Common use of RIGHT TO ACQUIRE Clause in Contracts

RIGHT TO ACQUIRE. DIR, the DIR Customers and/or their designee(s) shall have the right (but not the obligation) to purchase or (subject to Section 6.4(c)) assume the lease for any or all Equipment that is owned or leased by Service Provider which is used in the provision of the Services and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service Provider-owned Equipment (including Equipment owned by Service Provider Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (or such Affiliate or Subcontractor) shall grant to DIR, the DIR Customers and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests and other encumbrances. Such conveyance by Service Provider (or Affiliate or Subcontractor) to DIR, the DIR Customers and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. as in the case of the Hardware Service Charge provided in Exhibit 4), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR therefor. At DIR's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through the date of transfer and (3) notify DIR, the DIR Customers and/or their designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.

RIGHT TO ACQUIRE. DIR, the DIR Customers and/or their designee(s) shall have the right (but not the obligation) to purchase or (subject to Section 6.4(c)6(b) assume the lease for any or all Equipment that is owned or leased by Service Provider which is used in the provision of the Services Successful Respondent and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c6(b), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider Successful Respondent shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service ProviderSuccessful Respondent-owned Equipment (including Equipment owned by Service Provider Successful Respondent Affiliates and Subcontractors and further including any such Equipment leased to Service ProviderSuccessful Respondent), Service Provider Successful Respondent (or such Affiliate or Subcontractor) shall grant to DIR, the DIR Customers Customers, and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests interests, and other encumbrances. Such conveyance by Service Provider Successful Respondent (or Affiliate or Subcontractor) to DIR, the DIR Customers Customers, and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. e.g., as in the case of the Hardware Service Charge provided in Exhibit 44.0 Business Model), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR therefor. At DIR's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider Successful Respondent shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through the date of transfer and (3) notify DIR, the DIR Customers Customers, and/or their designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.

RIGHT TO ACQUIRE. DIR, the DIR Customers and/or their designee(s) shall have the right (but not the obligation) to purchase or (subject to Section 6.4(c)) assume the lease for any or all Equipment that is owned or leased by Service Provider which is used in the provision of the Services and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service Provider-owned Equipment (including Equipment owned by Service Provider Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (or such Affiliate or Subcontractor) shall grant to DIR, the DIR Customers and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests and other encumbrances. Such conveyance by Service Provider (or Affiliate or Subcontractor) to DIR, the DIR Customers and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-agreed- upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. as in the case of the Hardware Service Charge provided in Exhibit 4), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR therefor. At DIR's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through the date of transfer and (3) notify DIR, the DIR Customers and/or their designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.,

RIGHT TO ACQUIRE. DIR, the DIR Customers Customers, and/or their designee(s) shall have the right (but not the obligation) to purchase or (subject to Section 6.4(c)) assume the lease for any or all Equipment that is owned or leased by Service Provider which is used in the provision of the Services and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service Provider-owned Equipment (including Equipment owned by Service Provider Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (or such Affiliate or Subcontractor) shall grant to DIR, the DIR Customers Customers, and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests interests, and other encumbrances. Such conveyance by Service Provider (or Affiliate or Subcontractor) to DIR, the DIR Customers Customers, and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-agreed- upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. as in the case of the Hardware Service Charge provided in Exhibit 4), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR therefor. At DIR's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through the date of transfer and (3) notify DIR, the DIR Customers and/or their designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.,

RIGHT TO ACQUIRE. DIR, the DIR Customers and/or their designee(s) shall have the right (but not the obligation) to purchase or (subject to Section 6.4(c)) assume the lease for any or all Equipment that is owned or leased by Service Provider which is used in the provision of the Services and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service Provider-owned Equipment (including Equipment owned by Service Provider Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (or such Affiliate or Subcontractor) shall grant to DIR, the DIR Customers and/or their designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests and other encumbrances. Such conveyance by Service Provider (or Affiliate or Subcontractor) to DIR, the DIR Customers and/or their designee(s) shall be at fair market value (as shall be determined by an agreed-upon appraisal); provided, however, in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. as in the case of the Hardware Service Charge provided in Exhibit 4), such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR therefor. At DIR's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through the date of transfer and (3) notify DIR, the DIR Customers and/or their designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.

RIGHT TO ACQUIRE. DIR, the DIR Customers TxDOT and/or their its designee(s) shall have the right (right, but not the obligation) obligation to purchase or (subject to Section 6.4(c)) assume the lease for any or and all Equipment that is owned or leased by Service Provider which is used in substantially dedicated to the provision of the Services and that is implicated by the relevant Assistance Event. Subject to Section 6.4(c), such Equipment shall be transferred in good working condition, reasonable wear and tear excepted, as of the later of the effective date of the relevant Assistance Event and the completion of the Termination Assistance Services requiring such Equipment. Service Provider shall maintain such Equipment through the date of transfer so as to be eligible for the applicable manufacturer's maintenance program. In the case of Service Provider-owned Equipment (Provider Owned Equipment, including Equipment owned by Service Provider Provider's Affiliates and Subcontractors and further including any such Equipment leased to Service Provider), Service Provider (Provider, or such Affiliate or Subcontractor) , shall grant to DIR, the DIR Customers TxDOT and/or their its designee(s) a warranty of title and a warranty that such Equipment is free and clear of all liens, security interests and other encumbrances. Such conveyance by Service Provider (or its Affiliate or Subcontractor) to DIR, the DIR Customers TxDOT and/or their its designee(s) shall be at fair market value (as shall be determined by an agreed-upon appraisal); provided, however, that in the case of any item of Equipment for which the acquisition cost has been the basis of Charges to DIR (e.g. as in the case of the Hardware Service Charge provided in Exhibit 4)TxDOT, such conveyance shall be at an amount not exceeding the amount of any then unrecovered acquisition cost computed in accordance with the method used to charge DIR TxDOT therefor. At DIRTxDOT's request, the Parties shall negotiate in good faith and agree upon the form and structure of the purchase. In the case of leased Equipment, Service Provider shall (1) represent and warrant that the lease is not in default, (2) represent and warrant that all payments thereunder have been made through and including the date of transfer to TxDOT and/or its designees and (3) notify DIR, the DIR Customers TxDOT and/or their its designee(s) of any lessor defaults of which it is aware at the time. The Equipment for which Service Provider is financially responsible but for which Service Provider is unable to obtain the rights set forth above are specified on Exhibit 18.