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;
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LESSEE CONDITIONS PRECEDENT. The obligation of It shall be a condition precedent for the Lessee to lease the Aircraft from Lessor under this Agreement is subject to, save as provided below, on occurrence of the Effective Time that each of the following have been satisfied or prior to the Delivery Date:waived or deferred.
(a) On or before the Effective Time, the Lessee receiving will have received the following documents in form and substance reasonably satisfactory to it:
(i) an incumbency a certificate from a duly authorised officer of the New 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;Existing Lessor:
(iiA) 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 attaching in respect of each of the documents required to be executed New Lessor and delivered on behalf of the Existing Lessor in connection with the transactions contemplated herebycopies of:
(1) its constitutional documents;
(iii2) a copy of all necessary corporate authorisations approving the resolutions of the board of directors of Guarantorterms of, certified by the Secretary or an Assistant Secretary of Guarantor, duly authorizing and the transactions contemplated by the Guaranty and Transaction Documents to which it is a party;
(3) the powers of attorney (if any) required by such entity to authorise the execution and delivery performance of the Guaranty on behalf Transaction Documents and any other agreements or instruments to which it is a party; and
(4) the specimen signature of Guarantoreach person authorised pursuant to the above; and
(B) certifying that the documents referred to in paragraph (A) above are true, correct and up-to-date copies.
(ii) [a letter from the process agent in England appointed by the New Lessor in relation to the Transaction Documents to which it is a party accepting that appointment;]
(iii) copies of each of the Transaction Documents duly executed by each of the parties thereto;
(iv) a copy legal opinion from [counsel to the New Lessor]/[inhouse counsel to the New Lessor] addressed to the Lessee in respect of the articles of association or certificate of incorporation of Wilmingtondue capacity of, certified and execution by the Secretary or an Assistant Secretary New Lessor of Wilmington;each Transaction Document to which it is a party, in form and substance acceptable to the Lessee; and
(v) a copy [other documentation TBC]19.
(b) Each 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 representations of the following documents dated on or before New Lessor and the Delivery Date Existing Lessor set forth herein shall be true and duly executed accurate by reference to the parties thereto:
(1) the Lease Supplement; [**]—Confidential treatment has facts and circumstances then existing. The conditions precedent specified in this paragraph 2 of Schedule 2 above have been requested inserted for the bracketed portions. The confidential redacted portion has been omitted benefit solely of the Lessee and filed separately may be waived, deferred or extended in writing in whole or in part and with or without conditions, without prejudicing the Securities and Exchange Commission. (2) the Purchase Agreement Assignment;right to receive fulfilment of such conditions.
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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;; [**] — 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.
(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;
(2) the Purchase Agreement Assignment;
(3) the Airframe Manufacturer’s Consent;
(4) the Engine Warranties Assignment;
(5) the Engine Manufacturer’s Consent;
(6) the Airframe Warranties Agreement;
(7) the Engine Warranties Agreement;
(8) the Airframe Manufacturer’s Consent [Security Trustee];
(9) the Engine Manufacturer’s Consent [Security Trustee];
(10) the Lessee Consent, if any; and
(11) the FAA Xxxx of Sale;
(vii) a certified copy of the power of attorney of Guarantor authorizing the signatories of the such person to sign the Guaranty;
(viii) no later than the date hereof, Lessee receiving a pdf copy of the Guaranty duly executed by Guarantor, with the original to be delivered to Lessee within five Business Days;
(ix) a certificate of an officer of (1) Lessor and Wilmington, dated as of the Delivery Date, stating that Lessor’s and Wilmington’s representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier date) and (2) Owner Participant, dated as of the Delivery Date, stating that its representations and warranties set forth in this Agreement are true and correct as of the Delivery Date (or, to the extent that any such representations and warranties expressly relates to an earlier date, true and correct as of such earlier date); and
(x) evidence of the acceptance by Lessor’s and Owner Participant’s agents for service of process of its appointment as process agent for Lessor and Owner Participant;
(b) Lessor shall have good title to the Aircraft (subject to filing and recordation of the FAA Xxxx of Sale with the FAA);
(c) written confirmation from Lessor of receipt of the Security Deposit;
(d) the Aircraft shall be in compliance with the Airbus Aircraft Specification subject to Section 2.5(b) and Schedule 1; [**]—] — 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. .
(2e) the satisfaction of all of the conditions precedent under the Airbus Purchase Agreement, the Purchase Agreement, the Purchase Agreement AssignmentAssignment and the Engine Warranties Assignment that are to be performed by Lessor;
(f) no later than the date hereof, a copy of the Purchase Agreement duly executed and delivered by Lessor and Owner Participant, and no breach by Lessor or Owner Participant of any of its obligations thereunder shall have occurred; and
(g) on or prior to the Delivery Date, (i) Lessor shall provide to Lessee a true, complete, and accurate Internal Revenue Service Form W-9, and (ii) Owner Participant shall provide to Lessee (with a copy to Lessor) a true, complete, and accurate Internal Revenue Service Form W-8BEN, W-8ECI, or W-8EXP, evidencing that Owner Participant is entitled under applicable Law to receive Rent, Supplemental Rent, Agreed Value, and other amounts payable to Lessor for the benefit of Owner Participant by Lessee pursuant to this Agreement without withholding any United States federal withholding Taxes that Lessee would be required by applicable Law to withhold in the absence of such form.
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LESSEE CONDITIONS PRECEDENT. The obligation of Lessee to lease shall have received the Aircraft from Lessor under this Agreement is subject tofollowing, save as provided below, on or prior to the Delivery Date:
(a) Lessee receiving the following documents in each case in form and substance satisfactory to it, dated such Delivery Date or such earlier date as each of them shall permit:
1 Corporate authorities
(i1) an incumbency certificate a certificate, signed by a duly authorized officer of Lessor the Sublessee, certifying as true, complete and up 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 personsdate;
(ii) a. its charter, by laws and other constitutional documents, together with all amendments thereto and certificates of registration thereof;
b. a copy of the resolutions minutes of the meeting of its board of directors of Wilmingtonat which resolutions were duly adopted authorizing and ratifying the execution, certified delivery and performance by the Secretary or an Assistant Secretary of Wilmington, duly authorizing the transactions contemplated hereby and the execution and delivery of each Sublessee of the documents Sublease, each other Sublessee Document and each other document required to be executed and delivered on behalf of Lessor by it in connection accordance with the transactions contemplated herebyprovisions thereof;
(iii) c. a copy of the resolutions of the board of directors of Guarantor, certified by the Secretary or attributing an Assistant Secretary of Guarantor, duly authorizing the transactions contemplated by the Guaranty and the execution and delivery of the Guaranty on behalf of Guarantorindividual taxpayer number to Sublessee;
(iv) d. a copy of the articles documents evidencing the appointment of association or certificate the sole executive body of incorporation Sublessee and the chief accountant of Wilmington, certified by the Secretary or an Assistant Secretary of WilmingtonSublessee;
(v) e. a copy of the memorandum and articles those portions 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 Purchase Agreement relating to the bracketed portions. The confidential redacted portion has been omitted rights and filed separately with benefits assigned to Head Lessor pursuant to the Securities Purchase Agreement Assignment (including in respect of the airframe warranties) and Exchange Commission. (2) the Purchase Engine Agreement Assignmentrelating to the rights and benefits assigned to Head Lessor pursuant to the Engine Assignment (including in respect of the engine warranties).
(2) an original or notarised copy of the certificate of state registration of the Sublessee with the Unified State Register of Legal Entities;
(3) a notarised copy of the power of attorney issued by or on behalf of Sublessee, authorizing a certain person or persons to execute and deliver the Sublease and each other Sublessee Document on behalf of Sublessee, containing the specimen signatures of each such authorized person; 0107565-0000001 BK:26128109.6 123
(4) specimen signatures of the signatories of the Sublessee, certified by an officer of the Sublessee or a certified or notarised copy of a banking card;
(5) notarised copies of the approvals, licenses (including, without limitation, any necessary export and/or import licences in respect of the Aircraft), certificates or exemptions and all other authorisations of all relevant Government Bodies necessary for any matter or thing contemplated by the Operative Documents and for the legality, validity, enforceability, admissibility in evidence and effectiveness of the Operative Documents (if applicable);
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Samples: Master Sublease Agreement
LESSEE CONDITIONS PRECEDENT. The Lessee's obligation to take delivery of Lessee to lease the Aircraft from Lessor under this Agreement is subject to, save as provided below, on to the Aircraft being in the condition and meeting or exceeding the requirements set forth in Schedule 9 hereto and receipt by Lessee from Lessor not later than 2 Business Days prior to the Scheduled Delivery DateDate of a certificate of the Secretary or Assistant Secretary of Trust Company, dated five days before the Delivery Date certifying:
(a) that attached thereto is a true and complete copy of the by-laws of Trust Company as amended and in effect at all times from the date on which the resolutions referred to in clause (b) were adopted to and including the date of such certificate;
(b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of Trust Company authorizing the execution, delivery and performance of this Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect;
(c) that the charter of Trust Company has not been amended since the date that they were last amended; and
(d) as to the incumbency and specimen signature of each officer of Trust Company executing this Agreement and any other agreement contemplated hereby or to be delivered by Trust Company from time to time in connection herewith. Lessee's obligation to take delivery of the Aircraft under this Agreement is also subject to the receipt by Lessee receiving on the following documents in form and substance satisfactory to itDelivery Date of:
(i) an incumbency certificate evidence that the Aircraft has been validly registered under the laws of Lessor as the United States and that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the persons validity, effectiveness and enforceability of this Agreement and to protect the property rights of Lessee in the Aircraft 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 personsany Part;
(ii) a copy letter from Beneficiary addressed to Lessee to the effect that (A) so long as no Event of Default shall have occurred and be continuing, Beneficiary will not interfere with the quiet use, possession and enjoyment of the resolutions Aircraft by Lessee and agrees to discharge without undue delay any Lessor Lien attributable to it which materially prejudices the quiet use, possession and enjoyment of the board of directors of WilmingtonAircraft by Lessee, certified by (B) the Secretary or an Assistant Secretary of WilmingtonTrust Agreement has been duly authorized, duly authorizing the transactions contemplated hereby and the execution and delivery of each of the documents required to be executed and delivered on behalf by Beneficiary and (C) Beneficiary acknowledges receipt of the Deposit in the amount of $272,500 due to Lessor in connection with under Section 5.12(a) of the transactions contemplated hereby;Lease; and
(iii) evidence that the next scheduled C-Check is 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;lC.
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