Airplane Contract Essay

15112 Words Dec 14th, 2012 61 Pages
Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

Stock Purchase Agreement

Stock Purchase Agreement, dated December 6, 2011, between Supersonic Business Ventures, Inc., a Delaware corporation, (“SBV”), Delilah Wings Corp., a Delaware corporation, (“DWC”) and Sam Samson (“Samson”), (collectively the “Sellers”), and Fly-by-Night Aviation, Inc., a New York corporation (“Aviation”).

Recitals: (A) After the Closing, Aviation intends to enter into a one year contract with
Roundhead Industries Corp. (“Roundhead”) to provide charter services for its executives. Aviation cannot enter the contract with Roundhead until the consummation of the transactions contemplated by this Agreement
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(p) “Diligent Investigation” means an investigation that includes interviewing each Executive Officer of a company, either currently working at the company or having worked there in the prior five years,3 under inspection and reviewing all relevant Government and company records relating to the matter of inquiry and performing an in person inspection of the facilities or properties under inspection.

(q) “Engines” means the two Rolls-Royce Tay engines model number Mk611-8, bearing Serial Numbers 72725 and 72726.

(r) “Environmental Liabilities” means any obligation to pay any civil fines, penalties or costs of assessment, cleanup, removal or remediation for pollution or contamination or expenses for the modification, repair or replacement of any facilities or equipment to comply with federal, state, local or foreign environmental standards.

(s)“Escrow Agent” means Harold C. Astor & Associates, an Oklahoma partnership.

(t) “Escrow Agreement” has the meaning set forth in section 3.8.

(u) “Escrow Amount” means $300,000 delivered in accordance with section 2.2(c), together with all interest earned thereon.

(v) “ET” means eastern time.

(w) “Executive Officer” means (when used with reference to the Corporation Aviation, SBV or DWC) the Corporation, Aviation, SBV or DWC’s CEO, CFO, COO, president, any vice president of the Buyer in charge of a principal business unit, division or function (including without limitation

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