Conditions to Closing Closing Covenants. (a) Lessor’s obligations to purchase the Aircraft from the Supplier and to lease the Aircraft to Lessee are both subject to and conditioned upon (i) the representations and warranties of the Lessee contained herein being true and accurate as of the Acceptance Date and (ii) the Lessor receiving on or prior to the Acceptance Date, all of the following in form and substance satisfactory to it: (i) the Purchase Documents duly executed and accompanied by evidence of authenticity and authority; (ii) evidence of reservation of an “N” number for the Aircraft, together with an assignment of Lessee’s rights in such “N” number to Lessor unless an “N” number has already been assigned and will be retained; (iii) evidence that the Aircraft has been duly certified as to type and airworthiness by the FAA in the form of a Standard Airworthiness Certificate (FAA AC Form 8100-2) issued by the FAA; (iv) four (4) duly executed originals of the Lease, including, Lease Supplement 1, Lease Supplement 2 and all schedules and exhibits thereto, all in proper form for filing with the FAA; (v) (A) such organizational documents for Lessee as requested by Lessor, (B) a certificate or certificates executed by an authorized representative of the Lessee certifying that the execution, delivery and performance of this Lease, the Purchase Documents, the applicable FAA documents and the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of the Lessee, and (C) an incumbency certificate of the Lessee containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Lessee; (vi) certificate(s) of insurance as to the coverage required under Section 14 hereof, accompanied, if requested by Lessor, by the applicable policies and report(s) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requirements; (vii) evidence that each of the Lessee and the Supplier is a registered user entity and has appointed an administer with the International Registry, that all such parties have been approved as such by the registrar of the International Registry and that each such administer, if requested by Lessor, has consented to FAA Counsel as its professional user entity to act on such parties behalf for purposes of consenting to the registration of the International Interest provided for in the Aircraft by this Lease and the Warranty ▇▇▇▇ of Sale with the International Registry, as applicable, and that FAA Counsel has received in escrow the executed FAA AC Form 8050-2 Aircraft ▇▇▇▇ of Sale (the “▇▇▇▇ of Sale”) by Supplier in the name of Lessor,AC Form 8050-1 Aircraft Registration Application in the name of Lessor (the “Registration Application”) (except for the pink copy which will be available to be placed on the Aircraft upon acceptance thereof), and FAA AC Form 8050-135 FAA Entry Point Filing International Registry, releases, consents and discharges in form and substance satisfactory to Lessor, FAA Counsel and/or Lessor’s counsel of any Liens, such other bills of sale, in the form of FAA AC Form 8050-2, the Warranty ▇▇▇▇ of Sale, filing forms, or otherwise, as are necessary, in the opinion of Lessor’s counsel and/or FAA Counsel to vest good and marketable title to the Aircraft in the name of Lessor, and three (3) executed originals of the Lease and Lease Supplements 1 and 2, all the foregoing (except for the Warranty ▇▇▇▇ of Sale) being in proper form for filing with the FAA; (viii) certificate(s) of good standing for Lessee from the state of its organization and the state in which Lessee’s chief executive offices and principal place of business are located if requested by the Lessor; (ix) an opinion of counsel for Lessee in form and substance satisfactory to Lessor and its counsel if requested by Lessor; (x) an opinion of FAA counsel in form and substance satisfactory to Lessor and its counsel; (xi) evidence of filing of such UCC financing statements and registration with the International Registry of Lessor’s International Interest and of the Warranty ▇▇▇▇ of Sale in the Aircraft (including the Airframe and each Engine) as deemed appropriate by Lessor’s counsel; (xii) Evidence of the payment of a documentation fee to Lessor; (xiii) Payment of all fees and disbursements (including attorneys’ fees) incurred by Lessor in the negotiation and filing of documentation; and (xiv) collateral assignment(s) to Lessor of any and all subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Aircraft or any part thereof (which assignments shall include Lessee’s International Interest and associated rights therein relating to the Aircraft but shall not include any obligations, liabilities and/or duties of any kind whatsoever of Lessee or any other party, person or entity of any kind whatsoever in connection therewith or related thereto) and, if requested by Lessor, evidence of the registration with the International Registry of the assignment of the International Interest and associated rights of Lessee in such agreements; and (xv) Such other documents as Lessor may reasonably request.
Appears in 1 contract
Conditions to Closing Closing Covenants. (a) Lessor’s obligations to purchase the Aircraft from the Supplier and to lease the Aircraft to Lessee are both subject to and conditioned upon (i) the representations and warranties of the Lessee contained herein being true and accurate as of the Acceptance Date and (ii) the Lessor receiving on or prior to the Acceptance Date, all of the following in form and substance satisfactory to it:
(i) the Purchase Documents duly executed and accompanied by evidence of authenticity and authority;
(ii) evidence of reservation of an “N” number for the Aircraft, together with an assignment of Lessee’s rights in such “N” number to Lessor unless an “N” number has already been assigned and will be retained;
(iii) evidence that the Aircraft has been duly certified as to type and airworthiness by the FAA in the form of a Standard Airworthiness Certificate (FAA AC Form 8100-2) issued by the FAA;
(iv) four (4) duly executed originals of the Lease, including, Lease Supplement 1, Lease Supplement 2 and all schedules and exhibits thereto, all in proper form for filing with the FAA;
(v) (A) such organizational documents for Lessee as requested by Lessor, (B) a certificate or certificates executed by an authorized representative of the Lessee certifying that the execution, delivery and performance of this Lease, the Purchase Documents, the applicable FAA documents and the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of the Lessee, and (C) an incumbency certificate of the Lessee containing the name(s), title(s) and specimen signatures of the person(s) authorized to execute and deliver such documents on behalf of Lessee;
(vi) certificate(s) of insurance as to the coverage required under Section 14 hereof, accompanied, if requested by Lessor, by the applicable policies and report(s) of insurance broker(s) or underwriter(s) as to the conformity of such coverage with such requirements;
(vii) evidence that each of the Lessee and the Supplier is a registered user entity and has appointed an administer with the International Registry, that all such parties have been approved as such by the registrar of the International Registry and that each such administer, if requested by Lessor, has consented to FAA Counsel as its professional user entity to act on such parties behalf for purposes of consenting to the registration of the International Interest provided for in the Aircraft by this Lease and the Warranty ▇▇▇▇ of Sale with the International Registry, as applicable, and that FAA Counsel has received in escrow the executed FAA AC Form 8050-2 Aircraft ▇▇▇▇ of Sale (the “▇▇▇▇ of Sale”) by Supplier in the name of Lessor,, AC Form 8050-1 Aircraft Registration Application in the name of Lessor (the “Registration Application”) (except for the pink copy which will be available to be placed on the Aircraft upon acceptance thereof), and FAA AC Form 8050-135 FAA Entry Point Filing International Registry, releases, consents and discharges in form and substance satisfactory to Lessor, FAA Counsel and/or Lessor’s counsel of any Liens, such other bills of sale, in the form of FAA AC Form 8050-2, the Warranty ▇▇▇▇ of Sale, filing forms, or otherwise, as are necessary, in the opinion of Lessor’s counsel and/or FAA Counsel to vest good and marketable title to the Aircraft in the name of Lessor, and three (3) executed originals of the Lease and Lease Supplements 1 and 2, all the foregoing (except for the Warranty ▇▇▇▇ of Sale) being in proper form for filing with the FAA;
(viii) certificate(s) of good standing for Lessee from the state of its organization and the state in which Lessee’s chief executive offices and principal place of business are located if requested by the Lessor;
(ix) an opinion of counsel for Lessee in form and substance satisfactory to Lessor and its counsel if requested by Lessor;
(x) an opinion of FAA counsel in form and substance satisfactory to Lessor and its counsel;
(xi) evidence of filing of such UCC financing statements and registration with the International Registry of Lessor’s International Interest and of the Warranty ▇▇▇▇ of Sale in the Aircraft (including the Airframe and each Engine) as deemed appropriate by Lessor’s counsel;
(xii) Evidence of the payment of a documentation fee to Lessor;
(xiii) Payment of all fees and disbursements (including attorneys’ fees) incurred by Lessor in the negotiation and filing of documentation; and
(xiv) collateral assignment(s) to Lessor of any and all subleases, management agreements, interchange agreements, charter agreements, purchase agreements and any other present and future agreements of any kind whatsoever relating to the Aircraft or any part thereof (which assignments shall include Lessee’s International Interest and associated rights therein relating to the Aircraft but shall not include any obligations, liabilities and/or duties of any kind whatsoever of Lessee or any other party, person or entity of any kind whatsoever in connection therewith or related thereto) and, if requested by Lessor, evidence of the registration with the International Registry of the assignment of the International Interest and associated rights of Lessee in such agreements; and
(xv) Such other documents as Lessor may reasonably request.
Appears in 1 contract