Purchaser Conditions Precedent. The obligation of the Purchaser to enter into and complete the Closing is subject, at the option of the Purchaser, to the fulfillment on or prior to the Closing Date of the following conditions.
Purchaser Conditions Precedent. 1. Purchaser shall have received each of the following documents and evidence in respect of the relevant Aircraft on or prior to the Delivery Date of such Aircraft:
(a) a certified copy of the certificate of incorporation and up-to-date memorandum and articles of association of the relevant Seller and the resolutions of the board of directors and power of attorney from such Seller in relation to the execution of this Agreement and the other Transaction Documents relating to such Aircraft;
(b) signed originals (or, where signed originals are not in the relevant Seller’s possession, certified true copies) of each of the Lease Documents (including any chattel paper originals) relating to such Aircraft (provided that each original Common Terms Agreement shall be retained by the relevant Seller) and a certified true copy of the relevant Common Terms Agreement;
(c) copies of each Transaction Document relating to such Aircraft (other than the relevant Bill of Sale, the Effective Time Notice and the Acceptance Certificate) duly executed by the parties thereto (other than the relevant Purchaser);
(d) if the relevant Aircraft is not delivered in the Expected Delivery Location or international airspace, the Lex Situs Opinion (the cost of which is to be split equally between the relevant Purchaser and Seller) duly signed by counsel providing the same;
(e) an opinion from tax advisers to the relevant Purchaser, at no cost to the relevant Seller, confirming the absence of any Taxes in the jurisdiction in which the relevant Aircraft is delivered arising as a result of such transfer;
(f) all conditions precedent specified in the Lease Novation relating to such Aircraft (other than those conditions precedent expressed to be solely for the benefit of the relevant Seller) have been fulfilled or waived to the satisfaction of the relevant New Lessor;
(g) a priority search certificate at or immediately prior to Delivery in respect of such Aircraft showing no existing International Interest which is superior in priority to the relevant Seller’s ownership of such Aircraft;
(h) an opinion of Irish counsel to the relevant Seller, at no cost to the relevant Purchaser, regarding due execution of the Transaction Documents relating to such Aircraft by the relevant Seller; and
(i) originals of each bill of sale in the relevant Seller’s possession in respect of such Aircraft which has been executed and delivered in respect of previous title transfers of such Aircraft since it was deliver...
Purchaser Conditions Precedent. Subject to Clause 3.4, the Purchaser shall have satisfied or shall have caused to have satisfied the Conditions Precedent in Part B of Schedule 9 - by the Target CP Satisfaction Date.
Purchaser Conditions Precedent. Purchaser shall have received each of the following documents and evidence on or prior to Delivery, subject to any additions in Part I, point 7B of the Purchase Agreement:
Purchaser Conditions Precedent. Section 4.01. Conditions Precedent to the Purchase of the Certificates................... 18 Section 4.02. Conditions Precedent to Invested Amount Increases.......................... 19
Purchaser Conditions Precedent. The obligations of each Purchaser to consummate the transactions contemplated in Section 2.1 are subject to the satisfaction of the following conditions precedent on or prior to the Closing Date (as defined in Section 2.8):
2.6.1 Issuer and the Collateral Agent will have executed and delivered to the Purchaser this Agreement, and Issuer will have countersigned such Purchaser’s signature page to this Agreement;
2.6.2 Issuer shall have delivered to such Purchaser the Securities to which such Purchaser is entitled as of the Closing Date;
2.6.3 Issuer and the Collateral Agent will have executed and delivered to the Purchaser the Security Agreement and such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchaser and the Collateral Agent, to perfect the security interests of the Purchasers under the Security Agreement;
2.6.4 at the Closing, the Issuer shall have delivered a bring-down certificate signed by the Chief Executive Officer of the Issuer to the effect that, as of the Closing Date, (a) the Issuer has performed all obligations required to be performed hereunder at or before the Closing, (b) Issuer has not defaulted hereunder, and (c) all representations and warranties of Issuer herein and in the other Transaction Documents are true and correct as of the Closing Date;
2.6.5 Issuer’s counsel shall have delivered to the Purchaser a legal opinion in substantially the form attached hereto as Exhibit E; and
2.6.6 There shall have occurred no material adverse change in the Issuer’s consolidated business or financial condition since the date of the Issuer’s most recent financial statements filed with the SEC.
2.6.7 There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.
2.6.8 The Issuer shall have obtained all necessary waivers from Western Commercial Bank (the “Bank”) with respect to its Senior Secured Loan permitting the Issuer to enter into the Transaction Documents.
2.6.9 The Issuer shall have paid the expenses described in 7.1 of this Agreement.
Purchaser Conditions Precedent. The obligations of Purchaser hereunder are subject to the fulfillment at or prior to the Closing Date of each of the following conditions:
Purchaser Conditions Precedent. The obligations of Purchaser to pay the Purchase Price and close the transaction contemplated herein are subject to the following conditions precedent (the “Purchaser Conditions Precedent”):
Purchaser Conditions Precedent. 13 SECTION 4.01. Conditions Precedent to the Purchase of the Note...................... 13 SECTION 4.02. Conditions Precedent to Principal Balance Increases................... 15
Purchaser Conditions Precedent. The obligation of the Seller to sell the Business Undertaking to the Purchaser on the Closing Date is subject to the fulfillment of the Joint Conditions Precedent by the Parties and the following conditions (“Purchaser Conditions Precedent”) by the Purchaser, any one or more of which may be waived in writing by the Seller (in whole or in part), conditionally or unconditionally, at its sole discretion but subject to Applicable Law:
(a) All the conditions precedent set out in Part B of Schedule L (Purchaser Conditions Precedent);
(b) The Purchaser Warranties being true and correct and not misleading as on the Closing Date.
