Common use of Xxxxxx'x Closing Conditions Clause in Contracts

Xxxxxx'x Closing Conditions. The obligation of Lessor to terminate the ----------------------------- Lease and transfer title to the Aircraft to Lessee on the Closing Date is subject to the satisfaction (or waiver by Lessor) of each of the following conditions precedent: (i) All approvals and consents of any trustees or holders of any indebtedness or obligations of Lessee that are required in connection with any transaction contemplated by the Transaction Documents shall have been duly obtained. (ii) Each of the Transaction Documents to which Lessee is a party shall have been duly authorized, executed and delivered by Lessee and shall be in full force and effect with respect to the Lessee and executed counterparts shall have been delivered by Lessor. (iii) On the Closing Date (i) the representations and warranties of Lessee contained in Section 7(b) shall be true and accurate as though made on and as of such date, and (ii) nothing shall have occurred that will prevent Lessee from performing its obligations under the Transaction Documents. (iv) Lessor shall have received the following documents: (1) an incumbency certificate of Lessee as to the persons authorized to execute and deliver the Transaction Documents to which it is a party and each other document to be executed on behalf of Lessee in connection with the transactions contemplated by the Transaction Documents, including the signatures of such persons; (2) a certificate, dated the Closing Date, signed by a Director of Lessee, addressed to Lessor and certifying as to each of the matters stated in Sections 7b(i) and (iii); and (3) a broker's letter of undertaking and insurance certificate complying with the provisions of Section 13 hereof. (v) Lessor shall have received all of the Term-Out Payments, and Lessee shall have instructed Lessor to retain the Security Deposit and Additional Rent held by Lessor as per Section 4b(iv) hereof.