masterusedaircraftpurchaseagreement,2012.docVIP

MASTER USED AIRCRAFT PURCHASE AGREEMENT, 2012 Template Document prepared jointly by AWG and IATA Release Date: October 2012 Preparatory Notes This template document was jointly prepared by AWG – IATA for permissive use by the aviation industry. It is designated as a template document and is intended as a mid-market text which could be used as such or as a framework for efficient negotiations, as the transaction parties deem fit. It may be used by any transaction party, whether or not a member of AWG or IATA. Neither AWG nor IATA express a view on whether this template document should be used in a particular transaction or on whether the positions reflected in the template are appropriate for any particular transaction parties. If used, this template document may be amended in any manner deemed appropriate by the transaction parties. The structure of this template document is that of a master agreement – which is not signed – but rather is incorporated by reference in a particular transaction through an individually executed ‘Purchase Agreement’ which is annexed hereto. It may also be used in connection with the Master Aircraft Lease Assignment, Assumption and Amendment Agreement (2012), a similar AWG – IATA prepared template document. Transaction parties electing to make use of this template document should consult the User’s Guide and Commentary (2012) prepared in connection herewith. TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. TERMS OF SALE AND PURCHASE 1 3. PURCHASE PRICE, DEPOSIT AND TAXES 2 4. PRE-DELIVERY INSPECTION 3 5. NON-COMPLIANCE, DAMAGE OR FAULT OR TOTAL LOSS BEFORE DELIVERY 4 6. DELIVERY 5 7. DISCLAIMERS AND WAIVERS 6 8. MANUFACTURERS WARRANTIES 7 9. INDEMNITIES AND LIABILITY INSURANCE 7 10. TERMINATION 8 11. REPRESENTATIONS AND WARRANTIES 9 12. CAPE TOWN CONVENTION 9 13. MISCELLANEOUS PROVISIONS 10 14. TIME OF ESSENCE 12 15. NO BROKERS OR OTHER THIRD PARTIES 13 _____________________________________________________________