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On December 22, 1982, pursuant to the Purchase Agreement,
GCC and petitioner entered into the "Lease Agreement", whereby
petitioner leased the computer equipment back to GCC with a term
extending to December 31, 1991. The lease payments followed the
payment schedule under petitioner's Buyer Acquisition Note. The
Lease Agreement required GCC to make rental payments of $830 per
month for the first 36 months, then $11,792.70 for the next 72
months. GCC also agreed to pay petitioner on December 31, 1982,
an additional sum of $1,240.71, as a per diem rental through that
date. After December 31, 1986, GCC was to pay petitioner
supplemental rent equal to 85 percent of the "net rentals" until
petitioner received $80,000. After that, GCC agreed to pay
petitioner 55.25 percent of the "net rentals" through the end of
the lease.
The Lease Agreement between GCC and petitioner contained a
broad indemnity clause providing, in part:
Lessee hereby agrees to assume liability for, and does
hereby agree to indemnify, protect, save and keep
harmless Lessor and Lessor's successors and assigns
from and against, any and all claims, causes of action
or liability (including liability for negligence or in
strict tort), including legal fees, imposed on,
incurred by or asserted against Lessor or any of
Lessor's successors or assigns, in any way relating to
or arising out of ownership, possession, use or
operation of the Equipment; provided, however, that
Lessee shall not be required to indemnify Lessor or
Lessor's successors and assigns for loss or liability
in respect of any unit of Equipment arising from acts
or events which occur after possession of such unit of
Equipment has been delivered to Lessor in accordance
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Last modified: May 25, 2011