Authorization, Execution and Delivery of Documents. This Agreement and each of the other Operative Documents (including all schedules, annexes and exhibits thereto) required to be entered into on or prior to the A Warrant Date shall have been duly authorized, executed and delivered by each of the parties thereto (other than Holdings) and shall be in full force and effect.
Authorization, Execution and Delivery of Documents. The following documents shall have been duly authorized, executed and delivered by the PARTICIPATION AGREEMENT [N605SW] -6- 12 respective party or parties thereto, shall each be satisfactory in form and substance to the Participants and shall be in full force and effect and executed counterparts shall have been delivered to each Participant and its respective counsel; provided, that only the Original Loan Participant shall receive an executed original of the Series SWA 1995 Trust N605SW-I Certificate, only the Indenture Trustee, acting on behalf of the Holders, shall receive the original counterpart of the Lease and the initial Lease Supplement, and only Lessee and the Owner Participant shall receive copies of the Tax Indemnity Agreement:
(1) the Lease;
(2) a Lease Supplement covering the Aircraft and dated the Delivery Date;
(3) the Tax Indemnity Agreement;
(4) the Trust Agreement;
(5) a Trust Supplement covering the Aircraft and dated the Delivery Date;
(6) the Bills of Sale and an invoice from Lessee specifying the Lessor's Cost and dated the Delivery Date;
(7) the Purchase Agreement Assignment;
(8) an acceptance certificate covering the Aircraft in the form agreed to by the Participants and Lessee (the "Acceptance Certificate") duly completed and executed by the Owner Trustee or its agent, which shall be a representative of Lessee, and by such representative on behalf of Lessee;
(9) the Trust Indenture;
(10) the Series SWA 1995 Trust N605SW-I Certificate;
(11) the Manufacturer's Consent; and
Authorization, Execution and Delivery of Documents. The following -------------------------------------------------- documents shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect on the Delivery Date without any event or condition having occurred or existing which constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any thereof, and an executed counterpart of each thereof shall have been delivered to Initial Note Purchaser, Indenture Trustee, Owner Trustee, each Lessee, Owner Participant, and their respective counsel; provided, however, that the Tax -------- ------- Indemnification Agreement shall be delivered to each Lessee and Owner Participant and their respective counsel only:
(i) this Agreement; (ii) the Lease; (iii) the Tax Indemnification Agreement; (iv) the Indenture; (v) the Purchase Agreement; (vi) the Service Agreement; (vii) the Guaranty Agreement; (viii) the Trust Agreement; (ix) the Xxxx of Sale; and (x) the Consent and Agreement.
Authorization, Execution and Delivery of Documents. Each of the Transaction Documents entered into or required to be entered into on or prior to the Closing Date shall have been duly authorized, executed and available for delivery by each of the parties thereto (other than such Party). Such Party shall have received a true and correct copy of each Transaction Document (not furnished in original form) entered into or required to be entered into on or prior to the Closing Date, including without limitation all amendments and supplements to each such Transaction Document.
Authorization, Execution and Delivery of Documents. At the Closing, the Legal Documents, the Bonds and the Official Statement shall have been duly authorized, executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and said agreements shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and each shall be in full force and effect.
Authorization, Execution and Delivery of Documents. The Participation Agreement, the Guaranty, the Lease, the Rent Assignment Agreement, the Memorandum of Lease Amendment, the Security Instruments (other than the UCC Financing Statements) and the Fee Letters shall have been duly authorized, executed and delivered by each of the other initial parties thereto, shall (to the extent the form and substance thereof shall not be prescribed hereby) be in form and substance satisfactory to each Participant and Lessee, and copies of an executed counterpart of each thereof (except for each Fee Letter, originals and copies of which shall only be delivered to the parties thereto) shall have been received by each of the Participants, the Administrative Agent, Lessee and Lessor. All documents and instruments required to be delivered on the Execution Date are to be delivered at the offices of Cxxxxxx and Cxxxxx LLP, 300 X. Xxxxx Xx, 00xx Xxxxx, Xxxxxxx, XX 00000, Attention: Vxxxxxx X. Xxxxxxxxx, Esq., or at such other location as determined by the Lessor and the Lessee.
Authorization, Execution and Delivery of Documents. The following documents shall have been duly authorized, executed and delivered (as applicable) by the respective party or parties thereto (other than a Seller Party), shall (assuming due authorization, execution and delivery (as applicable) by such Seller Party party thereto) be in full force and effect on the Closing Date and executed counterparts of each thereof (as applicable) shall have been delivered to Seller:
(a) the Bills of Sale (for the Vessels at the Initial Closing and for the tendered Unavailable Vessel at a Supplemental Closing), substantially in the forms attached hereto as Exhibit F and Exhibit G;
(b) the Assignment and Assumption Agreement (with respect to the Assumed Liabilities at the Initial Closing and the Unavailable Vessel Assumed Liabilities at any Supplemental Closings), substantially in the form attached hereto as Exhibit A;
(c) the Ancillary Agreements (with respect to the Initial Closing only, other than a Xxxxxxx Agreement, to the extent necessary to cover an Unavailable Vessel subsequently purchased pursuant to Section 3.5 at a Supplemental Closing), substantially in the forms attached hereto as Exhibit B, Exhibit C and Exhibit D;
(d) a protocol of delivery and acceptance for each Vessel (or each tendered Unavailable Vessel at a Supplemental Closing);
(e) an officer’s certificate of Purchaser (signed on behalf of such entity by its president) dated as of the Closing Date certifying the fulfillment of the conditions set forth in Section 9.2 and Section 9.3;
(f) the GEL Guaranty (with respect to the Initial Closing only), substantially in the form attached hereto as Exhibit I;
(g) the Letter Agreement, substantially in the form of Exhibit L; and
(h) such other documents and certificates as Seller shall have reasonably requested in connection with the transactions contemplated by this Agreement, including without limitation secretary’s certifications typical of transactions of this nature.
Authorization, Execution and Delivery of Documents. The Sublessor shall have duly authorized, executed and delivered the Operative Agreements and the Escrow Agreement and Continental shall have duly authorized, executed and delivered the MSA and all such agreements shall be in full force and effect on the Delivery Date.
Authorization, Execution and Delivery of Documents. The Operative Agreements, the MSA and the Escrow Agreement shall have been duly authorized, executed and delivered by Sublessee and shall be in full force and effect on the Delivery Date.
Authorization, Execution and Delivery of Documents. The following documents shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in the form attached hereto, shall be in full force and effect on the Purchase Date without any event or condition having occurred or existing that constitutes, or with the giving of notice or lapse of time or both would constitute, a default thereunder or breach thereof or would give any party thereto the right to terminate any thereof, and an executed counterpart of each thereof shall have been delivered to the Parties as indicated hereinafter, with a copy thereof to each other Party:
(i) this Agreement, delivered to each Party;
(ii) the Acknowledgement and Release, delivered to PGE;
(iii) the Bargain and Sale Deed, Xxxx of Sale and Release, delivered to PGE;
(iv) the Indenture Trustee Release, delivered to PGE; and
(v) the Owner Participant Release, delivered to PGE.
