the Rental Payments due during the Original Term and ~h Additional Term. The terms and conditions of this Lease to be in effect during each Additional Term shall be the same as the terms and conditions in effect during the Original Term, except that the Rental Payments shall be set forth in Exhibit B. Not less than fifteen (15) days before the end of the original Term or any Additional Term, Lessee may give to Lessor written notice of its intention to discontinue this Lease, and in such event this Lease shall expire at the end of such Original Term or Additional Term then in effect. In the event that Lessee gives to Lessor written notice of its intention to discontinue this Lease at any tiDe within fourteen (14) days of the end of the Original Term or the Additional Term of this Lease then in effect, such discontinuation nevertheless shall be effective, but Lessee shall be obligated to pay to Lessor damages in an amount equal to the Rental Payments to become due and owing during the first ninety (90) days of the next Additiona~ Term of the Lease, as shown in Exhibit B. Section 4.2 Intent to Continue Lease Ten. Lessee presently intends to continue the Term of this Lease through the Original Term and all Additional Terms and to pay all Rental Payments specified in Exhibit B with respect thereto. Lessee reasonably believes that moneys in an amount sufficient to make all such Rental Payments can legally be provided and made available for this purpose. Section 4.3. Effect of Discontinuation. Upon Lessee's discontinuation of this Lease in accordance with Section 4.1, Lessee shall not be responsible for the payment of any additional Rental Payments due with respect to succeeding Additional Ter ,but'if Lessee has not delivered possession of the Equipment to Lessor in accordance with Section 12,3 and conveyed to Le 0 or released its interest in the Equipment within ten (10) days after the expiration of this Lease, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Rental Payments thereafter coming due under Exhibit B which are attributable to the number of days after such ten (10) day period except as set forth in Section 4.1, 3 Ii: