Common use of Purchaser Conditions Precedent Clause in Contracts

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 delivered by the relevant Manufacturer. 2. The relevant Purchaser shall be satisfied that the Delivery Location, and the arrangements described in Clause 7 (Delivery), do not give rise to any Taxes, other than any Taxes which the relevant Seller or Purchaser shall have agreed in writing to bear. 3. Neither the relevant Aircraft nor any Engine relating to such Aircraft shall have suffered an Event of Loss. 4. The representations given by the relevant Seller in the Transaction Documents relating to the relevant Aircraft being true and accurate on the Delivery Date. 5. The relevant Seller not being in default of its obligations under this Agreement or any other Transaction Document or any Lease Document, in each case relating to the relevant Aircraft. 6. No change having occurred after the date of this Agreement in any applicable Law which would make it illegal for the relevant Purchaser to perform any of its obligations under any Transaction Documents relating to such Aircraft to which it is a party (and any other documents or agreements to be entered into pursuant thereto); provided that if any such change has occurred the parties shall use all reasonable co-operative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality. 7. No Event of Default shall have occurred and be continuing under the Lease Documents relating to the relevant Aircraft nor shall relevant Lessee be in default with respect to any of its obligations to make scheduled payments to the relevant Seller under the relevant Lease. 8. The relevant Purchaser shall have inspected the Aircraft (including the Aircraft Documents) to its satisfaction in accordance with Clause 8.2 and the relevant Aircraft shall, on the Delivery Date, not have suffered any damage above the Dollar thresholds specified in Clause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant Purchaser as provided for in Clause 3.5.2. 9. The relevant Aircraft and the relevant Lease shall be free of any Security Interests other than the Novated Lease and the Permitted Liens. 10. The relevant Purchaser shall have received written confirmation from the relevant Seller that there are no outstanding invoices that such Seller has received from the relevant Lessee or a third party maintenance provider in respect of maintenance contribution claims (corresponding to Supplemental Rent (or, if applicable, maintenance reserve) payments made by the relevant Lessee) payable by the relevant Seller or Lessor under the relevant Lease.

Purchaser Conditions Precedent. 1. The obligations of Purchaser shall have received each of (or the following documents and evidence relevant Purchaser Nominee) under this Agreement in respect of an Aircraft (including, without limitation, the obligation to purchase such Aircraft and the obligation to pay (or procure the payment of) the Purchase Price for such Aircraft) are subject to the following conditions precedent being fulfilled to the satisfaction of, or waived by, Purchaser (or the relevant Aircraft on or prior to the Delivery Date of such Aircraft:Purchaser Nominee): (a) a certified copy copies of the Relevant Documents and each Transaction Document duly executed by the parties thereto other than Purchaser or Purchaser Nominee (as applicable) in respect of such Aircraft; (b) a corporate certificate of incorporation Seller signed by an authorised officer of Seller to which is attached complete and up-to-up to date memorandum and articles copies of: (i) the constitutional documents of association of the relevant Seller and Seller; and (ii) the resolutions of the board of directors of Seller approving the transactions contemplated by the Relevant Documents and power authorising one or more persons to sign those of attorney from such the Relevant Documents to which Seller in relation to the execution of this Agreement is a party 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 affixation of the Lease Documents (including common seal of Seller on 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 AgreementRelevant Documents and/or the documents contemplated thereunder in accordance with the memorandum and articles of association of Seller; (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 a customary legal opinion from tax advisers counsel in Malaysia in form and substance reasonably satisfactory to Purchaser covering the relevant Purchaser, at no cost enforceability against Seller of this Agreement and any other Relevant Document to the relevant Seller, confirming the absence of any Taxes in the jurisdiction in which the relevant Aircraft it 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 party in respect of such Aircraft showing no existing International Interest which is superior in priority to the relevant Seller’s ownership of such Aircraft; (hd) an opinion a process agent letter from Seller’s process agent as designated in Clause 17.2(e) of Irish counsel to the relevant Seller, at no cost to the relevant Purchaser, regarding due execution this Agreement confirming acceptance of the Transaction Documents relating to such Aircraft by the relevant Seller; andits appointment; (e) Purchaser being satisfied that (i) originals of each bill of sale in the relevant Seller’s possession in respect Delivery of such Aircraft which has been executed and delivered in respect of previous title transfers of such Aircraft since it was delivered by the relevant Manufacturer. 2. The relevant Purchaser shall be satisfied that the Delivery Location, and the arrangements described in Clause 7 (Delivery), do will not give rise to any Taxes, other than Taxes for which it is or may be responsible unless it agrees to be responsible for the same and (ii) the Airbus Xxxx of Sale shall be governed by the laws of England and shall be executed by the Airframe Manufacturer and not by any Taxes which Affiliate of the relevant Airframe Manufacturer (unless otherwise agreed between Seller or Purchaser shall have agreed in writing to bear.and Purchaser); 3. Neither the relevant Aircraft nor any Engine relating to (f) such Aircraft shall have suffered an Event of Loss. 4. The representations given by being at the relevant Seller in Delivery Location at the Transaction Documents relating to the relevant Aircraft being true and accurate Effective Time on the Delivery Date.; 5. The relevant Seller not (g) Purchaser being in default of its obligations under this Agreement satisfied that Airframe Manufacturer has consented or any other Transaction Document or any Lease Document, in each case relating will promptly consent following Delivery to the relevant Aircraft.registrations of the sale of the applicable Airframe and Engines at the International Registry; 6. No change having occurred after (h) the date of this Agreement in any applicable Law which would make it illegal for the relevant Purchaser to perform any of its obligations under any Transaction Documents relating to such Aircraft to which it is a party (representations and any other documents or agreements to be entered into pursuant thereto); provided that if any such change has occurred the parties shall use all reasonable co-operative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality. 7. No Event of Default shall have occurred and be continuing under the Lease Documents relating to the relevant Aircraft nor shall relevant Lessee be in default with respect to any of its obligations to make scheduled payments to the relevant Seller under the relevant Lease. 8. The relevant Purchaser shall have inspected the Aircraft (including the Aircraft Documents) to its satisfaction in accordance with Clause 8.2 and the relevant Aircraft shall, warranties on the Delivery Date, not have suffered any damage above the Dollar thresholds specified part of Seller contained in Clause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant Purchaser as provided for in Clause 3.5.2. 9. The relevant Aircraft and the relevant Lease shall be free of any Security Interests other than the Novated Lease and the Permitted Liens. 10. The relevant Purchaser shall have received written confirmation from the relevant Seller that there are no outstanding invoices that such Seller has received from the relevant Lessee or a third party maintenance provider in respect of maintenance contribution claims 9.1 (corresponding to Supplemental Rent (or, if applicable, maintenance reserve) payments made by the relevant Lessee) payable by the relevant Seller or Lessor under the relevant Lease.

Purchaser Conditions Precedent. 1. The obligations of Purchaser shall have received each of (or the following documents and evidence relevant Purchaser Nominee) under this Agreement in respect of an Aircraft (including, without limitation, the obligation to purchase such Aircraft and the obligation to pay (or procure the payment of) the Purchase Price for such Aircraft) are subject to the following conditions precedent being fulfilled to the satisfaction of, or waived by, Purchaser (or the relevant Aircraft on or prior to the Delivery Date of such Aircraft:Purchaser Nominee): (a) a certified copy copies of the Relevant Documents and each Transaction Document duly executed by the parties thereto other than Purchaser or Purchaser Nominee (as applicable) in respect of such Aircraft; (b) a corporate certificate of incorporation Seller signed by an authorised officer of Seller to which is attached complete and up-to-up to date memorandum and articles copies of: (i) the constitutional documents of association of the relevant Seller and Seller; and (ii) the resolutions of the board of directors of Seller approving the transactions contemplated by the Relevant Documents and power authorising one or more persons to sign those of attorney from such the Relevant Documents to which Seller in relation to the execution of this Agreement is a party 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 affixation of the Lease Documents (including common seal of Seller on 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 AgreementRelevant Documents and/or the documents contemplated thereunder in accordance with the memorandum and articles of association of Seller; (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 a customary legal opinion from tax advisers counsel in Malaysia in form and substance reasonably satisfactory to Purchaser covering the relevant Purchaser, at no cost enforceability against Seller of this Agreement and any other Relevant Document to the relevant Seller, confirming the absence of any Taxes in the jurisdiction in which the relevant Aircraft it 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 party in respect of such Aircraft showing no existing International Interest which is superior in priority to the relevant Seller’s ownership of such Aircraft; (hd) an opinion a process agent letter from Seller’s process agent as designated in Clause 16.2(e) of Irish counsel to the relevant Seller, at no cost to the relevant Purchaser, regarding due execution this Agreement confirming acceptance of the Transaction Documents relating to such Aircraft by the relevant Seller; andits appointment; (e) Purchaser being satisfied that (i) originals Delivery of each bill such Aircraft will not give rise to any Taxes for which it is or may be responsible unless it agrees to be responsible for the same and (ii) the Airbus Xxxx of sale Sale shall be governed by the laws of England and shall be executed by the Airframe Manufacturer and not by any Affiliate of the Airframe Manufacturer (unless otherwise agreed between Seller and Purchaser); (f) such Aircraft being at the Delivery Location at the Effective Time on the Delivery Date; (g) the conditions precedent in favour of the lessor set out in the relevant Seller’s possession Lease Agreement and if applicable, the Head-Lease Agreement in respect of such Aircraft which being satisfied, deferred or waived by lessor in accordance with the terms of that Lease Agreement and if applicable, the Head-Lease Agreement; (h) Purchaser being satisfied that (i) Airframe Manufacturer has been executed consented or will promptly consent following Delivery to the registrations of the sale of the applicable Airframe and delivered Engines at the International Registry and (ii) if the applicable Aircraft is or will be registered in respect of previous title transfers a jurisdiction that has ratified the Cape Town Convention and the relevant Lease Agreement constitutes a registerable “international interest” under the Cape Town Convention, the Lessee of such Aircraft since it was delivered by has appointed an “administrator” and a “professional user”, and such Lease Agreement will be so registered at the relevant International Registry; (i) the representations and warranties on the part of Seller contained in Clause 8.1 (Representations and Warranties of Seller) (other than in Clause 8.1(j) and ((n))), being true and accurate on and as of Delivery with reference to the facts and circumstances existing as of Delivery; (j) subject to Clause 7.3 (Mitigation), on the Delivery Date no event or circumstance of the nature described in Clause 7.1 (Illegality) or Clause 7.2 (Force Majeure) shall have occurred and be continuing; (k) Purchaser having completed its observation and participation of the Pre-delivery Inspections being satisfied (i) that such Aircraft is new ex-factory and conforms to the description set forth in the Airbus Delivery Condition Specification except as set forth in a Manufacturer Commitment Letter for the Aircraft and (ii) with the proposed arrangements for rectification of any defects with respect to such Aircraft pursuant to the terms of the Pre delivery Procedure (to the extent that the sharing of such information with Purchaser does not conflict with any confidentiality agreements that exist between Airframe Manufacturer (and, if applicable, Engine Manufacturer.) and Seller (evidenced in writing to Purchaser); 2. The relevant (l) on the Delivery Date no Total Loss or Material Damage shall have occurred with respect to such Aircraft; and (m) Purchaser shall be satisfied that the Delivery Location, and the arrangements described in Clause 7 Seller will transfer to Purchaser (Delivery), do not give rise to any Taxes, other than any Taxes which the relevant Seller or Purchaser shall have agreed in writing to bear. 3. Neither the relevant Aircraft nor any Engine relating to such Aircraft shall have suffered an Event of Loss. 4. The representations given by the relevant Seller in the Transaction Documents relating Nominee as applicable) good and marketable title to the relevant Aircraft being true and accurate on which Seller received from the Delivery Date. 5. The relevant Seller not being in default of its obligations under this Agreement or any other Transaction Document or any Lease Document, in each case relating Airframe Manufacturer pursuant to the relevant Aircraft. 6. No change having occurred after the date Airbus Xxxx of this Agreement in any applicable Law which would make it illegal for Sale free and clear of all Security Interests upon payment by Purchaser (or the relevant Purchaser to perform any of its obligations under any Transaction Documents relating to such Aircraft to which it is a party (and any other documents or agreements to be entered into pursuant thereto); provided that if any such change has occurred the parties shall use all reasonable co-operative endeavours to restructure the transaction contemplated by such documents so as to avoid the aforementioned illegality. 7. No Event of Default shall have occurred and be continuing under the Lease Documents relating to the relevant Aircraft nor shall relevant Lessee be in default with respect to any of its obligations to make scheduled payments to the relevant Seller under the relevant Lease. 8. The relevant Purchaser shall have inspected the Aircraft (including the Aircraft DocumentsNominee) to its satisfaction in accordance with Clause 8.2 and the relevant Aircraft shall, on the Delivery Date, not have suffered any damage above the Dollar thresholds specified in Clause 3.5 unless the damage has been rectified to the reasonable satisfaction of the relevant Purchaser as provided for in Clause 3.5.2Purchase Price. 9. The relevant Aircraft and the relevant Lease shall be free of any Security Interests other than the Novated Lease and the Permitted Liens. 10. The relevant Purchaser shall have received written confirmation from the relevant Seller that there are no outstanding invoices that such Seller has received from the relevant Lessee or a third party maintenance provider in respect of maintenance contribution claims (corresponding to Supplemental Rent (or, if applicable, maintenance reserve) payments made by the relevant Lessee) payable by the relevant Seller or Lessor under the relevant Lease.