Insert this optional 'hell or high water' clause into an equipment lease to govern payments by the Lessee, no matter what.
- The Hell or High Water clause provides that the Lessee (party leasing the equipment) is obligated to pay lease payments regardless of the circumstances and regardless of any right the Lessee may have to set-off or counterclaim against the Lessor.
- You can download a MS Word copy of the clause, or just copy and paste the following text into your equipment lease.
Lessee's Obligations Unconditional (Hell and High Water Clause)
Lessee agrees that its obligation to pay all rent and any other amounts owing hereunder shall be absolute and unconditional under all circumstances. Lessee agrees to pay all rent and any of the other amounts regardless of any claim in the nature of set off or compensation which may be made by Lessee. The Lessee shall not be entitled to any abatement of rent or other amounts payable hereunder by Lessee or any reduction of them including, but not limited to. abatements or deductions due to any present or future claims of the Lessee against Lessor or any assignee, under this agreement or otherwise, or against any manufacturer, vendor or supplier of the equipment, nor, except as otherwise expressly provided in this Agreement, shall any such lease terminate, or the respective obligations of Lessor or Lessee be affected, by reason of any defect in or damage to or loss or destruction of any of the equipment from any cause, the interference with use by any private person, corporation or governmental authority, the invalidity or unenforceability or lack of due authorization of the lease, or for any other cause, any present or future law or regulation to the contrary notwithstanding, it being the intention of the parties to this Agreement that the rents and other amounts payable by the Lessee hereunder shall continue to be payable in all events unless the obligation to pay these amounts shall be terminated pursuant to the express provisions of this Agreement. Lessee acknowledges that the manufacturer, vendor and supplier of the equipment and the equipment and its specifications have all been determined and selected by Lessee and that Lessor has or will have purchased the equipment at the request of Lessee for the purposes of this particular lease agreement. Lessee also acknowledges that it is satisfied with the specifications pertaining, to the equipment and Lessee agrees that if the equipment or any part of it, or any machinery, equipment or other property intended by Lessee or by the manufacturer, vendor or supplier thereof to constitute equipment hereunder, is not properly installed, does not operate as intended by Lessee or as represented or warranted by the manufacturer, vendor or supplier thereof, totally fails to function or perform so as to give rise to a fundamental breach or alleged fundamental breach with respect to this lease agreement or the equipment or part of it, or is unsuitable, unsatisfactory or unacceptable for any other reason, Lessee shall make claim and any complaint thereto solely and directly against the manufacturer, vendor or supplier of the equipment (other than Lessor) and shall unconditionally pay Lessor all rent and other amounts expressed to be payable hereunder.
Last Updated: 23-October-2018