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Aircraft Purchase And Sale Agreement

This is an actual contract by William Lyon Homes.

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Sectors: Real Estate
Governing Law: California , View California State Laws
Effective Date: September 03, 2009
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Exhibit 10.1

AIRCRAFT PURCHASE AND SALE AGREEMENT

This Aircraft Purchase And Sale Agreement (" Agreement" ) is dated as of September 3, 2009 (" Effective Date" ), by and between Presley CMR, Inc., with an address of 4490 Von Karman, Newport Beach, California 92660 (hereinafter referred to as " Seller" ), and Martin Aviation, Inc., or its designee (as provided in Section 4.17), with an address of 19300 Ike Jones Road, Santa Ana, California 92707 (hereinafter referred to as " Buyer" ).

RECITALS

A. Buyer and Seller desire to enter into this Agreement to memorialize their agreement with respect to the purchase and sale of the Aircraft (as defined below) pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual provisions contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. PURCHASE AND SALE OF AIRCRAFT 1.1 Agreement to Sell and Buy . Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, and deliver to Buyer, and Buyer agrees to purchase, one used Gulfstream IV aircraft, Serial Number 1140, Registration N77WL, together with all parts, items of equipment, instruments, components, and accessories installed therein or thereon, including the Rolls Royce Tay MK 611-8 engines having manufacturer' s serial numbers 16388 and 16387, as defined by Exhibit " A" attached hereto (collectively the " Aircraft" ). 1.2 Purchase Price; Terms of Payment . The purchase price of the Aircraft shall be Eight Million Two Hundred Fifty Thousand U.S. Dollars (US$8,250,000.00) (" Purchase Price" ) which shall be paid as follows at the Closing:

(a) Buyer shall pay Two Million Sixty-Two Thousand Five Hundred U.S. Dollars (US$2,062,500.00), by wire transfer of immediately available U.S. funds to the Seller' s bank account.

(b) Buyer shall pay the balance of the Purchase Price by assuming indebtedness owed by Seller to William Lyon Homes, Inc., a California corporation (" WLH" ), with such assumption evidenced by Buyer' s delivery of a promissory note to WLH in the principal amount of Six Million One Hundred Eighty-Seven Thousand Five Hundred U.S. Dollars (US$6,187,500.00), in the form attached hereto as Exhibit " B" with interest at a fixed rate equal to the 12-month LIBOR rate as announced on the Closing Date by the Wall Street Journal plus three percent (3%), with interest only payments to be made semi-annually and a maturity date that is the date that is seven (7) years from the Closing Date. Upon Buyer' s acceptance of the Aircraft on the Closing Date, Buyer shall execute an acceptance certificate in the form of Exhibit " C" attached hereto (" Acceptance Certificate" ) and fax the Acceptance Certificate to Seller, on receipt of which Insured Aircraft Title Services (the " Escrow Agent" ) shall simultaneously release the Title Documents as defined in Section 1.3(d) to the Buyer.


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1.3 Delivery of the Aircraft . (a) Seller shall deliver, and Buyer shall accept, the Aircraft at the Buyer' s address (" Delivery Location" ), subject to the satisfaction of conditions specified in Sections 2.1 and 2.2 (the " Closing Date" ).

(b) The Aircraft is lawfully registered in the name of Seller with the FAA, Seller is the sole owner of the Aircraft and has good and marketable title thereto, and, as of the Closing Date, the Aircraft will be free and clear of any and all claims, liens, mortgages or encumbrances of any kind or character. Between the date of this Agreement and the Closing Date, Seller will not grant or create any lien, mortgage or encumbrance upon the Aircraft or any part thereof. (c) Title to, and risk of loss, injury, destruction, or damage to the Aircraft by fire or other casualty or occurrence, shall pass to Buyer at the time of Buyer' s acceptance of the Aircraft, which shall be evidenced by the concurrent delivery to Seller by Buyer' s representative of the Acceptance Certificate.

(d) Seller and Buyer agree that the sale shall be closed through the Escrow Agent. The Escrow Agent shall receive on behalf of the Seller and Buyer all documents necessary for the closing of the transaction, including: (i) an FAA Bill of Sale, Form 8050-2, in the normal and usual form together with a certificate of registration that will allow the Buyer to obtain a new certificate of registration showing Buyer as the sole owner of the Aircraft; (ii) that certain Aircraft Mortgage and Security Agreement between Buyer and Seller dated as of , 2009; (iii) an FAA Form Aircraft Security Agreement; and (iv) such other instruments and documents necessary for the effective transfer to Buyer of all right, title and interest in and to the Aircraft, free and clear of all claims, liens, mortgages, or encumbrances of any kind or character (the " Title Documents" ). Upon being advised, on or before the Closing Date by both parties in writing or facsimile that all terms and conditions of this Agreement have been met, the Escrow Agent shall file the various Title Documents with the FAA to transfer title to Buyer. Both Buyer and Seller hereby instruct the Escrow Agent not to close escrow until all of the following things have occurred (collectively " Escrow Instructions" ): (i) Escrow Agent receives a copy of the Acceptance Certificate from Buyer; (ii) Seller notifies Escrow Agent of its receipt of the full Purchase Price; (iii) Escrow Agent receives all Title Documents from Seller required to convey all right, title and interest in and to the Aircraft, free and clear of all claims, liens, mortgages, or encumbrances of any kind or character; and

(iv) Buyer provides Escrow Agent with the identity of the legal entity that will hold title on the Aircraft and provides Escrow Agent with all paperwork necessary to transfer clear title to that entity.

(e) Seller will deliver to Buyer at the time of delivery of the Aircraft all original airframe and engine log books, manuals, wiring diagrams, and other records pertaining to the operation and maintenance of the Aircraft that are then in Seller' s possession. Once escrow has closed, Buyer shall be responsible for all costs relating to the Aircraft.


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1.4 Failure Or Delay In Performance . Seller shall not be liable for any failure of or delay in delivery of the Aircraft if such failure or delay is due to Acts of God, terrorism, civil war, insurrection, riots, fires, explosions, accidents, strikes, or labor disputes; or any other cause beyond Seller' s reasonable control. In any of said events that cause a delay for a consecutive period of longer than sixty (60) days from the date of this Agreement or if Seller is otherwise unable to deliver the Aircraft in the condition described in Section 2.1, Buyer may terminate this Agreement by sending Seller and Escrow Agent a written notice of termination. Upon Seller' s receipt of such notice, this Agreement shall terminate and be of no further force or effect. 1.5 Buyer Default . In the event of failure by Buyer to accept delivery of the Aircraft in accordance with the terms and conditions set forth in this Agreement, which failure continues for thirty (30) days after Seller' s written notice of such failure to Buyer (providing Seller is in full compliance with all of its material obligations under this Agreement), this Agreement may be terminated at the election of Seller. Termination of this Agreement shall be Seller' s sole and exclusive remedy in the event Buyer defaults under this Agreement.

1.6 Seller Default . Subject to Section 1.4 above, in the event of failure by Seller for any reason to deliver the Aircraft in accordance with the terms and conditions set forth in this Agreement or upon any breach or default under this Agreement by the Seller, which failure, breach or default continues for thirty (30) days after Buyer' s written notice of such failure, breach or default to Seller (providing Buyer is in full compliance with all of its material obligations under this Agreement), this Agreement may be terminated at the election of Buyer. Termination of this Agreement shall be Buyer' s sole and exclusive remedy in the event Seller defaults under this Agreement.

SECTION 2. CLOSING CONDITIONS

2.1 Condition of Aircraft . It shall be a condition precedent to Buyer' s obligation to purchase the Aircraft, that Buyer declare that the Aircraft is in the following condition on the Closing Date, as documented by Buyer' s delivery of the Acceptance Certificate:

(a) The Aircraft is in an airworthy condition with all systems functioning in accordance with the manufacturer' s specifications, free of material corrosion or damage history, with a current and valid U.S. Certificate of Airworthiness.

(b) The Aircraft is current on the manufacturer' s recommended maintenance program, and GCMP Maintenance Program with all calendar and hourly inspections current through the date of delivery of the Aircraft to Buyer. (c) All FAA Airworthiness Directives, and manufacturer' s mandatory Service Bulletins, applicable to the Aircraft, are complied with through the date of delivery of the Aircraft to Buyer.


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2.2 Conditions to Close . It is a condition precedent to Seller' s obligation to sell and Buyer' s obligation to purchase the Aircraft that each of the following conditions is satisfied as of the Closing Date:

(a) Each party has made all deliveries pursuant to each party' s respective obligations under Section 1.3(d) above.

(b) Each party has performed, in all material respects, all of its duties and obligations under and pursuant to this Agreement, and all representations and warranties made by each party in this Agreement or otherwise will be true and correct, in all material respects, as of the Closing Date.

2.3 Warranties of Seller and Disclaimer . SELLER SELLS AND BUYER BUYS THE AIRCRAFT " AS-IS, WHERE-IS." THE BUYER ACKNOWLEDGES AND AGREES THAT AS BETWEEN THE SELLER AND THE BUYER: (A) THE SELLER IS NOT A MANUFACTURER NOR A DEALER IN PROPERTY OF SUCH KIND AS THE AIRCRAFT; AND (B) THE SELLER HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE, AND HEREBY EXPRESSLY DISCLAIMS AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE FOR ANY PARTICULAR PURPOSE OF THE AIRCRAFT OR ANY PART THEREOF, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR THE ACCURACY OF THE AIRCRAFT' S AIRFRAME AND ENGINE LOGBOOKS, except that Seller represents and warrants that on the delivery of the Aircraft: (i
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