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Document Preview Master Equipment Lease |
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Title: |
Master Equipment Lease |
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Entities: |
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Date: |
2003 |
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Size: |
Preview shows 11KB of 50KB total |
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Price: |
$46 |
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ID: |
#286168 |
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This Master Equipment Lease dated as of NOVEMBER 15, 2002 (Master Lease) between FIFTH THIRD BANK, INDIANA (CENTRAL), a (an) INDIANA corporation (hereinafter called together with its successors and assigns, if any, Lessor), 251 N. ILLINOIS ST., STE 1000, INDIANAPOLIS, IN 46204 and BIOANALYTICAL SYSTEMS, INC. a (an) INDIANA CORPORATION (hereinafter called Lessee), 2701 KENT AVENUE, WEST LAFAYETTE, IN 47906-1382.
In consideration of the premises and of the rentals and the covenants hereinafter mentioned to be kept and performed by Lessee, Lessor hereby leases the equipment (including all replacement parts, repairs, additions and accessories thereto) listed on Equipment Schedule A attached hereto on the date hereof or as attached hereto at any time in the future or listed or described in any other document which refers to and incorporates the terms of this Master Lease (collectively Equipment), upon the following terms and conditions:
Section 1. Acquisition and Lease of Equipment.
| (a) |
Lessor will, subject to the terms of this Master Lease, purchase the Equipment set forth in Equipment Schedule A and simultaneously lease such Equipment to Lessee. The approximate purchase price for each unit of Equipment is as set forth in Equipment Schedule A. Lessee acknowledges either: |
| (i) |
that Lessee has approved any written Supply Contract (as defined by the uniform version of the Uniform Commercial Code (UCC) Section 2A-103 (y) as adopted in the state of Lessors principle place of business) covering the Equipment purchased from the Supplier (as defined by UCC Section 2A-103(x)) thereof for lease to Lessee; or |
| (ii) |
that Lessor has informed or advised Lessee, in writing, either previously or by this Master Lease of the following: |
| (1) |
the identity of the Supplier; |
| (2) |
that the Lessee may have rights under the Supply Contract; and |
| (3) |
that the Lessee may contact the Supplier for a description of any such rights Lessee may have under the Supply Contract. |
| (b) |
Lessor hereby authorizes Lessee to accept delivery of the Equipment from the manufacturer or the Supplier. Upon delivery and installation of each item of Equipment, if such Equipment is in good working order, and complies with the specifications of the purchase order, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in form acceptable to Lessor. Lessor shall be under no obligation to purchase the Equipment until it has received the Acceptance Certificate executed by Lessee. |
| (c) |
Lessor shall be under no obligation to purchase any item of Equipment if there shall exist an Event of Default or any condition, event or act which, with notice or lapse of time or both, would became an Event of Default. |
Section 2. Term and Rent.
| (a) |
This Master Lease shall commence on the date set forth above and shall continue in effect thereafter so long as any Equipment Schedule A entered into pursuant to this Master Lease remains in effect. The term of each Equipment Schedule A shall commence upon the Effective Date specified in each Schedule and shall continue for the term specified unless earlier terminated pursuant to the terms hereof. Unless otherwise stated in Equipment Schedule A, each Equipment Schedule A term shall be automatically extended for successive monthly periods until terminated by either party giving to the other not less than ninety (90) days prior written notice of termination. Any such termination shall be effective only on the last day of the term specified in Equipment Schedule A or any successive period. |
| (b) |
As rent for the Equipment, Lessee agrees to pay to Lessor the rent specified in Equipment Schedule A. All payments provided for in this Master Lease shall be made to the Lessor at the address of the Lessor set forth above, or at such other place as the Lessor, or its assigns, shall specify in writing. The rent specified in Equipment Schedule A shall be adjusted for any errors, increase or decrease in the purchase price of the Equipment. The payment of the rent specified in Equipment Schedule A also shall be secured by any presently existing or hereafter acquired property pledged to Lessor or any affiliate of Fifth Third Bancorp for any indebtedness of Lessee owed to Lessor and all affiliates of Fifth Third Bancorp, whether direct or contingent, due or to become due; provided, however, that this provision shall not apply to a consumer credit transaction as defined in Title I, Consumer Credit Protection Act 15 U.S. C.A. Sections 1601 et. seq., as amended or any applicable state statute containing similar provisions. |
| (c) |
This Master Lease is a net lease and Lessee acknowledges and agrees that Lessees obligation to make all payments hereunder, and the rights of Lessor in and to all such payments, shall be absolute and unconditional and shall not be subject to any abatement of rent or reduction thereof, including but not limited to, abatements or reductions due to any present or future claims of Lessee against Lessor, the manufacturer of the Equipment, the Supplier, or any party under common ownership or affiliated with Lessor, by reason of any defect in the Equipment, the condition, design, operation or fitness for use thereof, or by reason of any failure of Lessor to perform any of its obligations hereunder, or by reason of any other cause. It is the intention of the parties hereto that the rent payable by Lessee hereunder shall continue to be payable in all events and in the manner and at the times herein provided unless the obligation to pay shall be terminated pursuant to the provisions of this Lease. |
Section 3. Tax Indemnification.
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