DOCUMENT OR AGREEMENT BETWEEN LESSOR AND A VENDOR IN CONNECTION
WITH THE EQUIPMENT TO BE LEASED UNDER SAID LEASE SCHEDULE, OTHER THAN PAYMENT OF
THE PURCHASE PRICE.
13.
TAXES.
13.1.
TAXES. LESSEE AGREES TO REPORT, FILE, PAY PROMPTLY
WHEN DUE TO THE APPROPRIATE TAXING AUTHORITY AND INDEMNIFY, DEFEND, AND HOLD
LESSOR HARMLESS FROM AND AGAINST ANY AND ALL TAXES (INCLUDING GROSS RECEIPTS),
ASSESSMENTS, LICENSE FEES AND OTHER FEDERAL, STATE OR LOCAL GOVERNMENTAL CHARGES
OF ANY KIND OR NATURE, TOGETHER WITH ANY PENALTIES, INTEREST OR FINES RELATED
THERETO (COLLECTIVELY, "TAXES") THAT PERTAIN TO THE EQUIPMENT, ITS PURCHASE, OR
THIS LEASE, EXCEPT SUCH TAXES BASED SOLELY UPON THE NET INCOME OF LESSOR,
INCLUDING, BUT NOT NECESSARILY LIMITED TO ALL PROPERTY, SALES AND/OR USE TAXES
LEVIED OR ASSESSED REGARDLESS OF WHETHER SUCH TAXES ARE LEVIED OR ASSESSED
AGAINST LESSOR OR LESSEE.
13.2. Lessor's Filing of Taxes.
Notwithstanding the foregoing, Lessor at its
election may report and file sales and/or use tax reports, which are filed and
paid periodically through the Term, and the amounts so due may be invoiced to
Lessee and payable as specified therein.
14.
INDEMNIFICATION.
EXCEPT FOR THE NEGLIGENCE
OF LESSOR, ITS EMPLOYEES OR AGENTS AND ASSIGNS, LESSEE HEREBY ASSUMES LIABILITY
FOR AND AGREES TO INDEMNITY, DEFEND, PROTECT, SAVE AND HOLD HARMLESS THE LESSOR,
ITS AGENTS, EMPLOYEES, DIRECTORS AND ASSIGNEES FROM AND AGAINST ANY AND ALL
LOSSES, DAMAGES, INJURIES, CLAIMS, ADMINISTRATION OF CLAIMS, PENALTIES, DEMANDS
AND ALL EXPENSES, LEGAL OR OTHERWISE (INCLUDING REASONABLE ATTORNEYS' FEES) OF
WHATEVER KIND AND NATURE ARISING FROM THE PURCHASE, OWNERSHIP, USE, CONDITION,
OPERATION OR MAINTENANCE OF THE EQUIPMENT, OR ANY AGREEMENT BETWEEN LESSOR AND A
VENDOR (INCLUDING PURCHASE OR SALES ORDERS), UNTIL THE EQUIPMENT IS RETURNED TO
LESSOR. ANY CLAIM, DEFENSE, SETOFF, OR OTHER RIGHT OF LESSEE AGAINST ANY SUCH
INDEMNIFIED PARTY SHALL NOT IN ANY WAY AFFECT, LIMIT, OR DIMINISH LESSEE'S
INDEMNITY OBLIGATIONS HEREUNDER. LESSEE SHALL NOTIFY LESSOR IMMEDIATELY AS TO
ANY CLAIM, SUIT, ACTION, DAMAGE, OR INJURY RELATED TO THE EQUIPMENT OF WHICH
LESSEE HAS ACTUAL OR OTHER NOTICE AND SHALL, AT ITS OWN COST AND EXPENSE, DEFEND
ANY AND ALL SUITS, INCLUDING FRIVOLOUS SUITS AND CLAIMS, WHICH MAY BE BROUGHT
AGAINST LESSOR, SHALL SATISFY, PAY AND DISCHARGE ANY AND ALL JUDGMENTS AND FINES
THAT MAY BE RECOVERED AGAINST LESSOR IN ANY SUCH ACTION OR ACTIONS, PROVIDED,
HOWEVER, THAT LESSOR SHALL GIVE LESSEE WRITTEN NOTICE OF ANY SUCH CLAIM OR
DEMAND. LESSEE AGREES THAT ITS OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS LEASE.
15.
REPRESENTATIONS AND WARRANTIES.
LESSEE
HEREBY REPRESENTS AND WARRANTS TO LESSOR THAT:
15.1.
IT IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF ITS FORMATION;
15.2.
LESSEE'S TRUE LEGAL NAME IS AS SET FORTH IN THIS
AGREEMENT AND THAT IT SHALL NOT CHANGE ITS NAME WITHOUT THIRTY (30) DAYS'
WRITTEN NOTICE TO LESSOR;
7
15.3.
IT HAS THE POWER AND AUTHORITY TO EXECUTE, DELIVER
AND PERFORM THIS AGREEMENT AND OTHER INSTRUMENTS AND DOCUMENTS REQUIRED OR