Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it: 1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and 2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 3 contracts
Sources: Escrow and Account Control Agreement, Escrow and Account Control Agreement, Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved in writing such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee ▇▇▇▇▇▇ and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and;
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if therefor or other evidence of title to such Equipment has passed to Lessee) transfer, and release by Vendor of any security interest, therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor▇▇▇▇▇▇; and
3. Lessee The disbursement shall occur during the Acquisition Period. ▇▇▇▇▇▇ and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 2 contracts
Sources: Equipment Lease/Purchase Agreement, Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire) and certifying the Acceptance Date for the portion of Equipment for which disbursement is requested. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 2 contracts
Sources: Master Equipment Lease/Purchase Agreement, Master Equipment Lease/Purchase Agreement
Requisition Procedure. No disbursement from During the Escrow Account period when the Property is contemplated under the Budget to experience Operating Deficits, Borrower or Manager may submit to Lender, not more frequently than monthly, Operating Deficits Funding Requests for Advances to fund such Operating Deficits anticipated for the Applicable Month, accompanied by all other information and items required to satisfy all of the conditions precedent to such Advance and other terms and conditions of this Agreement relating to such Advance. Lender shall either approve or deny the Operating Deficits Funding Request within ten (10) Business Days after receipt of a complete Operating Deficits Funding Request, together with all other accompanying information and items required therewith. Lender must approve any such Operating Deficits Funding Request unless Lender determines (A) an Event of Default has occurred and is continuing, (B) the Operating Deficits Funding Request violates the Loan balancing provisions of Section 3.7, (C) the Operating Deficits Funding Request does not relate to Approved Operating Expenses, or (D) Lender is not issued a Title Continuation in the form required under Section 5.3(g). Subject to all of the other terms and conditions of this Agreement, an Advance with respect to such Operating Deficits shall be made unless and until Lessor has approved such requisition. Prior on the later to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name occur of the personfirst day of the Applicable Month or the date of Lender's approval, firm which will not be unreasonably withheld or corporation to whom payment thereof is duedelayed. All disbursements shall Advances with respect to Operating Deficits will be made by wire transferLender at Manager's election to one of the (a) the Manager's Disbursement Account, or (b) if applicable, the Title Insurer pursuant to an escrow agreement approved by Lender and providing for either (i) the return of the Advance to Lender if the Title Continuation cannot be issued (which Lender will deposit in the Cash Collateral Subaccount), or (ii) the disbursement of the Advance to the Manager's Disbursement Account simultaneously with the delivery to Lender of the Title Continuation. Borrower or Manager shall, in connection with the Operating Deficits Funding Request submitted for the second month following the Applicable Month, prepare and submit to Lender a reconciliation certifying the amount by which the actual Operating Deficits for the Applicable Month differed from the Advance made by Lender on account of Operating Deficits for such Applicable Month. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and reconciliation shall be subject to review by Lender to confirm the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 accuracy of the Lease calculation therein and any additional documentation to confirm (through such verification as Lender may reasonably requested by Lessor. Lessee require including review of bank account statements and Lessor agree invoices) that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions Borrower or Manager have actually made such expenditures with respect to disbursements set forth Operating Deficits in this the Applicable Month. Lender, upon approving such reconciliation, shall adjust the amount of the Advance on account of Operating Deficits to made with respect to the next occurring Applicable Month. The total cumulative amount of all Advances made with respect to Operating Deficits shall in no event exceed the amount specified in the Budget (unless there is a reallocation under Section 2 have been satisfied3.6(b)) and Borrower or Manager shall be required to fund any excess over such amount. Operating Deficits Advances with respect to any Applicable Month shall not exceed ten percent (10%) of the amount of Operating Deficits projected in the Budget for such Applicable Month. Lender's obligation to make Advances with respect to Operating Deficits shall terminate on the Operating Deficits Advance Termination Date.
Appears in 2 contracts
Sources: Building Loan Agreement (Brookdale Living Communities Inc), Building Loan Agreement (Brookdale Living Communities Inc)
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Lessor shall accept or deny a Disbursement Request within three (3) business days of receipt of the Disbursement Request. No disbursement from the Escrow Account shall be made to pay all or any portion of the Purchase Price (as defined in the Pole Agreement) to Southern California Edison (or to reimburse Lessee for its payment of all or any portion of said Purchase Price to Southern California Edison), until Lessor has received (i) the [applicable]2 completed and signed Provision of Detail of True-Up Process [and Request for True-Up Amendment] in the form of Exhibit K to the Lease and Lessee has satisfied the applicable covenants set forth in Section 2.01(r) of the Lease and (ii) invoices and bills of sale relating to all the property, equipment and streetlights purchased or reimbursed (or to be purchased or reimbursed) with the proceeds of such disbursement and the payment of such Purchase Price. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee ▇▇▇▇▇▇ (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee ▇▇▇▇▇▇ and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and1 and providing Lessor with certification of all such representations and other items as contained in said form;
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if relating to the purchase of Equipment and showing title to such Equipment has passed transferring to Lessee) therefor as required by Section 2.01(r) and Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and
3. Lessee The disbursement shall occur during the Acquisition Period. ▇▇▇▇▇▇ and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which Escrow ▇▇▇▇▇▇ Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee ▇▇▇▇▇▇ and Lessor ▇▇▇▇▇▇ is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof); and(ii) with respect to each item of Equipment for which disbursement is requested, (A) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment, (B) such Equipment has been delivered, installed, is operating in a manner consistent with the manufacturer's intended use and has been inspected and finally accepted for all purposes by ▇▇▇▇▇▇ and title thereto has transferred to Lessee and any security interest of Vendor therein has been released and (C) the date on which Equipment acceptance occurred; (iii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iv) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee);
(v) the Equipment is insured in accordance with the Lease; (vi) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing and no Event of Non-appropriation has occurred or is threatened; (vii) such disbursement shall occur during the Acquisition Period; (viii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof; and (ix) no Material Adverse Change has occurred since the date of the execution and delivery of the Lease.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor▇▇▇▇▇▇; and
3. Lessee The disbursement shall occur during the Acquisition Period. ▇▇▇▇▇▇ and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and
2. Delivery to Lessor of true copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow Agreement
Requisition Procedure. No disbursement from the Escrow Account Acquisition Fund shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account Acquisition Fund for the payment of Delivery Costs there shall be filed with the Escrow Agent Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 2, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due, and that: (i) an obligation in the stated amount has been incurred by Lessee, and the same is a proper charge against the Acquisition Fund for Delivery Costs identified in the Lease, and has not been paid and attached thereto is the original invoice with respect to such obligation, (ii) the Renewable Energy Equipment is insured in accordance with the Lease, (iii) no event of nonappropriation or Event of Default, and no event which with notice or lapse of time, or both, would become an event of nonappropriation or Event of Default, under the Lease has occurred and is continuing at the date thereof, (iv) the disbursement shall occur prior to , 2013, (v) no Material Adverse Change in Lessee’s financial condition shall have occurred since the date of the execution of the Lease and (vi) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof. Prior to disbursement from the Acquisition Fund for payment of Equipment Costs there shall be filed with the Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent due and certifying the date of Equipment Acceptance for the portion of Renewable Energy Equipment for which disbursement is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lesseerequested. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to itfollowing:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.certifying that:
Appears in 1 contract
Sources: Equipment Lease/Purchase Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of the Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 1; and
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by the Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and the Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which the Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof); and(ii) with respect to each item of Equipment for which disbursement is requested, (A) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment, (B) such Equipment has been delivered, installed, is operating in a manner consistent with the manufacturer’s intended use and has been inspected and finally accepted for all purposes by Lessee and title thereto has transferred to Lessee and any security interest of Vendor therein has been released and (C) the date on which Equipment acceptance occurred; (iii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other Liens or rights to Liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iv) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (v) the Equipment is insured in accordance with the Lease; (vi) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing and no event has occurred or is threatened that may result in termination of the Lease under Section 3.03 thereof; (vii) such disbursement shall occur during the Acquisition Period; (viii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof; and (ix) no Material Adverse Change has occurred since the date of the execution and delivery of the Lease.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if therefor or other evidence of title to such Equipment has passed to Lessee) transfer, and release by Vendor of any security interest, therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and
3. The disbursement shall occur during the Acquisition Period. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to the Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by the Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and the Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which the Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee ▇▇▇▇▇▇ and Lessor ▇▇▇▇▇▇ is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof); and(ii) with respect to each item of Equipment for which disbursement is requested, (A) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment, (B) such Equipment has been delivered, installed, is operating in a manner consistent with the manufacturer’s intended use and has been inspected and finally accepted for all purposes by ▇▇▇▇▇▇ and title thereto has transferred to Lessee and any security interest of Vendor therein has been released and (C) the date on which Equipment acceptance occurred; (iii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other Liens or rights to Liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iv) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (v) the Equipment is insured in accordance with the Lease; (vi) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing and no Event of Non-appropriation has occurred or is threatened; (vii) such disbursement shall occur during the Acquisition Period; (viii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof; and (ix) no Material Adverse Change has occurred since the date of the execution and delivery of the Lease.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if therefor or other evidence of title to such Equipment has passed to Lessee) transfer, and release by Vendor of any security interest, therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor▇▇▇▇▇▇; and
3. Lessee The disbursement shall occur during the Acquisition Period. ▇▇▇▇▇▇ and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to the Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Equipment Lease/Purchase Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof); and(ii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iii) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (iv) the Equipment is insured in accordance with the Lease; (v) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing; (vi) such disbursement shall occur during the Acquisition Period; (vii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof; and (viii) no Material Adverse Change has occurred since the date of the execution and delivery of the Lease.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and
3. The disbursement shall occur during the Acquisition Period. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account Fund shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account Fund there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to itfollowing:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and that the same is a proper charge against the Escrow Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof); and(ii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iii) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (iv) the Equipment is insured in accordance with the Lease; (v) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing and (vi) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by ▇▇▇▇▇▇;
3. The disbursement shall occur during the Escrow Period; and
4. Prior to the first disbursement of any funds from the Escrow Fund, the Lessor shall have received, in form and substance acceptable to the Lessor. Lessee , (a) the Surety Bond with dual obligee rider required by the Lease; and Lessor agree that their execution (b) legal descriptions of the form attached hereto as Schedule 1 sites on which the Equipment is to be acquired and delivery installed that are sufficient for purposes of enabling the executed form Lessor to Escrow Agent confirms that all of the requirements and conditions file UCC financing statements with respect to disbursements set forth in this Section 2 have been satisfiedfixtures on those sites pursuant to the Lease.
Appears in 1 contract
Sources: Supplementary Schedule
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor Assignee has approved such requisition. Prior delivered to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of the Disbursement Request attached hereto as Schedule 1Exhibit A executed by the Lessee and Assignee, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is duedue and the manner of disbursement (check or wire). All disbursements Assignee shall be made by wire transfersimultaneously deliver to Lessor a final executed copy of the Disbursement Request, along with any associated documentation. The Escrow Agent is authorized shall disburse Escrow Funds pursuant to obtain and rely on confirmation Section 1 of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests may conclusively rely on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant delivered to this Section 2(c) before releaseit without inquiry, shall be made investigation or notice to Lessor only and Escrow Agent shall have no obligation to call-back Lesseeany other party hereto. Each such Disbursement Request shall be signed by an authorized representative representatives of the Lessee (an “Authorized Representative”) and by Lessorthe Assignee, and shall be subject to the following conditions, which and the Escrow Agent shall conclusively presume that each Disbursement Request complies with all requirements of this Agreement and that each of the following conditions shall have been satisfied at such time as a requisition executed by the Lessee and Lessor Assignee is delivered to it, without inquiry, investigation or notice to or consent from any other party hereto:
1. Delivery to Lessor of an An executed Disbursement Request in the form attached hereto as Schedule 1; andExhibit A.
2. Delivery A final executed copy of each Disbursement Request, and any of the items provided pursuant to Lessor of copies of invoices numbers 3, 4, and 5 below, has been delivered by the Assignee to the Lessor.
3. Invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Financing Lease and any additional documentation reasonably requested by LessorAssignee have been delivered to the Assignee.
4. Lessee A certificate or certificates as to insurance as required by the Financing Lease has been delivered to the Assignee, unless otherwise previously provided by the Lessee.
5. With respect to the final disbursement request, a Completion Certificate has been delivered to the Assignee. ▇▇▇▇▇▇ and Lessor agree Assignee each warrants that their execution of the form attached hereto as Schedule 1 Exhibit A and delivery of the executed form to the Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied, upon which warranty the Escrow Agent may conclusively rely without inquiry or investigation. For the avoidance of doubt, the Escrow Agent shall have no duty to review any documents attached to a Disbursement Request. Assignee agrees to provide the Issuer and the Lessor, upon request, with documentation associated with requisitions from the Escrow Account for tax and other related purpose.
Appears in 1 contract
Sources: Escrow Agreement
Requisition Procedure. No disbursement from the Escrow Account shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account there shall be filed with the Escrow Agent a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transferdue and the manner of disbursement (check or wire). The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to it:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Escrow Account for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof); and(ii) with respect to each item of Equipment for which disbursement is requested, (A) Lessee has conducted such inspection and testing of the Equipment as it deems necessary and appropriate in order to determine the Equipment’s capability and functionality in order to accept such Equipment, (B) such Equipment has been delivered, installed, is operating in a manner consistent with the manufacturer's intended use and has been inspected and finally accepted for all purposes by Lessee and title thereto has transferred to Lessee and any security interest of Vendor therein has been released and (C) the date on which Equipment acceptance occurred; (iii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iv) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee);
(v) the Equipment is insured in accordance with the Lease; (vi) no Event of Default (nor any event which, with notice or lapse of time or both, would become an Event of Default) has occurred and is continuing and no Event of Non-appropriation has occurred or is threatened; (vii) such disbursement shall occur during the Acquisition Period; (viii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof; and (ix) no Material Adverse Change has occurred since the date of the execution and delivery of the Lease.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and
3. The disbursement shall occur during the Acquisition Period. Lessee and Lessor agree that their execution of the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfied.
Appears in 1 contract
Sources: Escrow and Account Control Agreement
Requisition Procedure. No disbursement from the Escrow Account Acquisition Fund shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account Acquisition Fund there shall be filed with the Escrow Agent Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lessee. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor▇▇▇▇▇▇, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to itfollowing:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) an obligation in the stated amount has been incurred by ▇▇▇▇▇▇, and that the same is a proper charge against the Acquisition Fund for costs relating to the Equipment identified in the Lease, and has not been paid (or has been paid by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ requests reimbursement thereof); and(ii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iii) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (iv) the Equipment is insured in accordance with the Lease; (v) no Event of Default (nor any event which, with notice or laps of time or both, would become an Event of Default) has occurred and is continuing and (vi) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date hereof.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee ▇▇▇▇▇▇ seeks reimbursement) and bills of sale (if title to such Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor▇▇▇▇▇▇; and
3. Lessee and Lessor agree that their execution of The disbursement shall occur during the form attached hereto as Schedule 1 and delivery of the executed form to Escrow Agent confirms that all of the requirements and conditions with respect to disbursements set forth in this Section 2 have been satisfiedAcquisition Period.
Appears in 1 contract
Sources: Equipment Lease/Purchase Agreement
Requisition Procedure. No disbursement from the Escrow Account Acquisition Fund shall be made unless and until Lessor has approved such requisition. Prior to disbursement from the Escrow Account Acquisition Fund for the payment of Delivery Costs there shall be filed with the Escrow Agent Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 2, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due, and that: (i) an obligation in the stated amount has been incurred by Lessee, and the same is a proper charge against the Acquisition Fund for Delivery Costs identified in the Lease, and has not been paid and attached thereto is the original invoice with respect to such obligation, (ii) the Renewable Energy Equipment is insured in accordance with the Lease, (iii) no event of nonappropriation or Event of Default, and no event which with notice or lapse of time, or both, would become an event of nonappropriation or Event of Default, under the Lease has occurred and is continuing at the date thereof, (iv) the disbursement shall occur prior to , 2013, (v) no Material Adverse Change in Lessee’s financial condition shall have occurred since the date of the execution of the Lease and (vi) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof. Prior to disbursement from the Acquisition Fund for payment of Equipment Costs there shall be filed with the Acquisition Fund Custodian a requisition for such payment in the form of Disbursement Request attached hereto as Schedule 1, stating each amount to be paid and the name of the person, firm or corporation to whom payment thereof is due. All disbursements shall be made by wire transfer. The Escrow Agent due and certifying the date of Equipment Acceptance for the portion of Renewable Energy Equipment for which disbursement is authorized to obtain and rely on confirmation of such Disbursement Request and payment instructions by telephone call-back to the person or persons designated for verifying such requests on Exhibit A-2 (such person verifying the request shall be different than the person initiating the request). The Lessor and Lessee hereby confirm that any call-back performed by Escrow Agent to verify a disbursement instruction pursuant to a Disbursement Request submitted pursuant to this Section 2(c) before release, shall be made to Lessor only and Escrow Agent shall have no obligation to call-back Lesseerequested. Each such Disbursement Request requisition shall be signed by an authorized representative of Lessee (an “Authorized Representative”) and by Lessor, and shall be subject to the following conditions, which Escrow Agent shall conclusively presume have been satisfied at such time as a requisition executed by Lessee and Lessor is delivered to itfollowing:
1. Delivery to Lessor of an executed Disbursement Request in the form attached hereto as Schedule 11 certifying that:
(i) Equipment Acceptance has occurred as of the date identified therein with respect to the portion of Renewable Energy Equipment for which disbursement is requested; and(ii) an obligation in the stated amount has been incurred by Lessee, and that the same is a proper charge against the Acquisition Fund for costs relating to the Renewable Energy Equipment identified in the Lease, and has not been paid (or has been paid by Lessee and Lessee requests reimbursement thereof) and the Renewable Energy Equipment relating to such obligation has been delivered, installed, is operating in a manner consistent with the manufacturer’s intended use and has been inspected and finally accepted for all purposes by Lessee. Lessee has conducted such inspection and/or testing of the Renewable Energy Equipment relating to such obligation as it deems necessary and appropriate in order to determine the Renewable Energy Equipment’s operability and functionality in order to accept such Renewable Energy Equipment; (iii) the Authorized Representative has no notice of any vendor’s, mechanic’s or other liens or rights to liens, chattel mortgages, conditional sales contracts or security interest which should be satisfied or discharged before such payment is made; (iv) such requisition contains no item representing payment on account, or any retained percentages which Lessee is, at the date of such certificate, entitled to retain (except to the extent such amounts represent a reimbursement to Lessee); (v) the Renewable Energy Equipment is insured in accordance with the Lease; (vi) no event of nonappropriation or Event of Default (nor any event which, with notice or lapse of time or both, would become an event of nonappropriation or an Event of Default) has occurred and is continuing; (vii) no Material Adverse Change in Lessee’s financial condition shall have occurred since the date of the execution of the Lease; and (viii) the representations, warranties and covenants of Lessee set forth in the Lease are true and correct as of the date thereof.
2. Delivery to Lessor of copies of invoices (and proofs of payment of such invoices, if Lessee seeks reimbursement) and bills of sale (if title to such Renewable Energy Equipment has passed to Lessee) therefor as required by Section 3.04 of the Lease and any additional documentation reasonably requested by Lessor; and
3. Lessee and Lessor agree that their execution The disbursement shall occur during the Acquisition Period. Notwithstanding anything in this Agreement to the contrary, an amount may not be disbursed from the Acquisition Fund to pay Equipment Costs relating to a portion of the form attached hereto as Schedule 1 and delivery of Renewable Energy Equipment prior to the executed form date on which Lessee has certified to Escrow Agent confirms Acquisition Fund Custodian in the related disbursement request that all of the requirements and conditions Equipment Acceptance has occurred with respect to disbursements set forth in this Section 2 have been satisfiedsuch portion of Renewable Energy Equipment for which funds are requested for disbursement from the Acquisition Fund.
Appears in 1 contract
Sources: Equipment Lease/Purchase Agreement