Common use of Existing Lessor Conditions Precedent Clause in Contracts

Existing Lessor Conditions Precedent. It shall be a condition precedent for the Existing Lessor to the occurrence of the Effective Time that each of the following have been satisfied or waived or deferred. (a) On or before the Effective Time, the Existing Lessor will have received the following in form and substance reasonably satisfactory to the Existing Lessor: (i) copy of the certificate of insurance and brokers' undertaking relating to the insurances in compliance with the provisions of the Lease and this Agreement; and (ii) a certificate from a duly authorised officer of the Lessee and the New Lessor: (A) attaching in respect of each of the Lessee and the New Lessor copies of: (1) its constitutional documents; (2) all necessary corporate authorisations approving the terms of, and the transactions contemplated by the Transaction Documents to which it is a party; (3) the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and (4) the specimen signature of each person authorised pursuant to the above; and 19 Other lessee conditions precedent to be added on a case by case basis as required (B) certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies. (iii) copies of each of the Transaction Documents duly executed by each of the parties thereto; (b) Each of the representations of the New Lessor and the Lessee set forth herein shall be true and accurate by reference to the facts and circumstances then existing. The conditions precedent specified in this paragraph 3 of Schedule 2 above have been inserted for the benefit solely of the Existing Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions, without prejudicing the right to receive fulfilment of such conditions.

Existing Lessor Conditions Precedent. It shall be a condition precedent for the Existing Lessor to the occurrence of the Effective Time that each of the following have been satisfied or waived or deferred. (a) . On or before the Effective Time, the Existing Lessor will have received the following in form and substance reasonably satisfactory to the Existing Lessor: (i) : copy of the certificate of insurance and brokers' undertaking relating to the insurances in compliance with the provisions of the Lease and this Agreement; and (ii) and a certificate from a duly authorised officer of the Lessee and the New Lessor: (A) : attaching in respect of each of the Lessee and the New Lessor copies of: (1) : its constitutional documents; (2) ; all necessary corporate authorisations approving the terms of, and the transactions contemplated by the Transaction Documents to which it is a party; (3) ; the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and (4) and the specimen signature of each person authorised pursuant to the above; and 19 Other lessee conditions precedent to be added on a case by case basis as required (B) certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies. (iii) . copies of each of the Transaction Documents duly executed by each of the parties thereto; (b) ; Each of the representations of the New Lessor and the Lessee set forth herein shall be true and accurate by reference to the facts and circumstances then existing. The conditions precedent specified in this paragraph 3 of Schedule 2 3 above have been inserted for the benefit solely of the Existing Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions, without prejudicing the right to receive fulfilment of such conditions. AMENDMENTS TO THE LEASE [This Schedule will list out the non-substantive administrative changes necessary to the Lease which are required in order to reflect the change in ownership structure, to include changes to bank details, notice details, party details and other similar issues. Suggested drafting is included below, but will need to be adapted to reflect the relevant clauses of the underlying Lease]. It is hereby agreed that from and after the Effective Time, the Lease as novated pursuant to Clause 2.1 of this Agreement shall be amended as set out in this Schedule 4.

Existing Lessor Conditions Precedent. It shall be a condition precedent for the Existing Lessor to the occurrence of the Effective Time that each of the following have been satisfied or waived or deferred. (a) On or before the Effective Time, the Existing Lessor will shall have received evidence of the following in form and substance reasonably satisfactory to the Existing Lessor: (ia) copy a counterpart of the certificate this Deed of insurance Lease Novation executed by Lessee and brokers' undertaking relating to the insurances in compliance with the provisions of the Lease and this Agreement; andNew Lessor; (iib) a certificate from a duly authorised officer of Lessee (together with attachments) in the Lessee and the New Lessor: form of Schedule 6, (Ai) attaching in respect of each confirming that approval of the Lessee and the New Lessor copies of: (1) its constitutional documents; (2) all necessary corporate authorisations approving the terms of, of and the transactions contemplated by this Deed of Lease Novation has been granted, (ii) attaching a shareholder’s resolution approving the Transaction Documents transactions contemplated by this Deed of Lease Novation and confirming the authority of the management board to which it is enter into this Deed of Lease Novation and all documents to be entered into by Lessee hereunder and a partypower of attorney of Lessee authorising a specified person or persons to execute this Deed of Lease Novation and all other documents to be delivered by Lessee under this Deed of Lease Novation, (iii) confirming the representations and warranties made by Lessee in the Lease are true and correct on the date of the certificate and (iv) attaching Lessee’s current articles of association, constitutional documents, registry card, operating license, noise certificate, station license for the radio stations on board the Aircraft and air operator certificate issued by the Aviation Authority; (3c) a copy of the powers certificates of insurance and reinsurance and brokers' undertakings relating to the insurances and the reinsurances in compliance with the provisions of this Deed of Lease Novation and the Novated Lease Documents; (d) completion of the sale of the Aircraft pursuant to the Sale Agreement, or Existing Lessor being satisfied that such sale will be completed simultaneously with the assignment of the Lease Documents pursuant to this Deed of Lease Novation; (e) a copy of the Effective Time Notice executed by Lessee and New Lessor (delivered in escrow); (f) all conditions precedent in favor of Existing Lessor, as seller, under the Sale Agreement have been satisfied or waived by Existing Lessor; (g) a certificate from a duly authorised officer of New Lessor (together with attachments) (i) confirming that approval of the terms of and the transactions contemplated by this Deed of Lease Novation has been granted, (ii) attaching New Lessor’s constitutional documents and (iii) attaching a certificate of incumbency or power of attorney (if any) required of New Lessor authorising a specified person or persons to execute this Deed of Lease Novation and all documents to be delivered by such entity to authorise the execution and performance New Lessor under this Deed of the Transaction Documents and any other agreements or instruments to which it is a partyLease Novation; and (4h) the specimen signature representations and warranties of each person authorised pursuant to the above; Lessee under Clause 4.3 and 19 Other lessee conditions precedent to of New Lessor under Clause 4.1 of this Deed of Lease Novation shall be added on a case by case basis as required (B) certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copieswould be correct if repeated at the Effective Time. (iii) copies of each of the Transaction Documents duly executed by each of the parties thereto; (b) Each of the representations of the New Lessor and the Lessee set forth herein shall be true and accurate by reference to the facts and circumstances then existing. The conditions precedent specified in this paragraph 3 of Schedule 2 above have been inserted for the benefit solely of the Existing Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions, without prejudicing the right to receive fulfilment of such conditions.

Existing Lessor Conditions Precedent. It shall be a condition precedent for the Existing Lessor to the occurrence of the Effective Time that each of the following have been satisfied or waived or deferred. (a) . On or before the Effective Time, the Existing Lessor will have received the following in form and substance reasonably satisfactory to the Existing Lessor: (i) : copy of the certificate of insurance and brokers' undertaking relating to the insurances in compliance with the provisions of the Lease and this Agreement; and (ii) and a certificate from a duly authorised officer of the Lessee and the New Lessor: (A) : attaching in respect of each of the Lessee and the New Lessor copies of: (1) : its constitutional documents; (2) ; all necessary corporate authorisations approving the terms of, and the transactions contemplated by the Transaction Documents to which it is a party; (3) ; the powers of attorney (if any) required by such entity to authorise the execution and performance of the Transaction Documents and any other agreements or instruments to which it is a party; and (4) and the specimen signature of each person authorised pursuant to the above; and 19 Other lessee conditions precedent to be added on a case by case basis as required (B) certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies. (iii) . copies of each of the Transaction Documents duly executed by each of the parties thereto; (b) ; Each of the representations of the New Lessor and the Lessee set forth herein shall be true and accurate by reference to the facts and circumstances then existing. The conditions precedent specified in this paragraph 3 of Schedule 2 above have been inserted for the benefit solely of the Existing Lessor and may be waived, deferred or extended in writing in whole or in part and with or without conditions, without prejudicing the right to receive fulfilment of such conditions. Amendments to the Lease [This Schedule will list out the non-substantive administrative changes necessary to the Lease which are required in order to reflect the change in ownership structure, to include changes to bank details, notice details, party details and other similar issues. Suggested drafting is included below, but will need to be adapted to reflect the relevant clauses of the underlying Lease]. It is hereby agreed that from and after the Effective Time, the Lease as novated pursuant to Clause 2.1 of this Agreement shall be amended as set out in this Schedule 3.