EFTA00796286.pdf

AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of September , 2018, by and between JEGE, LLC, a U.S. Virgin Islands limited liability company, whose address is 6100 Red Hook Quarter, B3, St. Thomas, U.S. Virgin Islands ("Seller"), and DOMINUS HOLDING LTD, a , whose address is One Lane Hill, East Broadway Hamilton HM19, Bermuda ("Purchaser"). RECITATIONS: Subject to the tents and conditions set forth in this Agreement, Seller desires to sell, transfer, and deliver to Purchaser, and Purchaser desires to purchase, one used 1988 Gulfstream G-IV aircraft, as more fully described in Exhibit —F. bearing manufacturer's serial number 1085, and currently registered with the United States Federal Aviation Agency (the "FAA") as N1201E, together with said aircraft's two engines (subject to Section 5(g) hereof), and with all avionics, equipment systems, furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, and all other records and paperwork relating to the above-described aircraft and engines in Seller's possession (collectively, the "Aircraft"). NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Purchase Price: Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Three Million One Hundred Thousand U.S. Dollars (US $3,100,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Upon execution of this Agreement, Purchaser shall place a deposit of Two Hundred Fitt Thousand U.S. Dollars (US $250,000) (the "Deposit") in escrow with Insured Aircraft Title Services (the "Escrow Agent"). 21 E. Main Street. Suite 100 Oklahoma City. OK 73104. Attention: Joan Roberts. Reference: N1201E. subject to the terms of this Agreement, The full-amount-balance of the Purchase Price in-is the amount of Three—Two Million One—Eight Hundred Fifty Thousand U.S. Dollars (US $3400,000:002,850.000) (the "Purchase Price Balance"). Thu the-Closing,sekl-Porehese-Pureliase Price Balance shall be are-to-be-wire transferred to the Escrow Agent prior to the Closing. The Escrow Agent shall place both the Deposit and the Purchase Price Balance into the Special Escrow Account (as defined below) maintained with Escrow Agent Insured-Aircraft Title & (tlie&ierow-Agener 2-1-E-r Mein Sa:t... 100, Okhd.o...a Car, OK 73104, Att.artie, . IAA NI2OJE„ fewstamijor its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. 1.1 Establishment of Special Escrow Account. As soon as is practical following receipt-kW the the wire transfer of the Purchase Price Balance to the general escrow cannnented[01]: Chuck Blone1rth account of Escrow Agent maintained at Bank of America , with an 2018-09-21 15:23:00 address at, Oklahoma City, Oklahoma 73102, the Escrow Agent shall cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow EFTA00796286 Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Denosit and the Purchase Price Balance shall is-to-be held in escrow by Escrow Agent in the Special Escrow A„e.at, andAccount and shall be payable 1,1„..id.bl, to Purchaser or payable-to the Seller as provided by and in accordance with the express provisions of this Agreement. Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with the transactions contemplated by this Agreement. 2. Condition of the Aircraft. (a) At the time of Seller's delivery to Purchaser of the Aircraft at the Closing, the Aircraft will be delivered to Purchaser: (a) with good and marketable title, free and clear of all liens and encumbrances, (b) with complete and continuous log books and maintenance records, (c) in an airworthy condition with a valid FAA standard airworthiness certificate, (d) with all components and systems in normal working order, (e) with no damage history or material corrosion, (f) in compliance with the mandatory portions of all FAA airworthiness directives and mandatory service bulletins that have been issued with respect to the Aircraft with due dates on or prior to closing, (g) current, as of closing on the manufacturer's recommended inspection and maintenance programs with all hourly, cycle and calendar inspections required under such program complied with without deferral, -(h) with all paperwork necessary to deregister the Aircraft for export to Bermuda at closing, and ONIIIIWIESEK82]: The Export requirement could potentially be construed as conflicting with (i) with all engine, APU, and other enrolled programs fully paid up through the date of SC below. - Closing and conforming to the specifications detailed in Exhibit For purposes hereof, Chuck Biervirth 2018-09-21 15:56:00 "Normal Working Order" shall mean a condition which (i) is consistent with the COMfnented INOUE]: I AM UNIJIARE OF THE specifications, limitations and requirements of the maintenance and/or operations manual CONFLICT. PLEASE SPECIFY NSA? THE CONFLICT applicable to the unit, (ii) is good, but not necessarily perfect, it being understood and agreed IS. Micro that normal wear and tear, including any blemishes in the cosmetic appearance of the interior, 2018-09-22 08:31:00 which does not materially impair performance of the unit shall be acceptable, and (iii) does not require a modification to the normal life limitation, overhaul or inspection interval of the unit. Adclitionatk-if-tbainft-efingines-(derised-iii-narawapl elew)-liame-ne;-yet Commented (14OU4): PLEASE GET REAMER COMFORT TOO REQUIRE FROM ROLLS ROYCE Oil TUE berl-^,:”}Ft-tkil-on-theaireraft-theri-Seller-shall-pro3,4de-wficten-eentionation-from-Rells ISSUE. Iliwee-that-ibt-gx-isi.ins-efingines-shall-be-Fetumed-110-tater-than40-Geteber,204.8-and-ilia; Microsoft Office User 2018-09-22 09:00:00 Purc-baser-chal 3. Pre-Purchase Inspection. (a) Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft in accordance with this Section 3 at the facility of Gulfstream Aerospace, located in Westfield, Massachusetts (the "Inspection Faculty"). Reasonably promptly following the Unc.. execution of this Agreement Seller shall position the Aircraft to the Inspection Facility tn, thz of bas..css eo Sept...tilvz. 24, 201K. (b) The Pre-Purchase Inspection will be performed on behalf of Purchaser and at Purchaser's cost and expense in order to dereftnine-whether-er-net-confirm that thethe Aircraft conforms to the Delivery Condition as provided in Section 2 of this Agreement. (c) Purchaser shall cause the Pre-Purchase Inspection to be commenced at the Inspection Facility as soon as is reasonably practicable after Seller has positioned the EFTA00796287 Aircraft to the Inspection Facility, and will endeavor to cause it to commence by not later than 28Oetober -I 2018 subject to slot availability.: (d) The scope and duration of the Pre-Purchase Inspection shall be as provided on Exhibit A hereto, incorporated by this reference as if fully provided herein. (e) Daring-As pan of its the-Pre-Purchase Inspection, Purchaser shall be entitled, at its cost, to conduct al. .A.t.al Eiulfstreant-ARC-trflight test at conclusion of the Pre-Purchase Inspection to be flown by the Seller's pilots with up to three (3) representatives of Purchaser accompanying the flight, including, without limitation, a qualified co-pilot for the flight test. All procedures to be adopted during such flight test, including, without limitation, procedures ordinarily utilized in connection with Gulfstream ARCS fl g 11 tests shall be as requested by the Inspection Facility or Purchaser and agreed to by Seller prior to the commencement of such flight test or, if arising out of a condition or circumstance occurring during said flight test, as may be requested by the Inspection Facility or Purchaser and agreed to by Seller during said flight test, subject, however, at all times to the discretion of the Seller's pilot who shall have absolute operational discretion and control over the Aircraft. If an additional flight test is required at the conclusion of the rectification of any COMMenled (Wain WE DO NOT DISAGREE THAT REASONABLE PROCEDURES REQUIRED BY ISE agreed Discrepancies, the cost of the test flight shall be borne by Seller. INSPECTION FACILITY AND PURCHASER, SUCH AS THOSE THAT WOULD BE REQUIRED FOR AN ARCS FLIGHT MST MAY BE UTILIZED. HOWEVER, (f) Purchaser shall, in its sole discretion, accept or reject the Aircraft by GULFSTREAM ARCS ORDINARILY HAS GULFSTRFAN not later than two (2) business days following the completion of the Pre-Purchase Inspection PILOTS FLYING THE PLANE. IN THIS CASE SELLER'S PILOT WILL FLY THE PLANE. INSPECTION and ;3.:da.t.xthe receipt of a written inspection report from the Inspection Facility (the FACILITY AND PURCHASER ARE ONBOARD AND "Inspection Report"), copies of which shall be made available to the Seller. Any difference, PURCHASER CAN HAVE ONE IF ITS QUALIFIED REPRESENTATIVES SERVE AS A CO-PILOT, BUT discrepancy or defect in the Aircraft from any of the Delivery Condition requirements in OPERATIONAL CONTROL SHALL ALWAYS BE WITH Section 2 hereof is referred to in this Agreement as a "Discrepancy". The Inspection Report SELLER'S PILOT. THIS IS WHAT WE HAVE AGREED TO IN THE PAST WHEN NE PURCHASE AIRCRAFT AND shall note thereon each Discrepancy, if any, found during the Pre-Purchase Inspection IS APPROPRIATE. (including, without limitation, during the test flight) and include written estimates of the costs MIcroaoft Carina Uaar 2018-09-22 09:20:00 to repair each Discrepancy so noted. At Purchaser's discretion, Purchaser shall either accept the Aircraft in its "as-is", "where-is" and "with all faults" eanditiencondition. accept the condition of the Aircraft subiect to Seller's rectification of any listed -orDiserepancies that prevent the Aircraft from beine-airworthyconforminc with the Delivery Conditions - reject the Aircraft. Purchaser's acceptance shall be evidenced by Purchaser's issuance to Seller of a Certificate of Technical Acceptance in the form of Exhibit B attached hereto (the "Certificate of Technical Acceptance"). If titc.e ar.. or.. o. ...o e obit+ eause-Purchaser in its discretion to eleccs not to proceed with the purchase of the Aircraft, Purchaser shall deliver to Seller witteawrinen notice of Purchaser's termination of this Agreement in the form of Exhibit C hereof (a "Termination Notice"). (g) If Purchaser has issued a Termination Notice in accordance with Section 3(f), Escrow Agent shall refund to the Purchaser the Deposit and, if already received the Purchase Price Balance, if--alroady—reseivet4r te—Purehaserr whereupon all further obligations of Seller and—Par-shaserand Purchaser pursuant to this Agreement shall cease. (h) If Purchaser accepts the Aircraft "as is-" as evidenced by Purchaser's execution and delivery of the Certificate of Technical Acceptance to Seller, if not already transferred, the Deposit shall become nonrefundable. provided that there is no breach of this Agreement by Seller requiring the return of the Deposit to Purchaser. EFTA00796288  tin If Purchaser accepts the Aircraft subject to rectification of the Discrepancies and Seller agrees to rectify the Discrepancies that prevent the Aircraft front then Purchaser's Ddeposit shall be become non- CannumlmodrNS]: There aro Delivery Conditions asch as souk:moot list that aro not refundable, subject, however, to the requirement that it be refunded nocosaarily airworthy Stoma. solely in the event of a breach of this Agreement Default-by Seller. If WEI4A 2028-09-24 12:28:00 Seller refuses to correct any the—Discrepancies that prevent the Airccraft from , then Seller shall reimburse Purchaser for its Pre-Purchase Inspection costs (as disclosed on Exhibit A hereto), and Escrow Agent shall return the Deposit whereupon this Agreement shall terminate and neither party shall have any further obligation to the other hereunder. 4. International Registry. At least one (I) day prior to the Closing, Seller and Purchaser each, at its own expense, shall have obtained approval on the International Registry at httpslAvww.intemationalregistry.aero to be a Transacting User Entity and such approvals shall be a condition precedent to the Closing. Prior to the Closing, Seller and Purchaser shall each designate Escrow Agent as Seller's and Purchaser's Professional User Entity for purposes of requesting and providing consent to the registration of a searchable Contract of Sale (Bill of Sale) evidencing the transfer of title to the Aircraft from Seller to Purchaser. 5. Closing and Delivery. ja.)_(a) . Purchaser and Seller agree that all transactions or acts associated with the delivery of the Aircraft and its transfer to the Seller hereunder shall be deemed to occur simultaneously as one continuous act all of which shall be considered "Closing. (b) The closing of the transactions contemplated by this Agreement ("the Closing") and the delivery of the Aircraft to Purchaser shall take place at Wilimington, Delaware or at such other place as the parties may subsequently agree upon in writing (the "Closing Place"), es-Seefl-as-is praefteahle-afteno later than five (5) business days from Purchaser's delivery to Seller of the Certificate of Technical Acceptance and Seller's rectification of any Discrepancies that prevent the Aircraft front being remuired-for-the-Aircraft-mtonfornywitivibeDetiyery-Conditionsbut-in no-eyen-later than-live{5}husiness-days-alterstielt-deilyery, unless the parties hereto shall mutually agree in writing on a later closing date (the "Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent: EFTA00796289  (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); (B) An FAA Bill of Sale for the Aircraft duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "FAA Bill of Sale"); (C) All paperwork necessary to deregister the Aircraft for export to Bermuda at closing, including, without limitation, an irrevocable request to deregister the Aircraft with the FAA Civil Aviation Registry, in a form approved by the FAA, executed by an officer or manager of Seller, with his or her title shown, all said paperwork and said export to be obtained at Purchaser's sole cost and expense (the "DeregLstration Paperwork"); and (D) All releases of liens, terminations or other documents, if any, which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser, free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before the Closing Date, Purchaser shall deliver or cause to be delivered to Escrow Agent the following: (A) Purchaser shall wire transfer tThe Purchase Price Balancervottieh-Pnittuse Balance Aran b.. ham*R....A into the Special Escrow Account of Escrow Agent in accordance with wire transfer instructions to be provided to Purchaser by Escrow Agent prior to the Closing Date; and (iii) In addition to the documents described above, Seller and/or Purchaser may deliver or cause to be delivered to Escrow Agent such other documents and with such instructions as may be subsequently agreed upon in writing by the parties hereto and Escrow Agent. The documents described in subparagraphs (i)r (ii.) and (iii) of this Section 5(b) are hereinafter referred to collectively as the "Escrow Documents". (c) Other than detiveryingdelivering the Deregistration Paperwork to the Escrow Agent as provided herein, and to authorize the Escrow Agent to issue the deregistration request to the FAA at Closing as provided in Section 5(e) below, Purchaser rammented (CBI]: m ,• PLEASE ADVISE WHAT IS IN CONFLICT. , WE ARE DELIVERING PAPERWORK REQUIRED TO DEREGISTER THE AIRCRAFT AND WILL AUTHORIZE THE ESCROW shall be solely liable to arrange for the deregistration of the Aircraft and export lathe Aircraft AG£VT TO FILE IT. PURCHASER HOWEVER MOST ARRANGE FOR EXPORT AND REGISTRATION WITH to Bermuda following Closing. Seller shall reasonably cooperate with Purchaser in BEISTMA AND WE WILL REASONABLY COOPERATE (HELP connection with those efforts; provided, however, that Seller shall not be required to incur ANY WAY WE CAN SHORT OF HAVING TO PAY COSTS THAT MOULD BE REQUIRES TO SE INCURRED TO any costs or expense in doing the same. REGISTER THE AIRCRAFT IN BERMUDA) . NE UNDERSTAND, HOWEVER, THAT MOVEICENT FROM FAA REGISTRY TO BERMUDA REGISTRY IS NOT (d) Prior to the Closing Date, each of Seller, Purchaser and Escrow Agent PROBLEMATIC. shall notify each of the others in writing (either by correspondence, fax or e-mail) of the h.ok as.ant:etr. 2018-09-21 16:02:00 EFTA00796290 name or names and telephone number of each representative of the respective parties which is to participate in the conference call to be conducted in connection with the Closing (hereinafter the "Closing Conference Call"). The ClosingSonference Call shall be originated by Purchaser on the Closing Date at on or about 10:00 M., U.S. Central Daylight Time, so as to complete the Closing, including the filing of the Escrow Documents with the FAA Registry in Oklahoma City, Oklahoma, prior to the closing of that office on the Closing Date. (e) At the Closing, and after the representatives of each of Seller, Purchaser and Escrow Agent have each announced their attendance on the Closing Conference Call, provided that all of the requirements of Sections 5(b), (c) and (d) have been complied with, then the following shall occur: (4— Escrow Agent shall confirm that it is in pocsecion the full Purchase Price and half (112) —the Escrow Fee, and all documents necessary for Closing. fit) Seller's and Purchaser's onsite representatives shall confirm that the Aircraft is at the Delivery Location and Purchaser has executed the Delivery Receipt by transmitting a copy of the executed Delivery Receipt to Escrow Agent. (iii) Subject to ther provisions of Section 5(g) hereof, if (A) the records of the FAA then reflect that Seller is the record owner of the Aircraft and that said Aircraft is free and clear of all recorded liens, claims and encumbrances (or will be upon the filing of the Curative Documents held by the Escrow Agent, which Curative Documents Escrow Agent shall have authorization to release and/or file in accordance with this Agreement), (B) the records of the International Registry do not reflect the registration of any such liens, claims or encumbrances against the (Aircraft, and there are no a.._ -(Caul: And Encino:, Chuck Blortarth registrations on the International Registry reflecting ownership 2018-09-21 16:06:00 of the Aircraft or any part thereof in the name of any third party, and (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, then Escrow Agent shall so Commented(039): And nrqinAn' RESPONSE: TEE ENSINES APR SUBJECT TO A LEASE AND ARE ON advise the participants on the Closing Conference Call MAN. SO TEST CANNOT BE EPEE AND CLEAR OF (iv) end-tThen but only then. Seller shall authorize Escrow Agent LIENS Chuck 810tVt(th to release the Bills of Sale in exchange for release of the 2018-09-21 :6:07:00 Purchase price. and Purchaser shall authorize Escrow Agent to release the Purchase Price in exchange for the Bills of Sale whereupon Escrow Agent shall hold the Bills of Sale for Purchaser's benefit and immediately wire the Purchase Price to Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date. As promptly as possible, Escrow Agent shall obtain and provide the participants with the Federal Reference Number for said wire and, immediately thereafter Escrow Agent shall file the signed and dated FAA Bill of Sale and any other necessary Escrow Documents with the FAA Registry for recordation and release the Warranty Bill of Sale to Purchaser=.Seller—sitail EFTA00796291  eutheriee—the—Eserew—Agent—to--r and proceed with the deregistration of the Aircraft for export to Bermuda, and Purchaser with the assistance of the Escrow Agent shall procure the filing of an application for the deregistration of the Aircraft at the FAA and request the FAA to deregister the Aircraft from the FAA Civil Aviation Registry and transmit the Deregistration Documents to the KAABermuda CAA. The Escrow Agent shall obtain a copy of the Deregistration Telex from the FAA and provide the same to Seller and Purchaser. In addition, Escrow-Agent-shall-file-the-signed-WW-dated-FAA B411-4-Sale-and-any-ether-neetary-Eserew-Deeninenu-with the-FAA Reb:stry-for-reeerdatiop-andr upon doing so, shall then notify each of the participants on the Closing Conference Call of the time of filing of each such Escrow Document. Escrow Agent shall also email to Purchaser a pdf of the signed and dated Warranty Bill of Sale and the signed and dated FAA Bill of Sale. Immediately following the above, the following shall occur at the Closing Place: (Y) Seller's representative shall deliver possession of the Aircraft to Purchaser; and (Z) Purchaser shall complete, execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit E. (ii) Immediately following the above, Escrow Agent, as the Professional User Entity for each of Seller and Purchaser, shall electronically initiate and consent to the registrations with the International Registry of the interests created by the Warranty Bill of Sale (the same being referred to as a contract of sale for purposes of the International Registry) with respect to the Aircraft. (f) Following completion of the Closing as prescribed above, Escrow Agent shall mail the hard copy original of the Warranty Bill of Sale to Purchaser at an address specified by Purchaser. (g) Anything' to the contrary provided in this Agreement notwithstanding. CAWililleithd(M10) Wood to COVLOW with Purchaser's attorney. Since the engines would Purchaser acknowledges that the two Rolls Royce Tay 611-8 engines ordinarily equipped on be back within days, it would be Butch simply the Aircraft, Serial Nos. 16291 and 16292 (the "Existing Engines") have been removed and to have then reinstalled prior to closing. NEM delivered for overhaul—mid-life inspections and such overhaul as may be determined 2018-09-21 13:34:00 necessary by Rolls Royce pursuant to the Rolla'', Royce Corporate Care program covering the Existing Engines, and that the two Rolls Royce Tay 611-8 engines currently equipped on the Aircraft, Serial Nos. 16694 and 16642 are on loan from Rolls Royce Canada pursuant to the Cannwnded[C611]: I have no raniliarity with thl , what exposure this night terms and conditions of the Rolls-Royce Engine Lease Agreement, dated June 20, 2018, contract number CC-18-JEGE LLC, pending the ovechatil-mid.life inspections and any such required overhaul of the Existing Engines. Purchaser waives all provisions in this Agreement 20. relating to the Delivery Condition of the Aircraft that pertain to the Existing Engines and the awnewenied[VVI2R11]; engines currently on loan from the manufacture land any provisions that do not and would not Ditto. I don't ..r.i..ratand why, it thre are additional coats, they would become the allow for any parts to be installed on the Aircraft on a temporary or loaner basis at responsibility or the buyer. Closing.' Purchaser acknowledges that upon until completion of said mid-life Mae 2018-09-24 12:40:00 EFTA00796292 ittsnectionsoyeektul and any such required overhaul of the Existing Engines the replacement engines will-be-currently provided under the Rolls Royce Corporate Care program covering the Existing Engines at-are at no cost above and beyond the payments required in the ordinary course under said Rolls Royce Corporate Care program. Purchaser further acknowledges that said replacement will take place subsequent to Closing, that Seller's sole liability and obligation to Purchaser in respect of the Existing Engines is to be current through the Closing on its required payments under said Rolls Royce Corporate Care program, and that upon Closing Seller shall have no liability with respect to the Existing Engines, the engines currently equipped on the Aircraft or the replacement of the same. Purchaser assumes all liability for the required payments under the said Rolls Royce Corporate Care program covering the Existing Engines from and after the Closing. Purchaser agrees to indemnify and hold harmless Seller from and against any—and—allall liability in respect of the Existing Engines, the engines currently equipped on the Aircraft, the replacement of the same, and any and—allall payments under the said Rolls Royce GermeateC'ornorate Care program with respect to periods from and after the Closing. Purchaser's indemnification and hold harmless obligation hereunder shall survive the Closing. (It) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before the Closing Date (or such later date as Seller and Purchaser may OwnmenIWWDM13]: If the delivery condltlona are not aatlaflod why should Enigma Agent hold agree upon in writing and provide to Escrow Agent), then, except as otherwise expressly back the deposit? provided in this Agreement, Escrow Agent shall do the following: NEM 2018-09-24 12:45:00 (i) Escrow Agent shall return to Seller those Escrow Documents theretofore delivered to Escrow Agent by Seller and any other documents which may be held on behalf of Seller by Escrow Agent, and Escrow Agent shall return to Purchaser those Escrow Documents theretofore delivered to Escrow Agent by Purchaser and any other documents which may be held by Escrow Agent on behalf of Purchaser; and (ii) If earlier received by Escrow Agent, the Purchase Price Balance shall be returned to Purchaser, or in accordance with Purchaser's instructions to Escrow Agent: and (iii) Escrow Agent shall retain the Deposit until Seller and Purchaser furnish Escrow Agent with a written agreement which gives Escrow Anent instructions for payment of said funds or. if Escrow Anent is not furnished with such a written agreement, Escrow Agent shall retain the Deposit until Escrow Agent is ordered to pay said funds in accordance with the final order of a court of competent jurisdiction. Ckinumental[M14]: DIZeuna vitt. FlorMuda NOMA 2018-09-24 12:44:00 (;;) If ::•41;z1 by EaCf0V. AbA.t, th, Pereheae al —II b.. t.. tvg H 'th I e D handlochiWageordanea-witli-Parehasee-s-i4464FOCAS40-E64f0YFAgent, 6. Fee of Escrow Agent. The fee of Escrow Agent (which fee also includes any out-of-pocket expenses incurred by Escrow Agent) for performing its duties specified herein shall be paid by each of Purchaser and Seller in equal portions. Their respective portions of said fee shall be paid by them to Escrow Agent as and when required by Escrow Agent. In addition to its duties specified above, the duties of Escrow Agent shall EFTA00796293 also include (a) delivering a written preliminary tide and lien report with respect to the Aircraft's airframe, the Engines (subjection to the provisions of Section 5(g) hereof)-end-the APIA and also a written post-closing title and lien report with respect to the same to each of 61Wilnielrbbi(CM151: Lion Tappets' aro available for APO's? Purchaser and Seller, and (b) as Seller's and Purchaser's Professional User Entity, making Chuck BLorvirth registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale) 2018-09-21 11:13:00 with respect to the transfer of title to the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the Aircraft. 7. Taxes. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser for, any and all excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties, including interest or penalties imposed thereon, and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with the use, ownership, possession, maintenance or operation of the Aircraft prior to the Closing including, without limitation, any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft (b) Purchaser shall be responsible for and shall pay, or reimburse Seller for, any and all sales, excise, gross receipts, use, personal property, transfer or similar taxes, assessments or duties including interest or penalties imposed thereon and any costs incurred in defense of the nonpayment thereof, including reasonable attorney's fees and expenses, arising out of, or incurred in connection with, the sale and delivery of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after die Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of die Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser that Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any-end-eliall leases, liens, claims, rights to purchase and encumbrances of any kind or nature. 9. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8 HEREOF, ELSEWHERE IN THIS AGREEMENT OR IN THE WARRANTY BILL OF SALE (THE "EXPRESS CONTRACT WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS CONTRACT WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO EFTA00796294 PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. PURCHASER ACKNOWLEDGES AND AGREES WITH THE PROVISIONS OF SECTION 5(G) OF THIS AGREEMENT. 10. Breaches and Remedies. (a) Failure by Purchaser to pay the full Purchase Price at Closing in accordance with this Agreement. or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement after notice of the same from Seller and an opportunity to cure the same within five 15) days after receipt of such notice, or any material misrepresentation by Purchaser pursuant to this Aereement. as a result of which the Closing does not take Saul, shall, upon the actual or offered performance by Seller of all its GOnpntlddd(W16T: ghat la not occasioned by the [allure of seller -. obligations hereunder, constitute a breach of this Agreement by Purchaser and the panics NOMA hereto expressly agree that in the event of such breach, the Deposit shall be forfeited by 2028-09-24 12:47:00 Purchaser, and the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages. Purchaser and Seller hereby agree that actual damages. if any, to Seller would be speculative and difficult to ascertain, and the Deposit shall serve as complete liquidated damages to Seller, and that the Deposit amount is a reasonable forecast of Seller's actual damages in such event, and Purchaser shall have no further or other liability in connection herewith. The foregoing remedy shall be Seller's sole and exclusive remedy, all other remedies, including but not limited to direct monetary damages, as well as incidental and consequential damages. being hereby WAIVED by Seller. The limitation of Seller's remedies as set forth in this Section 10(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies, should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) Failure by Seller to deliver to Purchaser in accordance with this Agreement the Aircraft in the Delivery Condition, or to deliver in accordance with this Agreement the Warranty Bill of Sale, the FAA Bill of Sale, or any other Closing documents required hereby. or any other failure or refusal by Seller to perform any of its obligations under this Agreement after notice of the same from Purchaser and an opportunity to cure the same within five 15) days after receipt of such notice, or any material misrepresentation by Seller pursuant to this Agreement, as a result of which the Closing does not take place. shall upon the actual or offered performance by Purchaser of all of its obligations hereunder constitute a breach of this Agreement by Seller. The parties hereto expressly agree that in the event of such breach. Purchaser shall be entitled to the immediate return of the Deposit and, if already delivered to Escrow Agent. the Purchase Price Balance, and in addition to such return and the reimbursement of Purchaser's Pre-Purchase Inspection costs as provided for in EFTA00796295 Section 3(h) hereof. The foregoing remedies. including those set forth in Section 3(h) hereof shall be Purchaser's sole and exclusive remedies, all other remedies. including but not limited to direct monetary damages. as well as incidental and consequential damages. being hereby WAIVED by Purchaser. and Seller shall have no further or other liability in connection with such breach. The limitation of Purchaser's remedies as set forth in this Section 10(b) shall not be construed to limit or otherwise adversely affect Purchaser's post- closing remedies, should the Closing occur, for breach of Seller's title warranties or the breach of any nost-closing obligations of Seller set forth in this Agreement. The _aerie. hereto .._.."ecsl y agr a hat i., t re e. 3_t of a.... b_ea"r. of this Agreet either pasty. after notica and a rea:;onabb opportunity to cure. 1h3 Rewthase-Price-Balancer if-afteady-tklivered-te-the-aserev.i-Agetth-shallbe-returned-te Rurehaser-end-tteinter-party-shall-have-any-further-liability-to-theethee 11. Performance. Force Majeure and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be terminated in its entirety by either party without liability to the other party, except that the-the Deposit and Purchase Price Balance, if already delivered to Escrow Agent, shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of government or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft and any other property sold hereunder from any cause whatsoever, including but without limiting the generality of the foregoing, risks of damage to or loss or destruction of the Aircraft and liability to third parties for property damages, personal injury or death, shall pass to and be assumed by Purchaser upon the filing of the FAA Bill of Sale with the FAA and delivery of the Aircraft to Purchaser in accordance with the provisions of this Agreement. Upon delivery of the Aircraft in accordance with the provisions of this Agreement, Purchaser shall assume and, effective as of the completion of the Closing, hereby assumes, all responsibility in connection with the Aircraft and all risks incident to ownership, maintenance, repair, use and modification thereof. 12. Other Matters. (a) Each party hereto agrees to execute and deliver such additional documents and take such further actions as may be reasonably requested by the other party hereto to fully effectuate and carry out the purposes of this Agreement. (b) Except as expressly provided herein, the provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. EFTA00796296  (c) This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and sup