Common use of Lessee’s Conditions Precedent Clause in Contracts

Lessee’s Conditions Precedent. LESSOR's obligation to lease the Aircraft hereunder to LESSEE shall be subject to the receipt by LESSOR, on or before the Effective Date (or such other date as provided for herein), of the following from LESSEE, all of which shall be satisfactory in form and substance to LESSOR: (1) Certified copy of a resolution of LESSEE's Board of Directors, authorizing the entering into and performance of this Lease together with an incumbency certificate as to the person or persons authorized to execute and deliver this Lease and the other Lease Documents on behalf of LESSEE; (2) LESSEE's articles or certificate of incorporation and by-laws certified by an officer of LESSEE; (3) A favorable opinion of counsel of LESSEE, addressed to LESSOR, dated the Effective Date, as to the matters set forth in clauses (1) through (5) and (7) of Subsection 6(D) hereof, provided however, the opinion shall be to the best of such counsel's knowledge as to primarily factual matters; (4) A favorable opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx, special FAA counsel, addressed to LESSOR, opining on such matters as LESSOR shall reasonably require, including, but not limited to, that under the Act: (i) the Aircraft is eligible for registration in the name of LESSOR; (ii) that this Lease and the Lease Assignment are eligible for recording; and (iii) that this Lease and the Lease Assignment have been filed for recording; (5) An Officer's Certificate of LESSEE, dated as of the Effective Date, stating that to the best of such officer's knowledge after due inquiry and investigation: (a) The representations and warranties contained in Subsection 6(D) hereof are true and accurate on and as of such date as though made on and at such time (except to the extent that such representations and warranties relate solely to an earlier date); and (b) No event has occurred and is continuing, or would result from the leasing of the Aircraft, which constitutes an Event of Default or would constitute an Event of Default with the giving of notice or the passage of time or both; (6) Not less than three (3) Business Days prior to the Effective Date, certificates signed by an Approved Insurer(s) as to due compliance with the insurance provisions of Section 13 hereof with respect to the Aircraft; (7) The Power of Attorney, fully signed, notarized and dated on the Effective Date, together with an original certified copy of the resolutions of LESSEE's Board of Directors (which resolutions shall be delivered on or before December 31, 1995), pursuant to which the entering into of the Power of Attorney by the holder thereof was authorized. LESSEE shall, on those dates which shall be the second, fourth, sixth and seventh anniversary dates of the Effective Date, deliver to LESSOR a currently dated replacement Power of Attorney and original certified copy of resolutions of LESSEE's Board of Directors, in form and substance satisfactory to LESSOR, whereupon LESSOR shall return to LESSEE any Powers of Attorney previously delivered by LESSEE to LESSOR; (8) Such UCC-1 financing statements as LESSOR shall reasonably request; (9) The Lease Assignment, as executed by LESSEE; and (10) Such other documents which LESSOR or its counsel may reasonably require.

Lessee’s Conditions Precedent. LESSORLessee's obligation to lease Lease the Aircraft hereunder to LESSEE under this Agreement shall be subject to the receipt by LESSOR, on satisfaction or before the Effective Date (or such other date as provided for herein), waiver of the following from LESSEE, all of which shall be satisfactory in form and substance to LESSOR: (1) Certified copy of a resolution of LESSEE's Board of Directors, authorizing the entering into and performance of this Lease together with an incumbency certificate as to the person or persons authorized to execute and deliver this Lease and the other Lease Documents on behalf of LESSEE; (2) LESSEE's articles or certificate of incorporation and by-laws certified by an officer of LESSEE; (3) A favorable opinion of counsel of LESSEE, addressed to LESSOR, dated the Effective Date, as to the matters set forth in clauses (1) through (5) and (7) of Subsection 6(D) hereof, provided however, the opinion shall be to the best of such counsel's knowledge as to primarily factual matters; (4) A favorable opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx, special FAA counsel, addressed to LESSOR, opining on such matters as LESSOR shall reasonably require, including, but not limited to, that under the Act: (i) the Aircraft is eligible for registration in the name of LESSOR; (ii) that this Lease and the Lease Assignment are eligible for recording; and (iii) that this Lease and the Lease Assignment have been filed for recording; (5) An Officer's Certificate of LESSEE, dated as of the Effective Date, stating that to the best of such officer's knowledge after due inquiry and investigationconditions precedent: (a) the Beneficial Owner shall have purchased the Aircraft pursuant to the Purchase Agreement and the Purchase Agreement Assignment; (b) The Aircraft shall be registered in the Lessor's name in the United States; (c) The Aircraft shall be in the same condition and configuration as when delivered to the Beneficial Owner under the Purchase Agreement and the Purchase Agreement Assignment and will be in such a condition as to permit immediate operation by the Lessee in the United States under FAR Part 121; (d) The representations and warranties contained set out in Subsection 6(D) hereof Clause 2.4 are true and accurate correct and would be true and correct if repeated on and the Delivery Date; (e) The Lessee shall have received a letter from the process agent appointed by the Beneficial Owner in this Agreement accepting that appointment; (f) The Lessee shall have received a Letter of Quiet Enjoyment from Sunrock Aircraft Corporation Limited, as of such date as though made Beneficial Owner; (g) The Lessor shall have approved the Maintenance Programme on and at such time (except to or before the extent that such representations and warranties relate solely to an earlier date)Delivery Date; and (b) No event has occurred and is continuing, or would result from the leasing of the Aircraft, which constitutes an Event of Default or would constitute an Event of Default with the giving of notice or the passage of time or both; (6) Not less than three (3) Business Days prior to the Effective Date, certificates signed by an Approved Insurer(s) as to due compliance with the insurance provisions of Section 13 hereof with respect to the Aircraft; (7h) The Power Lessee shall have received such other documents as the Lessee shall reasonably request provided that such documents do not deprive the Lessor of Attorney, fully signed, notarized and dated any right or privilege hereunder or impose on the Effective Date, together with an original certified copy of the resolutions of LESSEE's Board of Directors (which resolutions shall be delivered on or before December 31, 1995), pursuant to which the entering into of the Power of Attorney by the holder thereof was authorized. LESSEE shall, on those dates which shall be the second, fourth, sixth and seventh anniversary dates of the Effective Date, deliver to LESSOR a currently dated replacement Power of Attorney and original certified copy of resolutions of LESSEE's Board of Directors, in form and substance satisfactory to LESSOR, whereupon LESSOR shall return to LESSEE Lessor any Powers of Attorney previously delivered by LESSEE to LESSOR; (8) Such UCC-1 financing statements as LESSOR shall reasonably request; (9) The Lease Assignment, as executed by LESSEE; and (10) Such other documents which LESSOR or its counsel may reasonably requireadditional material obligation.

Lessee’s Conditions Precedent. LESSOR's obligation to lease the Aircraft hereunder to LESSEE shall be subject to the receipt by LESSORLESSOR or the performance or occurrence, on or before the Effective Date (or such other date as provided for herein), of the following from LESSEE, all of which shall be satisfactory in form and substance to LESSORLESSOR and Lender: (1) Certified copy of a resolution of LESSEE's Board of Directors, certified by an officer of LESSEE, authorizing the entering into and performance of this Lease together with an incumbency certificate as to the person or persons authorized to execute and deliver this Lease and the other Lease Documents on behalf of LESSEE; (2) Certified copy of LESSEE's articles or certificate of incorporation and by-laws certified by an officer of LESSEE; (3) A favorable opinion of counsel of to LESSEE, addressed to LESSOR, dated the Effective Date, as addressed to the matters set forth in clauses (1) through (5) LESSOR and (7) of Subsection 6(D) hereofLender, provided however, the and which opinion shall be to opine, among other things, that the best Lease and all of such counsel's knowledge as to primarily factual mattersthe terms thereof constitutes the valid and binding obligation of LESSEE enforceable in accordance with its terms and that the interests of LESSOR and Lender, respectively, in the Aircraft and this Lease are fully protected and perfected; (4) A favorable opinion copy of XxxxxxxxxLESSEE's air carrier operating certificate, Xxxxxx & Xxxxxxxxas issued by the Secretary of Transportation of the United States pursuant to Chapter 47 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo, special FAA counseland the Certificate of Airworthiness for the Aircraft issued by the Air Authority or other Governmental Entity having jurisdiction, addressed to LESSOReach duly certified as being true, opining on such matters as correct, accurate and complete by an officer of LESSEE; (5) The LESSOR shall reasonably require, including, but not limited to, be satisfied that under all necessary licenses and permits for the Act: (i) exportation of the Aircraft is eligible for registration from Germany and the importation of the Aircraft into United States have been obtained by LESSEE and remain valid and in full force and effect and that any applicable customs duties, stamp duties and all other Taxes shall have been paid as a consequence of the name importation of LESSOR; (ii) that the Aircraft, the entering into of this Lease, the performance of the terms of this Lease and the Lease Assignment are eligible for recording; and (iii) that this Lease and leasing of the Lease Assignment have been filed for recordingAircraft; (56) An Officer's Certificate of LESSEE, dated as of the Effective Date, stating that to the best of such officer's knowledge after due inquiry and investigationthat: (a) The representations and warranties contained in Subsection 6(D6(C) hereof are true and accurate on and as of such date as though made on and at such time (except to the extent that such representations and warranties relate solely to an earlier date); and (b) No event has occurred and is continuing, or would result from the leasing of the Aircraft, which constitutes a Default or an Event of Default or would constitute a Default or an Event of Default with the giving of notice or the passage of time or both; (67) Not less than three (3) Business Days prior to the Effective Date, certificates signed by and a broker's undertaking letter, an Approved Insurer(s) ), as to due compliance with the insurance provisions of Section 13 hereof with respect to the Aircraft; (7) 8) The Power of Attorney, fully signed, notarized and dated on the Effective Date, together with an original certified copy of the resolutions of LESSEE's Board of Directors (which resolutions shall be delivered on or before December 31, 1995), pursuant to which the entering into of the Power of Attorney by the holder thereof was authorized. LESSEE shall, on those dates which shall be the second, fourth, sixth and seventh anniversary dates of the Effective Date, deliver to LESSOR a currently dated replacement Power of Attorney and original certified copy of resolutions of LESSEE's Board of Directors, in form and substance satisfactory to LESSOR, whereupon LESSOR shall return to LESSEE any Powers of Attorney previously delivered by LESSEE to LESSOR; (8) Such UCC-1 financing statements as LESSOR shall reasonably requestSecurity Deposit; (9) The Power of Attorney; (10) The collateral assignment of this Lease Assignmentin favor of the Lender; (11) A written statement, as executed by on the letterhead of LESSEE, for presentation to the export control authority of the Federal Republic of Germany (Bundesamt fur Wirtschaft) that neither the Aircraft nor parts thereof nor any spare parts, if any, delivered to the LESSEE shall directly or indirectly be sold, leased, released, assigned, transferred, conveyed or in any manner disposed of in or to any country other than the United States of America without due prior written consent of the Bundesamt fur Wirtschaft, except to Australia, Austria, Belgium, Luxembourg, Denmark, France, Greece, Great Britain, Ireland, Italy, Switzerland or Turkey; and (1012) Such other documents which LESSOR or its counsel may reasonably require.

Lessee’s Conditions Precedent. LESSOR's obligation to lease the Aircraft hereunder to LESSEE shall be subject to the receipt by LESSORLESSOR or the performance or occurrence, on or before the Effective Date (or such other date as provided for herein), of the following from LESSEE, all of which shall be satisfactory in form and substance to LESSORLESSOR and Lender: (1) Certified copy of a resolution of LESSEE's Board of Directors, certified by an officer of LESSEE, authorizing the entering into and performance of this Lease together with an incumbency certificate as to the person or persons authorized to execute and deliver this Lease and the other Lease Documents on behalf of LESSEE; (2) Certified copy of LESSEE's articles or certificate of incorporation and by-laws certified by an officer of LESSEE; (3) A favorable opinion of counsel of to LESSEE, addressed to LESSOR, dated the Effective Date, as addressed to the matters set forth in clauses (1) through (5) LESSOR and (7) of Subsection 6(D) hereofLender, provided however, the and which opinion shall be to opine, among other things, that the best Lease and all of such counsel's knowledge as to primarily factual mattersthe terms thereof constitutes the valid and binding obligation of LESSEE enforceable in accordance with its terms and that the interests of LESSOR and Lender, respectively, in the Aircraft and this Lease are fully protected and perfected; (4) A favorable opinion copy of XxxxxxxxxLESSEE's air carrier operating certificate, Xxxxxx & Xxxxxxxxas issued by the Secretary of Transportation of the United States pursuant to Chapter 47 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo, special FAA counselduly certified as being true, addressed to LESSORcorrect, opining on such matters as accurate and complete by an officer of LESSEE; (5) The LESSOR shall reasonably require, including, but not limited to, be satisfied that under all necessary licenses and permits for the Act: (i) exportation of the Aircraft is eligible for registration from Germany and the importation of the Aircraft into United States have been obtained by LESSEE and remain valid and in full force and effect and that any applicable customs duties, stamp duties and all other Taxes, if any, shall have been paid by LESSEE as a consequence of the name importation of LESSOR; (ii) that the Aircraft, the entering into of this Lease, the performance of the terms of this Lease and the Lease Assignment are eligible for recording; and (iii) that this Lease and leasing of the Lease Assignment have been filed for recordingAircraft; (56) An Officer's Certificate of LESSEE, dated as of the Effective Date, stating that to the best of such officer's knowledge after due inquiry and investigationthat: (a) The representations and warranties contained in Subsection 6(D6(C) hereof are true and accurate on and as of such date as though made on and at such time (except to the extent that such representations and warranties relate solely to an earlier date); and (b) No event has occurred and is continuing, or would result from the leasing of the Aircraft, which constitutes a Default or an Event of Default or would constitute a Default or an Event of Default with the giving of notice or the passage of time or both; (67) Not less than three (3) Business Days prior to the Effective Date, certificates and a broker's undertaking letter, signed by an Approved Insurer(s) ), as to due compliance with the insurance provisions of Section 13 hereof with respect to the Aircraft; (7) 8) The Power of Attorney, fully signed, notarized and dated on the Effective Date, together with an original certified copy of the resolutions of LESSEE's Board of Directors (which resolutions shall be delivered on or before December 31, 1995), pursuant to which the entering into of the Power of Attorney by the holder thereof was authorized. LESSEE shall, on those dates which shall be the second, fourth, sixth and seventh anniversary dates of the Effective Date, deliver to LESSOR a currently dated replacement Power of Attorney and original certified copy of resolutions of LESSEE's Board of Directors, in form and substance satisfactory to LESSOR, whereupon LESSOR shall return to LESSEE any Powers of Attorney previously delivered by LESSEE to LESSOR; (8) Such UCC-1 financing statements as LESSOR shall reasonably requestSecurity Deposit; (9) The Power of Attorney; (10) The collateral assignment of this Lease Assignmentin favor of Lender; (11) A written statement, as executed by on the letterhead of LESSEE, for presentation to the export control authority of the Federal Republic of Germany (Bundesamt fur Wirtschaft) that neither the Aircraft nor parts thereof nor any spare parts, if any, delivered to the LESSEE shall directly or indirectly be sold, leased, released, assigned, transferred, conveyed or in any manner disposed of in or to any country other than the United States of America without due prior written consent of the Bundesamt fur Wirtschaft, except to Australia, Austria, Belgium, Luxembourg, Denmark, France, Greece, Great Britain, Ireland, Italy, Switzerland or Turkey; and (1012) Such other documents which LESSOR or its counsel may reasonably require.