Airplane Contract

Topics: Corporation, Sales, Asset Pages: 53 (15103 words) Published: December 8, 2012
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 as Roundhead will not enter the contract until Aviation has full ownership of the Aircraft. The offer to enter the contract will expire on January 13, 2012 at 5:00 pm ET.1 Accordingly the parties agree:

Article 1 Definitions.

1.1 Definitions. As used in this Agreement, terms defined in the preamble or recital of this Agreement have the meanings set forth therein and the following terms have the meanings set forth below:

It is essential to include this recital in order to support Aviation’s condition precedent that the deal must be executed no later than January 13, 2012 before the end of regular business hours to give Aviation enough time to enter into the Roundhead contract. 1


Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

(a)“Agreement” means this Stock Purchase Agreement and all schedules and exhibits hereto.

(b)“Aircraft” means the Airframe, equipped with Engines and aircraft accessories, including but not limited to, all appliances, avionics, furnishings and other components, equipment and property incorporated in or on or attached to the Airframe or Engines on the date of this Agreement, except as to such parts that will require fixing or updating between the execution of this Agreement through the Closing and replacement parts.

(c)“Airframe” means the Gulfstream Aerospace Corporation G550 aircraft, bearing United States Registration No. N765BW and Manufacturer’s Serial No. 8181.

(d) “Authority” means full corporate power, authority and legal right.

(e) “Bank” means the Wells Fargo branch located at 217 2nd avenue New York, New York.

(f) “Bank Account” has the meaning set forth in section 3.20.

(g) “Buyer Indemnified Person” means any of Aviation’s officers, directors, employees, representatives or shareholders.2

(h)“Claim” means any claim, suit, action or litigation.

2. This expanded indemnitee group is particularly important to ensure that the Sellers will be obligated to indemnify any member of Aviation sued in their individual capacity or attempts to sue shareholders by piercing the corporate veil.

Exam ID: E24526818 (Chaim Dienstag) Commercial Drafting

Stock Purchase Agreement Professor Alan Shaw

(i)“Closing” means the closing of the sale of the Aircraft contemplated by this agreement.

(j) “Closing Date” means January 13, 2012.

(k)“Consent” means any consent, approval or authorization of or notice to or designation, registration, declaration or filing with, any Person.

(l) “Contract” means, with respect to any Person, any contract, lease, agreement, license, arrangement, commitment, or understanding to which that Person is a party or by which that Person or any of its properties or assets may be bound or subject to.

(m) “Corporation” means Supersonic Wings Corp.

(n)“Court” means any Federal, state, local or foreign authority, court, tribunal, agency or other governmental authority.

(o) “Damage” means any problem, defect, loss, liability, obligation, damage, cost or expense (including without limitation, costs of investigation, Court costs, cost of appellate proceedings, legal and attorney’s fees and expenses) or diminution of value, whether or not...
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