Seller Conditions. All obligations of Seller under this Agreement are subject to the fulfillment, prior to or as of the Outside Closing Date, of each of the following conditions any one or more of which may be waived by Seller in writing:
(a) The representations and warranties of Purchaser contained in this Agreement shall be true and correct at and as of the Closing Date as though such representations and warranties were then again made, other than any representations or warranties which specifically relate to an earlier period, which shall have been true as of the date thereof.
(b) Purchaser shall have performed all of its obligations under this Agreement that are to be performed by it prior to or as of the Closing Date.
(c) Purchaser and Seller shall have received the Third Party Consents and Regulatory Approvals and shall have satisfied any and all conditions to the effectiveness thereof; provided, however, that it shall not be a condition to Seller's obligation to close hereunder that the Landlord under any or all of the Leases has refused to release Seller from its guarantee thereof or from primary liability thereunder.
(d) The closing of the transaction which are the subject of the Other Agreements shall have occurred.
Seller Conditions. Notwithstanding anything in this Agreement to the contrary, Seller’s obligation to sell the Property shall be subject to and contingent upon the satisfaction or waiver of the following conditions precedent:
Seller Conditions. The obligation of Seller to sell the Aircraft to Owner Trustee at the Delivery Time is subject to the fulfillment to the reasonable satisfaction of Seller, or waiver by Seller, of the following conditions precedent:
(i) the Seller shall have received the Aircraft Price;
(ii) the Seller shall have received Assignment No. 1 duly executed and delivered by Aero and the Consent and Agreement thereto duly executed and delivered by Manufacturer;
(iii) all of the conditions precedent to obligations of Lessee under the Lease shall have been fulfilled or waived in accordance with the terms thereof;
(iv) all representations and warranties of Beneficiary, WFB and Owner Trustee set forth herein or in any of the documents delivered hereunder or under the Lease are true and accurate on and as of the Delivery Date as though made on and as of the Delivery Date (unless any such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date);
(v) the Seller and Aero shall have received the Acceptance Certificate duly executed and delivered by Owner Trustee;
(vi) Owner Trustee shall have executed and delivered an original application for registration of the Aircraft on FAA AC Form 8050-1 to Special FAA Counsel, with pink copy thereof delivered to the Lessee to be placed on board the Aircraft at the Delivery Time, each to be held in escrow pending a direction by Seller to LSC to release the Bills of Sale from escrow;
(vii) Owner Trustee shall have delivered the Lease and the Trust Agreement, duly executed and delivered by Owner Trustee, to Special FAA Counsel to be held in escrow pending release thereof by Lessee and Owner Trustee at the Delivery Time in accordance with the terms of the Lease or the Trust Agreement, as the case may be;
(viii) no change shall have occurred subsequent to the execution of this Agreement and prior to the Delivery Date in any applicable Law or in the interpretation thereof that, in Seller's reasonable opinion, would make it illegal for Seller to perform any of its obligations under any of the Operative Documents to which it is a party;
(ix) Beneficiary shall have caused (1) an application for registration of the Aircraft on FAA Form 8050-1 with the original signature of Owner Trustee attached thereto and (2) a copy of the Lease and the Lease Supplement No. 1 thereto and the Trust Agreement with the original signature of Owner Tr...
Seller Conditions. The obligation of Seller to close the transaction which is the subject of this Agreement is subject to the fulfillment as of the Closing Date or as of the Escrow Closing Date, as applicable, of each of the following conditions, unless any unfulfilled condition is waived in writing by Seller:
Seller Conditions. Seller's obligation to sell the Aircraft to Purchaser shall be subject to fulfilment of the Seller Conditions Precedent on or before the Delivery Date (except to the extent that Seller agrees in writing in its absolute discretion to waive or defer any such condition). The Seller Conditions Precedent have been inserted for Seller's benefit and may be waived in writing, in whole or in part and with or without conditions, by Seller without prejudicing its right to receive fulfilment of such conditions, in whole or in part, at any later time. If any of the Seller Conditions Precedent remain outstanding on the Final Delivery Date and are not waived or deferred in writing by Seller, Seller may at any time after close of business in New York on the Final Delivery Date terminate its obligation to sell the Aircraft by notice to Purchaser, whereupon the rights and obligations of the parties hereunder shall cease and be discharged without further liability on the part of either Seller or Purchaser.
Seller Conditions. This Agreement is subject to approval by the Bankruptcy Court. Unfortunately, the trustee does not always have access to a title report or information with respect to the tax consequences of a sale when a purchase offer is made. Accordingly, the purchase agreement is conditioned on: (1) the trustee obtaining an opinion from an accountant that the proposed sale will not result in adverse tax consequences and (2) if the trustee in his or her sole discretion deems it appropriate, the court authorizing an award to the estate of reasonable fees and expenses pursuant to 11 U.S.C. Section 506(c) if there are liens against the property.
Seller Conditions. 4.1.1 The obligation of the Seller of each Aircraft to sell such Aircraft to the relevant Purchaser shall be subject to fulfilment of each of Seller Conditions Precedent applicable to such Aircraft on or prior to the applicable Delivery Date (except to the extent that such Seller agrees in writing in its absolute discretion to waive or defer any such condition).
4.1.2 The Seller Conditions Precedent have been inserted for the benefit of each Seller and may, in respect of any Aircraft, be waived in writing, in whole or in part and with or without conditions, by the Seller of such Aircraft without prejudicing the right of such Seller to receive fulfilment of such conditions, in whole or in part, at any later time.
4.1.3 If any of Seller Conditions Precedent in respect of an Aircraft remain outstanding on the applicable Final Delivery Date and are not waived or deferred in writing by the Seller of such Aircraft, such Seller may at any time after 5pm in London on the applicable Final Delivery Date terminate the obligation of such Seller to sell such Aircraft to the relevant Purchaser by notice to the relevant Purchaser, whereupon none of the parties to this Agreement shall have any further obligation or liability with respect to such Aircraft under this Agreement to any of the other parties to this Agreement save that the relevant Seller shall refund the relevant Deposit plus interest in accordance with the provisions of Clause 5.2.2 to the relevant Purchaser within three (3) Business Days from the date of such notice by such Purchaser, and other than as set out in Clause 12.8 and Clause 4.3.
Seller Conditions. Seller's obligation to sell each Aircraft to Purchaser shall be subject to fulfilment of the Seller Conditions Precedent on or before the Final Delivery Date for such Aircraft (except to the extent that Seller agrees in writing in its absolute discretion to waive or defer any such condition). The Seller Conditions Precedent have been inserted for Seller's benefit and may be waived in writing, in whole or in part and with or without conditions, by Seller. If any of the Seller Conditions Precedent for any Aircraft remain outstanding on the Final Delivery Date for such Aircraft and are not waived or deferred in writing by Seller, Seller may at any time after close of business in New York on the Final Delivery Date for such Aircraft terminate its obligation to sell such Aircraft by notice to Purchaser, whereupon the rights and obligations of the parties hereunder with respect to such Aircraft shall cease and be discharged without further liability on the part of either Seller or Purchaser (except that Seller and Purchaser shall cooperate as may be necessary to cause a portion of the Deposit equal to [CONFIDENTIAL PORTION DELETED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] for each relevant Aircraft to be returned to Purchaser by the Escrow Company).
Seller Conditions. Notwithstanding anything to the contrary contained herein, the obligation of Seller to close title in accordance with this Agreement is expressly conditioned upon the fulfillment by and as of the time of Closing of each of the conditions listed below; provided that Seller, at its election, evidenced by written notice delivered to Buyer at or prior to the Closing, may waive any of such conditions:
12.1.1 Buyer shall have executed and delivered to Seller all of the deliveries required under Section 11.2.2 and shall have paid all sums of money required to be paid under this Agreement.
12.1.2 All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date.
Seller Conditions. The term shall have the meaning set forth in Section 2.3.2.
