Common use of Closing Conditions Precedent Clause in Contracts

Closing Conditions Precedent. The transactions and acts set forth in this Section 6 shall be per- formed at the time of delivery to Buyer of the Aircraft in the order set forth below but shall be deemed to have occurred simultaneously. 6.01. At delivery of the title to the Aircraft to Buyer, Seller shall deliver to Buyer or Buyer's designee the following documents (fully executed and in proper form for filing), the delivery of which are conditions precedent to Buyer's obligation to pay the Purchase Price pursuant to this Agreement: (a) A duly executed FAA form Xxxx of Sale (AC Form 8050-2 or its equivalent) conveying to Buyer all of Seller's right, title and interest in and to the Aircraft as set forth in the Xxxx of Sale, and a duly executed long form Warranty Xxxx of Sale for the Aircraft, substantially in the form of Exhibit E hereto, the Data and the Certificate of Airworthiness; (b) True and correct copies of releases of any and all mortgages, liens, charges, claims, security interests, leases and encumbrances of any nature whatsoever against the Aircraft and the original copies of such releases available for immediate filing with the FAA; (c) The Data related to the Aircraft in Seller's possession (if any); (d) A duly executed Assignment of Warranties for the Aircraft in the form attached hereto as Exhibit F; (e) A certificate of Seller in the form of Exhibit G-1 hereto, certifying that the representations and warranties of Seller set forth herein are true and correct (and such representations and warranties shall be true and correct) on such delivery date; (f) The Lease Termination provided for in Section 3.06 hereof; and (g) Such other documents required by this Agreement.

Closing Conditions Precedent. The transactions and acts set forth in this Section 6 shall be per- formed at the time of delivery to Buyer of the Aircraft in the order set forth below but shall be deemed to have occurred simultaneously. 6.01. At delivery of the title to the Aircraft to Buyer, Seller shall deliver to Buyer or Buyer's designee the following documents (fully executed and in proper form for filing), the delivery of which are conditions precedent to Buyer's obligation to pay the Purchase Price pursuant to this Agreement: (a) A duly executed FAA form The Closing on the Purchase of the Assets and assumption of the Obligations shall take place on a date which is exactly thirty (30) days from the date that the PUC grants a written order approving the Application. The Closing shall take place at the law offices of Broughal & XxXxxx, L.L.P., 00 Xxxx of Sale (AC Form 8050-2 Xxxxxx Xxxxxx, Xxxxxxxxx, XX, or its equivalent) conveying to Buyer all of Seller's right, title and interest in and to such other location as the Aircraft as set forth in the Xxxx of Sale, and a duly executed long form Warranty Xxxx of Sale for the Aircraft, substantially in the form of Exhibit E hereto, the Data and the Certificate of Airworthiness;Parties may agree. (b) True and correct copies of releases of any and all mortgages, liens, charges, claims, security interests, leases and encumbrances of any nature whatsoever against the Aircraft The Closing and the original copies rights and obligations of such releases available for immediate filing with the FAA;Parties shall be conditioned upon the following: (1) The PUC approving the Application; and (2) The COB and EAT passing an ordinance by the appropriate body, pursuant to the Intergovernmental Cooperation Law, approving this Agreement within ninety (90) days of the Effective Date. (c) The Data related to In the Aircraft event the conditions contained in Seller's possession subparagraphs (if any);a) and (b) above are not met, this Agreement shall be immediately terminated and shall become null and void. (d) A duly executed Assignment In the event the conditions contained in subparagraphs (a) and (b) above are met, the following shall occur at Closing: (1) EAT and EATMA shall provide the following to the BA and/or COB: (i) Special Warranty Deed in favor of Warranties the BA for any real property being acquired as part of the Assets, free and clear of any liens or encumbrances, except for the Aircraft in the form attached hereto as Exhibit FObligations; (eii) A certificate Bill of Seller Sale in favor of the form BA for the remaining Assets, which are not real estate, free and clear of Exhibit G-1 heretoany liens and encumbrances, certifying that except for the representations and warranties of Seller set forth herein are true and correct (and such representations and warranties shall be true and correct) on such delivery dateObligations; (fiii) The Lease Termination provided An assignment in favor of the COB for all permits, easements, contracts and agreements referred to in Section 3.06 hereofExhibit “A”, including the Bath Contract; (iv) A certified copy of the Ordinance approving this Agreement adopted by EA; and (gv) Such other documents required A Resolution by the EATMA approving this AgreementAgreement and the transfer of the Assets. (2) BA and/or COB shall provide to EAT: (i) An assumption agreement executed by the COB assuming all of the Obligations; (ii) A certified copy of the Ordinance approving this Agreement adopted by the COB; and (iii) A Resolution of the BA approving this Agreement and the acquisition of the Assets and assuring all the Obligations.