Aircraft Purchase Agreement. The principal terms of the Aircraft Purchase Agreement are set out as follows: Date: 28 September 2023 Counterparties: (i) the Company (as the purchaser)
Aircraft Purchase Agreement. In order to implement the Aircraft Transactions, the Parties agree as promptly as practicable (a) following the date of this Agreement but in any event no later than [***], to finalize and enter into an agreement for the purchase and sale of certain aircraft substantially in the form attached hereto as Exhibit A-1 (the “Aircraft Purchase Agreement”) except as to certain engine maintenance and delivery condition terms, which require additional information from the applicable manufacturer or other third parties, and (b) upon and subject to the terms and conditions set forth in the Aircraft Purchase Agreement, consummate the transactions described therein.
Aircraft Purchase Agreement. Sellers and Buyer shall have executed an Aircraft Purchase Agreement in the form agreed upon by Buyer and Sellers (the "AIRCRAFT PURCHASE AGREEMENT").
Aircraft Purchase Agreement. Upon notice of a satisfactory visual inspection, Purchaser and Seller shall negotiate and agree to a mutually acceptable Aircraft Purchase Agreement (“Agreement”). The Agreement shall provide detailed terms and conditions of this transaction and will conform to the general terms contained in this LOI. Purchaser and Seller shall execute a mutually acceptable Agreement within fourteen (14) business days thereafter (unless otherwise mutually extended).
Aircraft Purchase Agreement. The Borrower is not in default of any of its obligations under the Aircraft Purchase Agreement, the Aircraft Purchase Agreement is in full force and effect and, to the knowledge, information and belief of Borrower’s Responsible Officers, the Aircraft Manufacturer is not in default of its obligations under the Aircraft Purchase Agreement. The Borrower has not entered into any agreement with the Aircraft Manufacturer (including any portion or provision of the Aircraft Purchase Agreement that is not being assigned to the Security Trustee in accordance with the Security Documents) that adversely affects the rights of the Security Trustee under the Assigned Aircraft Purchase Agreement in any material respect. As at the date hereof, Schedule 3 accurately reflects the timing and amounts of Pre Delivery Payments due under the Aircraft Purchase Agreement, and all Pre Delivery Payments that have fallen due prior to the date hereof have been paid in full by the Borrower (excluding, for the avoidance of doubt, any such payments that have been deferred in a manner consistent with the terms of the Assigned Aircraft Purchase Agreement). The Detailed Specification for the Aircraft requires the Aircraft to be delivered in freighter configuration. The portions of the Aircraft Purchase Agreement posted on the following website on the date hereof: hxxx://xxx.xxx.xxx/Xxxxxxxx/exxxx/data/1135185/000093041306007829/c45137_ex10-1.txt, are true and accurate. The Aircraft constitute aircraft that are the subject matter of the Assigned Purchase Agreement.
Aircraft Purchase Agreement. The Borrower shall not, without the prior written consent of the Security Trustee (such consent, in the case of clause (iii) or (iv) of this Section 10.9, to be given if it would be unreasonable for the Borrower to withhold the consent to assignment requested of it by the Aircraft Manufacturer and the Borrower is under a “reasonableness” obligation in respect thereof):
(i) rescind, cancel, terminate or cause the termination of the Aircraft Purchase Agreement or enter into any agreement with the Aircraft Manufacturer which would rescind, cancel or terminate the Aircraft Purchase Agreement, in each case insofar as it relates to any Aircraft as to which a Loan is outstanding or the Collateral (or any part thereof);
(ii) enter into any agreement with the Aircraft Manufacturer to amend, waive or otherwise modify any provision of the Aircraft Purchase Agreement (insofar as it relates to any Aircraft as to which a Loan is outstanding or the Collateral (or any part thereof)) which would adversely affect the Security Trustee’s interest in the Collateral in any material respect, including, without limitation, (A) result in an increase of the Lenders’ Purchase Price other than in accordance with Section 10.6 or (B) amending the Pre Delivery Payment Dates or any Scheduled Delivery Month;
(iii) except as permitted under the Aircraft Purchase Agreement, consent to any assignment by the Aircraft Manufacturer of its rights under the Aircraft Purchase Agreement (insofar as it relates to an Aircraft as to which a Loan is outstanding or any part thereof) or under the Consent and Agreement;
(iv) request or consent to any Pre Delivery Payment to be transferred to or applied towards any aircraft, other than towards the Aircraft to which such Pre Delivery Payment relates; or
(v) amend the “Basic Specification” of the Aircraft so that the Aircraft would not be in cargo configuration.
Aircraft Purchase Agreement. Date: Parties:
Aircraft Purchase Agreement. This Letter of Intent shall be super-ceded by a mutually agreeable Aircraft Purchase Agreement (“APA”) incorporating these terms and ratified within five (5) business days following acceptance of this offer to purchase with first draft prepared by the Seller. No rights shall be created and this LOI shall be non-binding on either party until the APA is ratified and the Escrow Deposit is received at the Escrow Company from the Buyer.
Aircraft Purchase Agreement. The LLCs shall have executed and delivered, or caused to be delivered, to Buyer an aircraft purchase agreement in substantially the form attached hereto as Exhibit C (the “Aircraft Purchase Agreement”).
Aircraft Purchase Agreement. The Aircraft Purchase Agreement, duly executed by Buyer.
