Transfer of Independent Aircraft Sample Clauses

Transfer of Independent Aircraft. Upon the satisfaction of the conditions precedent with respect to any particular Independent Aircraft set forth in Section 9.01 and Section 10.02 (and, if applicable, Section 10.05), the IA Seller thereof shall deliver to the applicable IA Purchaser a Notice of Transfer stating that a Closing of the Transfer of such Independent Aircraft shall occur within three (3) Business Days after delivery of such Notice of Transfer unless a Purchaser provides notice to such IA Seller that it is postponing the Transfer Date for such Independent Aircraft until a date on which it can purchase such Independent Aircraft free of Transfer Taxes (which shall be no more than 30 days after the proposed Closing Date specified in such Notice of Transfer). At the Closing and concurrently with the payment of the Aircraft Purchase Price therefor, each IA Seller will Transfer the Independent Aircraft to the applicable IA Purchaser, by delivering to the applicable IA Purchaser a Bxxx of Sale (together with an Assignment of Warranties, and any other Delivery documents required hereunder for such Independent Aircraft) conveying to such Purchaser outright and unconditionally all of such IA Seller’s ownership interest in such Independent Aircraft and the Assigned IA Property related thereto, as set forth on Schedule 1, in each case, free and clear from any and all Liens other than Permitted Encumbrances, and subject to the terms and conditions set forth in this Agreement; reserving, however, to such IA Seller all claims for indemnities payable to any of GAIF or any of its Affiliates, such IA Seller, or any other Seller Indemnified Party under the related Lease(s) in respect of any act or omission or events occurring prior to the Transfer Date (the “IA Retained Rights”). Simultaneously with delivery of the Bxxx of Sale therefor (as the case may be), title to the Aircraft Documents therefor shall pass to such IA Purchaser without any further action and the Lease related thereto shall be novated or assigned pursuant to a Lease Novation or Assignment of Lease (as the case may be). Thereupon, full legal and beneficial title to such Independent Aircraft and the Assigned IA Property shall pass from the IA Seller thereof to the IA Purchaser, free and clear from any and all Liens other than Permitted Encumbrances.
Sample 1
AutoNDA by SimpleDocs

Related to Transfer of Independent Aircraft

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Merger or Consolidation Transfer of Assets If the Owner Trustee merges or consolidates with, or transfers its corporate trust business or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment to the Certificate of Trust as required by Section 9.3(e).

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Waiver of Inventory, Accounting and Appraisal Requirement The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.

  • Adjustments for Consolidation, Merger, Sale of Assets, Reorganization, etc In case the Company (a) consolidates with or merges into any other corporation and is not the continuing or surviving corporation of such consolidation of merger, or (b) permits any other corporation to consolidate with or merge into the Company and the Company is the continuing or surviving corporation but, in connection with such consolidation or merger, the Common Stock is changed into or exchanged for stock or other securities of any other corporation or cash or any other assets, or (c) transfers all or substantially all of its properties and assets to any other corporation, or (d) effects a capital reorganization or reclassification of the capital stock of the Company in such a way that holders of Common Stock shall be entitled to receive stock, securities, cash and/or assets with respect to or in exchange for Common Stock, then, and in each such case, proper provision shall be made so that, upon the basis and upon the terms and in the manner provided in this subsection 7(a)(iii), the Registered Holder, upon the exercise of this Warrant at any time after the consummation of such consolidation, merger, transfer, reorganization or reclassification, shall be entitled to receive (at the aggregate Exercise Price in effect for all shares of Common Stock issuable upon such exercise immediately prior to such consummation as adjusted to the time of such transaction), in lieu of shares of Common Stock issuable upon such exercise prior to such consummation, the stock and other securities, cash and/or assets to which such holder would have been entitled upon such consummation if the Registered Holder had so exercised this Warrant immediately prior thereto (subject to adjustments subsequent to such corporate action as nearly equivalent as possible to the adjustments provided for in this Section).

  • DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS In disposing of Collateral hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by Bank to the payment of expenses incurred by Bank in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds and shall be fully discharged thereafter from all liability and responsibility with respect to any of the foregoing so transferred, and the transferee shall be vested with all rights and powers of Bank hereunder with respect to any of the foregoing so transferred; but with respect to any Collateral or Proceeds not so transferred, Bank shall retain all rights, powers, privileges and remedies herein given.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!