Common use of Seller Conditions Clause in Contracts

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 Trustee attached thereto to be delivered to Special FAA Counsel to be held in escrow pending a direction by Seller to Special FAA Counsel to release the Bills of Sale from escrow; and (x) the Lessee shall have received the Other Purchase Agreements and Other Leases, duly executed and delivered by Beneficiary and Owner Trustee.

Seller Conditions. The obligation Unless waived in writing by the Seller, the obligations of the Seller to sell consummate the Aircraft to Owner Trustee at the Delivery Time is transactions contemplated herein will be subject to the fulfillment to in all respects, after the reasonable satisfaction of Seller, date hereof and on or waiver by Sellerbefore the Closing Date, of the following conditions precedentconditions: (i) there will be no injunction, restraining order or decree of any nature of any Governmental Authority that is in effect that restrains or prohibits the consummation of the Closing, and no action, suit, proceeding, investigation or inquiry shall be pending or threatened that seeks to restrain or prohibit the consummation of the Closing; (ii) the Calumet Transaction shall have been completed; (iii) the representations and warranties of the Purchaser contained in Section 5.1 and Section 5.4 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on the Closing Date; (iv) the other representations and warranties of the Purchaser contained in this Agreement that are qualified as to materiality or Material Adverse Change shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as though made on the Closing Date; (v) Purchaser shall have performed and complied in all material respects with its covenants and agreements under this Agreement; (vi) all of the consents, approvals, notices and filings set forth on Schedule 3.2(a) shall have been obtained or made and shall be in full force and effect; (vii) the Seller shall have received a certificate, dated the Aircraft Price; (ii) Closing Date and signed by a duly authorized officer of 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 Purchaser, that each of the conditions precedent to obligations of Lessee under the Lease shall set forth in Section 2.3(a) 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 besatisfied; (viii) there shall be no change shall have occurred subsequent (1) pending or threatened litigation or other administrative or judicial action or proceedings, commenced by any Governmental Authority, Antitrust Authority or third party, whether oral or in writing, to prevent or materially interfere with the consummation of the Acquisition, (2) outstanding Civil Investigative Demand or subpoena issued by the U.S. Federal Trade Commission to the execution of this Agreement and prior Purchaser or the Seller with respect to the Delivery Date in Acquisition; or (3) decision or ruling (whether temporary, preliminary or permanent) by any applicable Law Governmental Authority, Antitrust Authority or in court that would restrain, enjoin, postpone or prohibit the interpretation thereof that, in Seller's reasonable opinion, would make it illegal for Seller to perform any of its obligations under any of parties from consummating the Operative Documents to which it is a party;Acquisition; and (ix) Beneficiary shall have caused (1) an application the Purchaser has delivered or made available 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 Trustee attached thereto to be delivered to Special FAA Counsel to be held delivery, each item set forth in escrow pending a direction by Seller to Special FAA Counsel to release the Bills of Sale from escrow; and (x) the Lessee shall have received the Other Purchase Agreements and Other Leases, duly executed and delivered by Beneficiary and Owner TrusteeSection 2.2(b).

Seller Conditions. The Seller' obligation of Seller to sell the Aircraft to Owner Trustee at the Delivery Time is close this transaction shall be subject to and contingent upon the fulfillment to the reasonable satisfaction of Seller, (or waiver by Seller, Seller in writing in its sole discretion) of each of the following conditions precedentconditions: (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 4.1.1 All representations and warranties of Beneficiary, WFB and Owner Trustee Buyer set forth herein or in any of the documents delivered hereunder or under the Lease are true this Agreement and accurate on and as of the Delivery Date as though made on and as of the Delivery Date (unless any each such representation and warranty shall have been made with reference to a specified date, accurate in which case such representation all respects as of the Effective Date and warranty shall be true and accurate in all respects as of such specified date);the Closing Date, as if made on the Closing Date. (vi) All of the Seller covenants and Aero obligations that Buyer is obligated to perform or comply with pursuant to this Agreement prior to or at the Closing and each such covenant and obligation (considered individually) shall have received the Acceptance Certificate duly executed been performed and delivered by Owner Trustee; complied with in all respects; and (viii) Owner Trustee Buyer shall have executed made the deliveries of documents required to be made pursuant to Section 5.2.2. 4.1.3 All Consents necessary as required under Vietnamese law to permit Seller to transfer the Purchased Assets to Buyer as contemplated by this Agreement shall have been obtained and delivered an original application for registration be in full force and effect as of the Aircraft on FAA AC Form 8050-1 Closing Date. 4.1.4 To the extent, if any, that Seller is required to Special FAA Counsel, with pink copy thereof delivered obtain any Governmental Authorizations that relate to the Lessee sale and transfer of the Business or the Purchased Assets, Seller shall have obtained such Governmental Authorizations and such Governmental Authorizations shall be in full force and effect as of the Closing Date or subject to issuance to Seller upon consummation of this transaction. 4.1.5 As of the Closing Date, there shall not be placed on board in effect any legal requirement or any injunction or other order that prohibits the Aircraft at transfer of any portion of the Delivery Time, each to be held in escrow pending a direction Purchased Assets by Seller to LSC Buyer. 4.1.6 Since the Effective Date, there shall not have been commenced or threatened against Seller or any related person of Seller any proceeding (i) seeking damages or other relief in connection with any aspect of this transaction, or (ii) that could reasonably be expected to release have the Bills effect of Sale from escrow;preventing or making this transaction illegal. (vii) Owner Trustee 4.1.7 Seller' Board of Directors or comparable corporate body, if applicable, 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 approved of the Lease or transactions contemplated by this Agreement. 4.1.8 To the Trust Agreementextent Seller' Board of Directors deems it necessary and as required under Vietnamese law, as the case may be; (viii) no change Seller' shareholders 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 approved 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 Trustee attached thereto to be delivered to Special FAA Counsel to be held in escrow pending a direction transactions contemplated by Seller to Special FAA Counsel to release the Bills of Sale from escrow; and (x) the Lessee shall have received the Other Purchase Agreements and Other Leases, duly executed and delivered by Beneficiary and Owner Trusteethis Agreement.

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 obligations of Seller, or waiver PFDC and PICD under this Agreement are subject, at its option, to compliance by SellerBuyer, AFC, AHC, Eagle and Xxxxxx in all material respects with the covenants to be performed by Buyer, AFC, AHC, Eagle and Xxxxxx as set forth in Article III hereof, the contribution of the Xxxxxx PAN pursuant to Section 1.01 hereof, the assumption of the Assumed Ancillary Agreements and the payment of the Cash Consideration pursuant to Sections 1.03 and 1.04, respectively, and to the satisfaction of each of the following conditions precedentconditions: (a) Each of Buyer, AFC, AHC, Eagle and Xxxxxx shall have delivered a certificate to Seller, dated as of the Closing Date, stating that the representations and warranties made by Buyer, AFC, AHC, Eagle and Xxxxxx under this Agreement are true and correct as of the Closing Date. (i) No action or proceeding shall have been instituted before a court or other governmental body by any person, governmental agency, or public authority to restrain or prohibit the transactions contemplated by this Agreement; and (ii) no governmental agency shall have given notice to the effect that consummation of the transactions contemplated by this Agreement would constitute a violation of any law or that it intends to commence proceedings to restrain consummation of the transactions contemplated hereby. (c) PICD, PFDC and Seller shall have received from Xxxxxx & Xxxxxxxx, P.C., counsel to Buyer, AFC, AHC, Eagle and Xxxxxx, an opinion dated as of the Aircraft Price;Closing Date in substantially the form attached hereto as Exhibit B. (d) All necessary consents (in form and substance satisfactory to Seller and Buyer) to the transactions contemplated hereby required to have been obtained from PAGE 91 the parties to the Ancillary Agreements, the Partnership Agreement and ARMLRA (or any assignee thereof) shall have been obtained. (e) Simultaneous with the Closing hereunder (i) Falcon, Ltd. shall have sold its assets to Xxxxxx Oceanics Pacific Ltd. and (ii) the Seller Falcon, Ltd. shall have received Assignment No. 1 duly executed dissolved 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 distributed its assets in accordance with the terms thereof;that certain Partnership Dissolution Agreement dated of even date herewith, effective December 31, 1994. (ivf) all representations and warranties of BeneficiaryThe Assumed Ancillary Agreements shall be assumed by Buyer, WFB and Owner Trustee set forth herein AFC, AHC, Eagle or in any of the documents delivered hereunder or under the Lease are true and accurate on and Xxxxxx, as appropriate. (g) The Terminated Ancillary Agreements shall be terminated as of the Delivery Effective 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 without liability 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 Trustee attached thereto to be delivered to Special FAA Counsel to be held in escrow pending a direction by Seller to Special FAA Counsel to release the Bills of Sale from escrow; and (x) the Lessee shall have received the Other Purchase Agreements and Other Leases, duly executed and delivered by Beneficiary and Owner Trusteeparties thereunder.