EXHIBIT 10.15
CLOSING ITEM NO.: A-4
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COUNTIES OF WARREN AND WASHINGTON
INDUSTRIAL DEVELOPMENT AGENCY
AND
ANGIODYNAMICS, INC.
INSTALLMENT SALE AGREEMENT
DATED AS OF AUGUST 1, 2002
CERTAIN RIGHTS OF COUNTIES OF WARREN AND WASHINGTON INDUSTRIAL DEVELOPMENT AGENCY (the "ISSUER") UNDER THIS INSTALLMENT SALE AGREEMENT AND CERTAIN MONEYS DUE AND TO BECOME DUE TO THE ISSUER HEREUNDER, HAVE BEEN ASSIGNED (A) TO THE HUNTINGTON NATIONAL BANK, AS TRUSTEE (the "TRUSTEE"), PURSUANT TO A PLEDGE AND ASSIGNMENT DATED AS OF AUGUST 1, 2002 FROM THE ISSUER TO THETRUSTEE AND (B) TO KEYBANK NATIONAL ASSOCIATION (the "BANK") PURSUANT TO A MORTGAGE AND SECURITY AGREEMENT DATED AS OF AUGUST 1, 2002 FROM THE ISSUER AND ANGIODYNAMICS, INC. TO THE BANK.
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THIS INSTALLMENT SALE AGREEMENT IS INTENDED TO CONSTITUTE A SECURITY AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW YORK.
TABLE OF CONTENTS
(This Table of Contents is not part of the Installment Sale
Agreement and is for convenience of reference only.)
PARYIES PAGE
ARTICLE II
REPRESENTATIONS, WARRANTIESAND COVENANTS
SECTION 2.1. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.........................
SECTION 2.2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY..................
SECTION 2.3. COVENANT WITH TRUSTEE, BONDHOLDERS AND BANK
ARTICLE III
CONVEYANCE AND USE OFTHE PROJECT FACILITY
SECTION 3.1. CONVEYANCE TO THE ISSUER
SECTION 3.2. USE OF THE PROJECT FACILITY
SECTION 3.3. HAZARDOUS MATERIALS
ARTICLE IV
UNDERTAKING AND COMPLETION OF THE PROJECT;
ISSUANCE OF BONDS; USE OF BOND PROCEEDS
SECTION 4.1. ACQUISITION, CONSTRUCTION AND INSTALLATION OF THE PROJECT FACILITY
SECTION 4.2. ISSUANCE OF THE BONDS
SECTION 4.3. APPLICATION OF BOND PROCEEDS
SECTION 4.4. COMPLETION OF THE PROJECT FACILITY
SECTION 4.5. COMPLETION BY THE COMPANY
SECTION 5.1. AGREEMENT TO CONVEY THE PROJECT FACILITY
SECTION 5.2. CONVEYANCE; INSTRUMENTS; SURVIVAL.
SECTION 5.3. INSTALLMENT PURCHASE PAYMENTS AND OTHER AMOUNTS PAYABLE.....................
SECTION 5.4. NATURE OF OBLIGATIONS OF THE COMPANY HEREUNDER.
SECTION 5.5. PREPAYMENT OF INSTALLMENT PURCHASE PAYMENTS
SECTION 5.7. GRANT OF SECURITY INTEREST
SECTION 5.8. THE CREDIT FACILITY
SECTION 5.9. EARLIER CONVEYANCE OF PROJECT FACILITY
ARTICLE VI
MAINTENANCE, MODIFICATIONS, TAXES AND INSURANCE
SECTION 6.1. MAINTENANCE AND MODIFICATION OF THE PROJECT FACILITY...................
SECTION 6.2. TAXES, ASSESSMENTS AND UTILITY CHARGES
SECTION 6.3. INSURANCE REQUIRED
SECTION 6.4. ADDITIONAL PROVISIONS RESPECTING INSURANCE
SECTION 6.5. APPLICATION OF NET PROCEEDS OF INSURANCE
ARTICLE VII
DAMAGE, DESTRUCTION AND CONDEMNATION
SECTION 7.1. DAMAGE OR DESTRUCTION
SECTION 7.3. ADDITIONS TO THE PROJECT FACILITY
ARTICLE VIII
SPECIAL COVENANTS
SECTION 8.1. NO WARRANTY OF CONDITION OR SUITABILITY BY ISSUER; ACCEPTANCE "AS IS"
SECTION 8.2. HOLD HARMLESS PROVISIONS
SECTION 8.3. RIGHT OF ACCESS TO THE PROJECT FACILITY
SECTION 8.5. AGREEMENT TO PROVIDE INFORMATION
SECTION 8.6. BOOKS OF RECORD AND ACCOUNT; COMPLIANCE CERTIFICATES......
SECTION 8.7. COMPLIANCE WITH APPLICABLE LAWS
SECTION 8.8. DISCHARGE OF LIENS AND ENCUMBRANCES
SECTION 8.9. PERFORMANCE OF THE COMPANY'S OBLIGATIONS
SECTION 8.10. DEPRECIATION DEDUCTIONS AND TAX CREDITS
SECTION 8.11. COVENANT AGAINST ARBITRAGE BONDS
SECTION 8.12. IDENTIFICATION OF EQUIPMENT
SECTION 8.13. INDEMNIFICATION OF THE TRUSTEE
SECTION 8.14. INDEMNIFICATION OF THE BANK
SECTION 8.15. EMPLOYMENT OPPORTUNITIES
SECTION 8.16. SALES AND USE TAX EXEMPTION
ARTICLE IX
ASSIGNMENTS; MERGER OF THE ISSUER
SECTION 9.1. ASSIGNMENT OF INSTALLMENT SALE AGREEMENT BY THE COMPANY............. ....
SECTION 9.2. PLEDGE AND ASSIGNMENT OF ISSUER'S INTERESTS TO TRUSTEE..............
SECTION 9.3. MERGER OF THE ISSUER
SECTION 9.4. SALE OR LEASE OF THE PROJECT FACILITY
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES
SECTION 10.1. EVENTS OF DEFAULT DEFINED
SECTION 10.2. REMEDIES ON DEFAULT.
SECTION 10.3. REMEDIES CUMULATIVE
SECTION 10.4. AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES
SECTION 10.5. NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER
SECTION 11.5. EXECUTION OF COUNTERPARTS
SECTION 11.7. RECORDING AND FILING
SECTION 11.8. SURVIVAL OF OBLIGATIONS
SECTION 11.9. TABLE OF CONTENTS AND SECTION HEADINGS NOT CONTROLLING....
SECTION 11.10. NO RECOURSE; SPECIAL OBLIGATION
EXHIBIT A DESCRIPTION OF THE EQUIPMENT
EXHIBIT B FORM OF BILL OF SALE TO COMPANY
EXHIBIT C FORM OF TERMINATION OF INSTALLMENT SALE AGREEMENT
EXHIBIT D FORM OF SALES TAX EXEMPTION LETTER
EXHIBIT E CURRENT FORM OF ANNUAL REPORT
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