AS OF THE
CLOSING DATE FOR SUCH AIRCRAFT.
(IV)
DELIVERY BY BUYER OF THE DULY EXECUTED
ACCEPTANCE CERTIFICATE FOR SUCH AIRCRAFT.
(V)
SUCH AIRCRAFT SHALL BE LOCATED AT
THE DELIVERY LOCATION.
(VI)
RECEIPT BY SELLER OF EVIDENCE THAT
BUYER IS AUTHORIZED TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY AND EVIDENCE
OF THE AUTHORITY OF A PERSON OR PERSONS TO SIGN AND DELIVER ON BEHALF OF BUYER
THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY AND ANY
NOTICE OR OTHER DOCUMENTS TO BE GIVEN OR ENTERED INTO PURSUANT HERETO OR
THERETO.
(VII)
BUYER NOT BEING IN DEFAULT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT
IS A PARTY.
(VIII)
BUYER SHALL HAVE DELIVERED TO SELLER AN
INSURANCE CERTIFICATE MEETING THE REQUIREMENTS OF THIS AGREEMENT.
(IX)
NO CHANGE HAVING OCCURRED AFTER THE
DATE OF THIS AGREEMENT IN ANY APPLICABLE LAW OR REGULATION (OR IN THE
INTERPRETATION THEREOF) WHICH WOULD MAKE IT ILLEGAL FOR SELLER TO PERFORM ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH
IT IS A PARTY (AND ANY OTHER DOCUMENTS TO BE ENTERED INTO PURSUANT HERETO);
PROVIDED THAT IF ANY SUCH CHANGE HAS OCCURRED, THE PARTIES MAY, BUT SHALL NOT BE
OBLIGATED TO, USE ALL REASONABLE COOPERATIVE ENDEAVOURS TO RESTRUCTURE THE
TRANSACTION CONTEMPLATED BY SUCH DOCUMENTS SO AS TO AVOID THE AFOREMENTIONED
ILLEGALITY OR MATERIAL PREJUDICE.
20
(X)
BUYER SHALL HAVE DELIVERED TO
SELLER SUCH DOCUMENTS AND CERTIFICATES AS SELLER MAY REASONABLY REQUEST, AND AS
IT IS ENTITLED OR REQUIRED UNDER APPLICABLE LAW TO PROVIDE, IN CONNECTION WITH
ANY CLAIM FOR EXEMPTION FROM OR A REDUCED RATE APPLICABLE TO ANY TAXES FOR WHICH
SELLER MAY BE RESPONSIBLE BY APPLICABLE LAW OR UNDER THIS AGREEMENT.
(XI)
GUARANTOR SHALL HAVE DELIVERED TO
SELLER A DULY EXECUTED ORIGINAL OF THE GUARANTEE.
8.3
REGISTRATIONS
PRIOR TO, AT AND AFTER CLOSING
UPON THE EXECUTION OF THIS AGREEMENT, SELLER AND BUYER SHALL COOPERATE IN, AND
JOINTLY AUTHORIZE FAA COUNSEL TO MAKE, THE REGISTRATION WITH THE INTERNATIONAL
REGISTRY OF A PROSPECTIVE CONTRACT OF SALE (AS REPRESENTED BY THIS AGREEMENT)
WITH RESPECT TO EACH OF THE AIRCRAFT INCLUDING ENGINES.
IN ADVANCE OF THE CLOSING DATE FOR AN AIRCRAFT, SELLER AND BUYER SHALL HAVE
PRE-POSITIONED WITH FAA COUNSEL ALL CONSENTS, DOCUMENTS OF SALE, TRANSFER, AND
LIEN RELEASES, AND AIRCRAFT REGISTRATION AS MAY BE NECESSARY IN ORDER TO
ACCOMPLISH THE FILING OF SUCH DOCUMENTATION WITH THE FAA, AND IF NECESSARY,
APPROPRIATE REGISTRATIONS WITH THE INTERNATIONAL REGISTRY, CONTEMPORANEOUSLY
WITH PAYMENT OF THE SALE PRICE FOR SUCH AIRCRAFT TO SELLER.
IMMEDIATELY UPON BUYER'S PURCHASE OF AN AIRCRAFT, EVIDENCED BY THE SELLER'S
DELIVERY TO BUYER OF THE DATED, FULLY EXECUTED BILLS OF SALE, ALL RISK OF LOSS
OR DAMAGE TO SUCH AIRCRAFT WILL PASS FROM SELLER TO BUYER.
IMMEDIATELY AFTER BUYER'S PURCHASE OF AN AIRCRAFT, BUYER SHALL APPLY FOR
REGISTRATION OF THE AIRCRAFT IN ITS NAME WITH THE FAA, WHICH REGISTRATION SHALL