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Container Purchase Agreement

This is an actual contract by IEA Income Fund IX.

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Sectors: Services
Governing Law: California , View California State Laws
Effective Date: August 31, 2005
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EXHIBIT 10.2 CONTAINER PURCHASE AGREEMENT Dated as of August 31, 2005By and amongCRONOS CAPITAL CORP., a California corporation,IEA INCOME FUND IX, L.P., a California limited partnershipYORKCONT 1 LP, a British Virgin Islands limited partnership,andYORK GP, LTD., a Cayman Islands exempted company


TABLE OF CONTENTS Page 1. DEFINITIONS 1 2. SALE AND PURCHASE OF THE CONTAINERS AND THE LEASE 2 3. CONSIDERATION FOR THE SALE; ADJUSTMENTS TO PURCHASE PRICE; REVENUE ALLOCATIONS 2 3.01 Consideration 2 3.02 Purchase Price Adjustment 2 3.03 Allocation of Revenues 3 4. CLOSING 3 5. REPRESENTATIONS AND WARRANTIES OF SELLER 3 5.01 Existence Power and Authority 3 5.02 Authorization 3 5.03 No Conflict 4 5.04 Consents 4 5.05 Legal Proceedings 4 5.06 Prior Management Agreements 4 5.07 Title 4 5.08 Compliance with Laws and Regulations 4 5.09 Revenue Distributions 5 5.10 Remarketing Arrangements 5 5.11 No Violation of Lease 5 5.12 Rights to the Leases are Assignable 5 5.13 All Necessary Action Taken 5 5.14 Compliance with the Lease 5 5.15 Notices 5 6. REPRESENTATIONS AND WARRANTIES OF BUYER 5 6.01 Existence, Power and Authority 5 6.02 Authorization 6 6.03 No Conflict 6 6.04 Consents 6 6.05 Legal Proceedings 6 6.06 Compliance with Laws and Regulations 6 7. COVENANTS 6 7.01 Closing 6

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Page 7.02 Sales Tax 6 8. CONDITIONS PRECEDENT TO THE OBLIGATION OF BUYER TO CLOSE 7 8.01 Representations Warranties and Covenants 7 8.02 No Change in Applicable Law 7 8.03 Delivery of Documents 7 8.04 Consent 7 8.05 Satisfaction of Statutory and Regulatory Requirements 8 8.06 No Litigation 8 9. CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE 8 9.01 Representations, Warranties and Covenants 8 9.02 Delivery of Funds and Documents 8 9.03 Satisfaction of Statutory and Regulatory Requirements 8 9.04 No Litigation 8 10. DISCLAIMER OF WARRANTIES BY SELLER 8 11. SURVIVAL OF REPRESENTATIONS AND WARRANTIES 9 12. FURTHER ASSURANCES 9 13. EXPENSES 9 14. BROKERS' FEES 9 15. NOTICES 9 16. WAIVERS AND AMENDMENTS; NON-CONTRACTUAL REMEDIES; PRESERVATION OF REMEDIES 10 17. GOVERNING LAW; DISPUTE RESOLUTION 10 18. BINDING EFFECT; ASSIGNMENT 11 19. COUNTERPARTS 11 20. SEVERABILITY 11 21. INDEMNITIES 11 22. HEADINGS; TABLE OF CONTENTS 13

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Exhibits EXHIBIT LIST OF CONTAINERS A BILL OF SALE B FORM OF ASSIGNMENT C

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CONTAINER PURCHASE AGREEMENT This CONTAINER PURCHASE AGREEMENT is entered into as of August 31, 2005, by and among CRONOS CAPITAL CORP., a California corporation (" CCC" ), IEA INCOME FUND IX, L.P., a California limited partnership (" Seller" ), YORKCONT 1 LP, a British Virgin Islands limited partnership (" Buyer" ) and YORK GP, LTD., a Cayman Islands exempted company (" York GP" ). Recitals A. Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, certain marine cargo shipping containers owned by Seller as more particularly described on Exhibit A attached hereto (the " Containers" ), all upon and subject to the terms and conditions of this Agreement. B. CCC is the general partner of Seller. C. York GP is the general partner of Buyer. D. The Containers are currently subject to Term Lease Agreement No. 90014043, effective July 1, 2003, as amended December 1, 2004 (" Lease" ) by and between Mediterranean Shipping Co. SA (" MSC" ) and Cronos Containers Limited, an English corporation (" CCL" ). Buyer has been provided with a copy of the Lease and has reviewed the same. NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties herein contained, Seller, CCC, York GP and Buyer agree as follows: 1. Definitions . For all purposes of this Agreement, the following terms shall have the following meanings: " Assignment" means an assignment of Seller' s beneficial interest in the Lease with respect to the Containers, in substantially the form attached hereto as Exhibit C . " Bill of Sale" means a bill of sale substantially in the form attached hereto as Exhibit B . " Business Day" means any day except a Saturday, Sunday, or other day on which banks in New York are authorized by law to close. " Closing" means the closing of the sale and purchase of the Containers contemplated by this Agreement. " Closing Date" means the date on which the Closing shall occur as fixed pursuant to Section 4.


" Containers" means each of the cargo containers described on Exhibit A hereto, together with any and all appliances, parts, instruments, appurtenances, accessories and other equipment and components of whatever nature which may from time to time be incorporated or installed in or attached to any thereof and which become the property of the owner thereof under any applicable agreement or law. " Net Revenues" means the revenues payable to the owner of the Containers periodically in arrears based upon the utilization of such Containers, net of expenses of operation and management fees allocated to such Containers. " Prior Management Agreements" means any and all lease or management agreements between Seller and CCC, CCL, or any affiliated person relating to the management and utilization of the Containers. " Transaction Documents" means this Agreement, the Assignment and the Bill of Sale. 2. Sale and Purchase of the Containers and the Lease . On the Closing Date, for the consideration provided in Section 3 and subject to the terms and conditions set forth herein, (i) Seller shall sell to Buyer all of its right, title and interest in and to the Containers, and shall assign, transfer and convey to Buyer all of its beneficial interest in and to the Lease with respect to the Containers, effective from and after the Closing Date; and (ii) Buyer shall purchase from Seller all of Seller' s right, title and interest in and to the Containers and Seller' s beneficial interest in the Lease with respect to the Containers. Effective as of the Closing, the Prior Management Agreements shall cease to be applicable as to future periods to the Containers acquired by Buyer, and Buyer shall neither assume nor have any liability under the Prior Management Agreements. 3. Consideration for the Sale; Adjustments to Purchase Price; Revenue Allocations . 3.01 Consideration . In consideration of the sale of the Containers and the assignment of Seller' s beneficial interest in the Lease with respect to the Containers, Buyer, (a) delivered to Seller on August 22, 2005, a non-refundable sum of $3,750 (the " Deposit" ); and (b) shall, at the Closing, deliver to Seller by wire transfer of immediately available funds the sum of $23,317.95 (together with the Deposit, the " Purchase Price" ). 3.02 Purchase Price Adjustment . If the number of Containers sold by Seller to Buyer is less than the number of Containers listed on Exhibit A hereto, then and in such event Seller (or, if Seller is no longer in existence, CCC) shall refund the amount of any overpayment of the Purchase Price to Buyer within five (5) business days after CCC or CCL becomes aware of the shortfall. Upon the return of any overpayment as called for herein, Seller or CCC, as the case may be, shall be entitled to all casualty payments and sale proceeds attributable to any casualty loss or sale of a Container reported as part of a shortfall hereunder.

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3.03 Allocation of Revenues . (a) The parties acknowledge that all Net Revenues for all periods prior to the Closing Date shall be for the account of and belong to Seller and that all Net Revenues for all periods commencing on and after the Closing Date shall be for the account of and belong to Buyer. (b) Except as otherwise provided in this Section 3.03, (i) if Seller shall at any time receive any distribution, payment or other amount in respect of a Container acquired by Buyer which has become, or which may become, due and payable with respect to any period of time commencing on or after the Closing Date, or which may arise from any act, event or circumstance which occurred after that date, then Seller agrees to hold such amount in trust for the benefit of the Buyer and promptly to deliver said amount to Buyer; and (ii) if Buyer shall receive any distribution, payment or other amount which was due and payable with respect to any period of time prior to the Closing Date, then Buyer agrees to hold such amount in trust for the benefit of Seller and promptly to deliver said amount to Seller, If CCL determines in its final reconciliation for periods ended on or prior to August 31, 2005, that Seller has received pursuant to the Prior Management Agreements an excess distribution or otherwise owes CCL any amount for such periods (any such excess or debt being referred to as a " Deficiency" ), and CCL asserts against or attempts to collect from Buyer any such Deficiency, through offset or otherwise, then Seller or if, at such time, Seller has dissolved or liquidated, CCC shall, upon demand by Buyer, pay such Deficiency to CCL or reimburse Buyer if and to the extent such Deficiency is paid by or assessed against Buyer. 4. Closing . The Closing shall take place at the offices of Greene Radovsky Maloney & Share LLP, Four Embarcadero Center, Suite 4000, San Francisco, California, on August 31, 2005, or at such other dates, times and places as Seller and Buyer shall mutually agree. Immediately upon the Closing, Seller shall be deemed to have delivered the Containers to Buyer and Buyer shall be deemed to have accepted the Containers from Seller without any further action on the part of Buyer or Seller. 5. Representations and Warranties of Seller . Each of CCC and Seller represents and warrants to each of Buyer and York GP as follows: 5.01 Existence, Power and Authority . Seller is a limited partnership, duly organized and validly existing under the laws of the State of California, and has all requisite partnership authority to enter into this the Transaction Documents and to consummate the transactions contemplated hereby and thereby; and CCC is a corporation validly existing and in good standing under the laws of the State of California, and, as its general partner, has the full authority to bind Seller to this Agreement by execution hereof on its behalf. 5.02 Authorization . The execution and delivery of each of the Transaction Documents, and the performance by Seller hereunder and thereunder, have been duly authorized by all requisite partnership or corporate action and proceedings of Seller and CCC, and in accordance with applicable provisions of their organizational documents or applicable law. This Agreement has been duly executed and delivered by Seller, and this Agreement is, and the Bill of Sale and the Assignment when executed and delivered will be, the legal, valid and binding

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obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from time to time in effect which affect creditors' rights generally. 5.03 No Conflict . Neither the execution and delivery of any of the Transaction Documents by Seller, nor the performance by it hereunder or thereunder, will (i) violate, conflict with or constitute a default under any provision of its limited partnership agreement or other applicable charter documents, (ii) conflict with or result in a breach of any indenture or other agreement to which Seller is a party or by which it or its properties are bound, (iii) violate any judgment, order, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, it or its properties, or (iv) constitute a violation by Seller of any law or regulation applicable to it or its properties, except in any case where such violation would not have a material adverse affect on the financial condition of Seller or its ability to perform its obligations under this Agreement. 5.04 Consents . The execution, delivery and performance by Seller of, and the consummation of the transactions contemplated by each of the Transaction Documents do not require (i) any approval or notice to or consent of any person, or any holder of any indebtedness or obligation of any of Seller or any other party to any agreement binding on the Seller, or (ii) any notice to or filing or recording with, or any consent or approval of, any governmental body. 5.05 Legal Proceedings . There are no actions, suits or proceedings pending, or to the knowledge of Seller or CCC, threatened, against Seller or the Containers before any court, arbitrator, administrative or governmental body that, if adversely determined, would hinder or prevent Seller' s ability to carry out the transactions contemplated by any of the Transaction Documents or affect the right, title or interest of Seller in the Containers, and, to their knowledge, there is no basis for any such suits or proceedings. 5.06 Prior Management Agreements . Effective as of the Closing Date, there shall be no Prior Management Agreements and no other agreement (other than the Lease), letters, certificates or other documents of any kind, relating to the Containers which will be binding on Buyer or which will create a lien, charge, security interest or other encumbrance in or on the Containers or any part thereof after the Closing. To Seller' s knowledge, there are no set-offs, defenses or counterclaims available against amounts owed to Seller in respect of the operation of the Containers prior to the Closing Date. No prepayment of rent or prepayment of casualty value under the Prior Management Agreements has been made by CCL or any other party for any period subsequent to the Closing Date. 5.07 Title . Seller is the lawful and rightful sole owner of the Containers and has good right and title to sell the same to Buyer. Seller holds, and on the Closing Date will hold, title to its Containers free and clear of all liens, charges, security interests, or other encumbrances other than the use and possessory interests of CCL and MSC arising under the Lease. Seller has not previously assigned any rights, title or interests of Seller in the Containers to be conveyed to Buyer pursuant hereto. 5.08 Compliance with Laws and Regulations . The sale of the Containers by Seller will not violate any provision of any applicable laws, orders or regulations.

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5.09 Revenue Distributions . Seller shall be entitled to all Net Revenues earned (on an accrual basis) as called for under the Prior Management Agreements for all periods prior to the Closing Date. Seller has not directly or indirectly received any prepayment or distribution of Net Revenues or other distributions (including casualty payments) for any period on or after the Closing Date. As of the Closing Date, Seller has paid or satisfied all prior operating deficit balances relating to periods of allocated expenses in excess of allocated revenues, and there are no accrued deficits which could be offset against Net Revenues allocable to Buyer hereunder. 5.10 Remarketing Arrangements . The Containers are not subject to any remarketing, residual sharing or similar agreement which would be binding upon or enforceable against Buyer or, following the sale of such Containers to Buyer hereunder, against the Containers or against the p
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