Common use of Conditions Precedent to Delivery Clause in Contracts

Conditions Precedent to Delivery. (a) The obligation of the Seller to sell the Aircraft to the Purchaser shall be subject to the fulfilment of each of the following conditions on or prior to the Delivery Date: (i) the Seller shall have received each of the following documents and evidence to its satisfaction: (A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft; (B) a certified copy of the memorandum and articles of association of the Purchaser; (C) a certified copy of the power of attorney or such other instrument pursuant to which the Purchaser’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Purchaser; (D) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Purchaser; (E) a signed Acceptance Certificate duly executed by the Purchaser’s Authorised Representative; (F) a signed Aircraft or Aircraft Parts Exemption Certificate pursuant to California Sales Tax Regulation 1593; and (G) a certificate of insurance in form and content satisfactory to the Seller evidencing the Insurances in compliance with clause 8.1(b); (ii) the Purchaser shall have received each of the following documents, with any confidential or commercially sensitive information removed: (A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft; (B) a certified copy of the power of attorney or such other instrument pursuant to which the Seller’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Seller; (C) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Seller; (iii) payment of the Completion Payment for the Aircraft in accordance with clause 3.3; and (iv) the representations given by the Purchaser in clause 6.2(b) shall be true and accurate. (b) The foregoing conditions precedent have been inserted for the mutual benefit of the Seller and the Purchaser and may be waived in writing, in whole or in part and with or without conditions, by the Seller and the Purchaser without prejudicing the right of the Seller and the Purchaser to receive fulfilment of such conditions, in whole or in part, at any time thereafter. (c) If any of such conditions precedent remain outstanding at the Delivery Date and are not waived or deferred in writing, either party shall be entitled at any time after such date to terminate its obligations to sell or purchase the Aircraft by notice to the other party, whereupon neither party shall have any further obligation or liability hereunder.

Conditions Precedent to Delivery. (a) The obligation of the Seller to sell the Aircraft to the Purchaser shall be subject to the fulfilment of each of the following conditions on or prior to the Delivery Date: (i) the Seller shall have received each of the following documents and evidence to its satisfaction: (A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft; (B) a certified copy of the memorandum and articles of association of the Purchaser; (C) a certified copy of the power of attorney or such other instrument pursuant to which the Purchaser’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Purchaser; (D) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Purchaser; (E) a signed Acceptance Certificate duly executed by the Purchaser’s Authorised Representative; (F) a signed Aircraft or Aircraft Parts Exemption Certificate pursuant to California Sales Tax Regulation 1593; and (G) a certificate of insurance in form and content satisfactory to the Seller evidencing the Insurances in compliance with clause 8.1(b); (ii) the Purchaser shall have received each of the following documents, with any confidential or commercially sensitive information removed: (A) a signed original execution copy of this Agreement together with any ancillary agreements or letters entered into by the Seller and the Purchaser in connection with the sale of the Aircraft; (B) a certified copy of the power of attorney or such other instrument pursuant to which the Seller’s signatory signs this Agreement (and any other ancillary documents) on behalf of the Seller; (C) a certified copy of all corporate Authorisations (if any) needed to ensure the validity and enforceability of this Agreement against the Seller; (iii) payment of the Completion Payment for the Aircraft in accordance with clause 3.3; and (iv) the representations given by the Purchaser in clause 6.2(b) shall be true and accurate. (b) The foregoing conditions precedent have been inserted for the mutual benefit of the Seller and the Purchaser and may be waived in writing, in whole or in part and with or without conditions, by the Seller and the Purchaser without prejudicing the right of the Seller and the Purchaser to receive fulfilment of such conditions, in whole or in part, at any time thereafter.. Aircraft Sale Agreement Boeing 767-338ER msn 24146 VH-OGA Page 10 of 28 Confidential Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. Execution Version (c) If any of such conditions precedent remain outstanding at the Delivery Date and are not waived or deferred in writing, either party shall be entitled at any time after such date to terminate its obligations to sell or purchase the Aircraft by notice to the other party, whereupon neither party shall have any further obligation or liability hereunder.