EFTA02596210.pdf

From: jeffrey E. <[email protected]> Sent: Saturday, November 15, 2014 9:50 PM To: Alireza Ittihadieh Seller wants us to indemnify =eller for post Delivery operating costs or liabilities (not sure why we sh=uld have to) and wants us to add Seller and its recent owners and financie=s as Additional Insureds on our policy for 2 years following the closing. =C2 ?? F. One of the provisions in the Agreement says that Seller will="transfer or procure the transfer, by way of the i=sue to the Buyer of a full warranty bill of sale, the full legal, equitabl= and beneficial, good and marketable title, to the Aircraft to the Buyer a= delivery free of all liens and encumbrances" See "T=tle" on page 3 of the draft. English drafting is always horr=ble, but does the fact that they need to include a provision to "proc=re the transfer" mean that Seller is not the current owner of the Air=raft? Iwe want to contract directly with the owner G. Engli=h law is said to apply to this transaction. no =A0purchase price from $26,500,000 to $25,000,000. B. Consistent with yo=r prior email which stated that we would pay $2MM if we walked away withou= any reason (i.e., not related to any failures by Seller), reduced t=e second deposit from $1.5 MM to $1 MM, so that together with the first de=osit of $1 MM, the total transaction deposit will be $2 MM. C. I expand=d the list of what constitutes "Records" of the Aircraft.<=div> D. <=span>l fine tuned some of the language for the Delivery Condition in which=Seller is required to deliver the Aircraft - see Page 4 - and added a requ=rement that there be no history of any accidents, and the requirement spec=fically as part of the Delivery Condition, that the Aircraft be delivered =ith an Export Certificate of Airworthiness required to export the Aircraft=to and register it in the United States. it has to be US certified. i u=derstand that a DAR must be hired , but there must not be something that p=events us cert F. I changed the time within which Buyer is requi=ed to start its full Pre-Purchase Inspection from 5 business days after th= execution of the Sale Agreement to 15 business days. I was not sure=how much time Larry would need to put everything together and get someone =eliable to oversee the inspection, so I gave him essentially 3 weeks to do=so. G. Consistent with prior email, I added provisions in the off=r to the effect that if the deal falls through as a result of Seller =99s breach, then our costs of inspection, travel, consultants, etc will be=reimbursed by Seller in addition to our receiving the return of our deposi=s. I also provided that the same would be true if Seller refused to =orrect $1.MM <http://1.MM> or less of discrepancies and that=caused the agreement to be terminated. =AO please note The information contained in this communication is<=r>confidential, may be attorney-client privileged, may constitute insid= information, and is intended only for the use of the addressee. It is =he property of JEE Unauthorized use, disclosure or copying of thiscommunication or any part thereof is strictly prohibited and may be un=awful. If you have received this communication in error, please notify =s immediately by return e-mail or by e-mail to [email protected] <mailto:[email protected]> , and destro= this communication and all copies thereof, EFTA_R1_01781143 EFTA02596210 including all attachments. =opyright -all rights reserved 2 EFTA_R1_01781144 EFTA02596211