Aircraft Purchase Agreement

Aircraft Purchase Agreement This Aircraft Purchase Agreement, dated October 30, 20X2, is between Supersonic Wings Corp., a Delaware corporation (the “Seller”), and Fly-by-Night Aviation, Inc., a New York corporation (the “Buyer"). Background This Agreement provides for the sale of the Seller’s Icarus Aerospace Corporation I-800 jet to the Buyer. Accordingly, the parties agree as follows: Article 1 – Definitions 1.1 Defined Terms. Terms defined in the preamble have their assigned meanings, and each of the following terms has the meaning assigned to it. “Agreement” means this Aircraft Purchase Agreement and its Schedules and Exhibits, as each may be amended from time to time. “Aircraft” means the Airframe, equipped with the Engines, together with all appliances, avionics, furnishings, and other components, equipment, and property incorporated in or otherwise related to the Airframe or Engines. “Airframe” means the Icarus Aerospace Corporation I-800 aircraft, bearing United States Registration Number N765BW and Manufacturer’s Serial Number 8181. “Assigned Contracts” means the Maintenance Agreement and the Pilot Agreement. “Assumed Liabilities” means, collectively, all liabilities and obligations of the Seller that arise under (a) the Maintenance Agreement on or after the Closing Date and (b) the Pilot Agreement on or after the Closing Date. “Aviation Fuel” means the gas or liquid that is used to create power to propel the Aircraft. “Closing” means the closing of the sale of the Aircraft contemplated by this Agreement in New York, New York on the Closing Date. “Closing Date” has the meaning specified in Section 2.04(a). “Consent” means any consent of, approval of, authorization of, notice to, or designation, registration, declaration, or filing with any Person. “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 it or any of its properties or assets may be bound or affected. “Engines” means the two Rolls-Royce engines, Model Number BR710, bearing Serial Numbers 72725 and 72726. “Laws” means all federal, state, local, or foreign laws, rules, and regulations. “Lien” means any lien, charge, encumbrance, security interest, mortgage, or pledge. “Maintenance Agreement” means the Maintenance Agreement, dated as of April 3, 20X0, between Greasemonkeys, Inc. and the Seller, as it may be amended from time to time. “Order” means any judgment, award, order, writ, injunction, or decree issued by any federal, state, local, or foreign authority, court, tribunal, agency, or other governmental authority, or by any arbitrator, to which any Person or its assets are subject. “Person” means any individual, partnership, joint venture, corporation, trust, unincorporated organization, government (and any of its departments or agencies), or other entity. “Pilot Agreement” means the Pilot Agreement, dated as of May 12, 20X1, between Ace Pilots, Inc. and the Seller, as of the date of this Agreement. 2