LESSEE CONDITIONS PRECEDENT. The obligation of Lessee to lease the Aircraft from Lessor under this Agreement is subject to, save as provided below, on or prior to the Delivery Date:
(a) Lessee receiving the following documents in form and substance satisfactory to it:
(i) an incumbency certificate of Lessor as to the persons or persons authorized to execute and deliver this Agreement, and the other Operative Documents to which Lessor is a party and the signatures of such person or persons;
(ii) a copy of the resolutions of the board of directors of Wilmington, certified by the Secretary or an Assistant Secretary of Wilmington, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf of Lessor in connection with the transactions contemplated hereby;
(iii) a copy of the resolutions of the board of directors of Guarantor, certified by the Secretary or an Assistant Secretary of Guarantor, duly authorizing the transactions contemplated by the Guaranty and the execution and delivery of the Guaranty on behalf of Guarantor;
(iv) a copy of the articles of association or certificate of incorporation of Wilmington, certified by the Secretary or an Assistant Secretary of Wilmington;
(v) a copy of the memorandum and articles of association and certificate of incorporation of Guarantor, certified by the Secretary or an Assistant Secretary of Guarantor;
(vi) this Agreement and each of the following documents dated on or before the Delivery Date and duly executed by the parties thereto:
(1) the Lease Supplement; [**]—Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (2) the Purchase Agreement Assignment;
LESSEE CONDITIONS PRECEDENT. The conditions precedent to Lessee's obligation to accept and to commence the leasing of the Aircraft are as follows. All documents delivered to Lessee pursuant to this Schedule 3 will be in English.
LESSEE CONDITIONS PRECEDENT. On or before the Scheduled Delivery Date, Lessor shall comply with the Conditions Precedent set out below by ensuring that Lessee receives the following documents and by taking the actions described below, in each case in a manner satisfactory to Lessee. All documents delivered to Lessor pursuant to this Schedule 3 will be in English:
LESSEE CONDITIONS PRECEDENT. 1
1.1 Receipt by Lessee from Lessor not less than two (2) Business Days prior to the Delivery Date of the following satisfactory in form and substance to Lessee:
(a) a copy of the constitutional documents of Lessor certified by an officer of Lessor to be true, complete and up to date;
(b) a copy of a resolution of the board of directors of Lessor approving the terms of, and the transactions contemplated by, the Transaction Documents to which Lessor is a party, resolving that Lessor enter into the Transaction Documents to which Lessor is a party and authorising a specified person or persons to execute the Transaction Documents to which Lessor is a party.
1.2 Receipt by Lessee from Lessor on or prior to the Delivery Date of:
(a) the Transaction Documents to which Lessor is a party (other than this Agreement) executed by Lessor;
(b) the Quiet Enjoyment Letter; and
(c) evidence that an opinion in such form as may be approved by Lessee (acting reasonably) and addressed to Lessee will be issued on the Delivery Date by XxXxxx XxxxXxxxxx, Lessor’s counsel in Ireland, as to the due execution and enforceability of this Agreement.
1.3 The representations and warranties of Lessor in Part 2 of Appendix 3 of this Agreement are correct and would be correct if repeated at Delivery.
1.4 Following completion of the Pre-Delivery Procedure, Lessee shall have ascertained that the Aircraft meets the Delivery Condition.
LESSEE CONDITIONS PRECEDENT. Lessee’s obligation to accept delivery of the Aircraft under this Agreement is subject to the following conditions precedent:
LESSEE CONDITIONS PRECEDENT. Lessor's obligation to deliver and commence the leasing of the Aircraft under this Agreement is subject to satisfaction of each of the Lessee Conditions Precedent specified in Schedule 3.
LESSEE CONDITIONS PRECEDENT. At or before the Effective Time, Lessee will have received the following in form and substance satisfactory to Lessee:
(a) Constitutional Documents: a certified copy of the constitutional documents of New Lessor;
LESSEE CONDITIONS PRECEDENT. Lessee shall have received each of the following documents and evidence, subject to any additions in Part I, point 6C of the Assignment, Assumption and Amendment Agreement:
(a) evidence of acceptance of appointment by Existing Xxxxxx’s and New Lessor’s process agent in respect of this Agreement and related documents;
(b) evidence of the corporate authorization of Existing Lessor and New Lessor to enter into and perform under this Agreement and related documents;
(c) certificate from New Lessor confirming that as at the Effective Time the representations set out in 7.1 and
LESSEE CONDITIONS PRECEDENT. Lessee shall have received each of the following documents and evidence, subject to any additions in Part I, point 6C of the Novation Agreement:
(a) evidence of acceptance of appointment by Existing Xxxxxx’s and New Lessor’s process agent in respect of this Agreement and related documents;
(b) evidence of the corporate authorisation of Existing Lessor and New Lessor to enter into and perform under this Agreement and related documents;
(c) certificate from New Lessor confirming that as at the Effective Time the representations set out in 7.1 and 7.2 of the Novation Agreement are true and correct in all material respects insofar as same are applicable to New Lessor;
(d) certificate from Existing Lessor confirming that as at the Effective Time the representations set out in 7.1 of the Novation Agreement are true and correct in all material respects insofar as same are applicable to Existing Lessor;
(e) legal opinion, in form and substance acceptable to Lessee acting reasonably, from Existing Xxxxxx’s and New Lessor’s, in relation to this Agreement and related documents;
(f) a copy of all documents necessary or advisable for filing with the Aviation Authority in connection with this Agreement and related documents; and
(g) the return and release of the irrevocable power of attorney (and IDERA, if applicable) in favour of Existing Lessor in respect of the lease of the Aircraft.
LESSEE CONDITIONS PRECEDENT. It shall be a condition precedent for the Lessee to the occurrence of the Effective Time that each of the following have been satisfied (or waived or deferred by the Lessee):
iii. on or before the Effective Time, the Lessee will have received the following in form and substance reasonably satisfactory to it:
