Sale and Purchase of Aircraft Clause Samples

Sale and Purchase of Aircraft. Upon and subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller one (1) Aircraft.

Sale and Purchase of Aircraft. Subject to the provisions of this Agreement including, without limitation, the Material Terms and Conditions Precedent, Seller agrees to manufacture, sell and deliver the Aircraft, and, subject in all events to the prior satisfaction in full of all of the Conditions Precedent, ▇▇▇▇▇ agrees to pay the Total Purchase Price for and take delivery of the Aircraft (or procure that the Buyer Nominee will do the same).

Sale and Purchase of Aircraft. (a) Seller and Purchaser agree to follow the Pre-delivery Procedure for each Aircraft. (b) With respect to each Aircraft, upon and subject to the terms and conditions of this Agreement and in consideration of the payment by Purchaser (or the relevant Purchaser Nominee) of the applicable Purchase Price for such Aircraft in accordance with the terms of the Relevant Documents, Seller agrees: (i) to procure that Airframe Manufacturer sells and delivers the Aircraft to Seller in the condition required by the Airbus Delivery Condition Specification but otherwise in an “as is, where is” condition and executes both the Airframe Manufacturer Consent and Agreement and the Airbus ▇▇▇▇ of Sale; (ii) to sell the Aircraft to Purchaser (or the relevant Purchaser Nominee) in “as is, where is” condition subject to and with the benefit of the Lease Agreement and if applicable, the Head-Lease Agreement and free and clear of any Security Interests; (iii) to transfer to Purchaser (or the relevant Purchaser Nominee) such title to the Aircraft as was transferred to it pursuant to the Airbus ▇▇▇▇ of Sale and free and clear of any Security Interests; and (iv) execute the Seller ▇▇▇▇ of Sale, in each case, on or prior to the Delivery Date. (c) With respect to each Aircraft, Purchaser shall have the right to nominate, by notice in writing to Seller to be given (i) not less than forty five (45) days prior to the Scheduled Delivery Date or (ii) in the event that Seller provides a Delivery Notice to Purchaser less than sixty (60) days prior to the Scheduled Delivery Date pursuant to the terms of Clause 5.1, within fifteen (15) days of receipt by Purchaser of such Delivery Notice (or such other period as Purchaser and Seller may agree) (the “Lessor Notification Date”) a Purchaser Nominee to enter into the applicable Relevant Documents, to pay the Purchase Price in accordance with the terms of the Relevant Documents, and to take title to and Delivery of the Aircraft. Notwithstanding any such request, Purchaser shall comply with the requirements of Clause 13.2. On the Lessor Notification Date, Purchaser shall also notify Seller of the identity of Lessor in respect of such Aircraft under the relevant Lease Agreement or if applicable, the relevant Head-Lease Agreement. (d) With respect to each Aircraft, subject to the terms and conditions of this Agreement, Delivery shall occur on the Scheduled Delivery Date for the relevant Aircraft or at such later date as the Purchaser and Seller may mut...

Sale and Purchase of Aircraft. Subject to the terms and conditions of this Agreement, ▇▇▇▇▇▇ agrees to sell and transfer to ▇▇▇▇▇, and ▇▇▇▇▇ agrees to purchase from Seller, all legal, equitable and beneficial right, title and interest in and to (i) that certain IAI LTD. Model GULFSTREAM G280 (described on the International Registry Manufacturer’s List as GULFSTREAM Model IAI Ltd. Gulfstream 280 (G280)) airframe bearing manufacturer’s serial number 2282 and current U.S. registration marking N282GA (to be changed to N280CX) (the “Airframe”), those certain Honeywell Model AS907-2-1G (described on the International Registry Manufacturer’s List as HONEYWELL Model AS907 Series) engines bearing manufacturer’s serial numbers P130689 and P130690, respectively (collectively, the “Engines”), that certain Honeywell Model GTCP36-150W auxiliary power unit bearing manufacturer’s serial number P-392 (the “APU”), and all avionics, appliances, parts, instruments, appurtenances, accessories, furnishings, and equipment (including loose equipment, spare parts and other miscellaneous items related to the Aircraft) belonging to, installed in or attached or appurtenant to the same (whether installed or uninstalled), all as further described in Schedule I hereto, and (ii) all flight, system, operation, component and maintenance manuals, logbooks, including, but not limited to, airframe, engine and auxiliary power unit logbooks, inspection records, wiring diagrams, drawings, plans, checklists, minimum equipment lists, data, tags, technical records, including, but not limited to, traceability records, task cards and information back-to-birth of any and all parts, and all other documentation, certificates, exemptions and licenses pertaining to the Aircraft (the “Aircraft Records”) (the Airframe, the Engines, the APU and, where the context requires, the Aircraft Records are collectively referred to in this Agreement as the “Aircraft”), in

Sale and Purchase of Aircraft. (a) With respect to each Aircraft, ▇▇▇▇▇▇ agrees to sell and ▇▇▇▇▇ agrees to buy such Aircraft, in each case upon and subject to the terms and conditions of this Agreement. The aggregate consideration payable with respect to each Aircraft will be the Purchase Price for such Aircraft; provided that the payment of the applicable Purchase Price or any portion thereof shall be in accordance with the applicable provisions of this Agreement. (b) Upon payment of the Purchase Price in respect of an Aircraft, Seller shall, by execution and delivery to Buyer or Buyer’s Owner Trustee of a Bill of Sale, sell to Buyer or Buyer’s Owner Trustee outright good and marketable title in and to each Aircraft, free and clear of all Liens (other than Liens created by, through or on behalf of Buyer, GAT OP or any other beneficiary or settlor under the Trust Agreement, or Buyer’s Owner Trustee, in its individual capacity or as owner trustee (“Buyer’s Liens”)). 1010483421v25 (c) With respect to each Aircraft, concurrently with Seller’s delivery to Buyer or the applicable Buyer’s Owner Trustee of an executed Bill of Sale for such Aircraft, Buyer or the applicable Buyer’s Owner Trustee shall accept delivery of such Aircraft, and Buyer or the applicable Buyer’s Owner Trustee shall execute and deliver an Aircraft Acceptance Certificate in respect of such Aircraft.

Sale and Purchase of Aircraft