3.5 Title to Assets.
The Seller has good title to all its properties and tangible assets, subject
no lien upon the Closing Date of this Agreement. The Seller’s only tangible assets are the Aircraft and its
spare parts or any related parts to the Aircraft.
3.6 Agreements. Except for the Maintenance Agreement, the Purchase Offer, Escrow
Agreement, and Pilot Agreement to which the Seller is a party, are valid and effective with their
respective terms, with no existing defaults.
3.7 Description of the Aircraft.
(a) Make. Icarus Aerospace Corporation.
(b) Model. I-800.
(c) United States Registration Number. N765BW.
(d) Manufacturer’s Serial Number. 8181.
(e) Engine.
(i) Make. Rolls-Royce.
(ii) Model Number. BR710.
(iii) Quantity. Two.
(iv) Serial Numbers. 72725 and 72726.
(f) Flight Hours. 2,500 hours total flying time.
3.8 Condition of Aircraft.
(a) the Aircraft is in good operating condition, subject to only ordinary wear and
tear; and
(b) the Engines are in adequate condition.
3.9 Aircraft Range. The Aircraft’s maximum range with eight passengers and four crew
members is 6,000 nautical miles at Mach 90.
Article 4 — Buyer’s Representations and Warranties
The Buyer represents and warrants to the Seller as follows:
4.1 Organization and Good Standing. The Buyer
(a) is a corporation duly organized, validly existing and in good standing under the
state laws of New York;
(b) has all requisite corporate power and authority and legal right
(i) to own, operate and lease its properties and assets; and