5.1.12 Good Standing Certificate. Buyer shall have received a good standing certificate with respect to each Seller issued by the Secretary of State of the State of Delaware, dated as of a date not more than ten (10) business days prior to the Closing Date.
5.2 Conditions Precedent to the Sales. Each Sellers obligations to agree on the Closing Date to sell its Aircraft or Engine(s) and to assign the related Lease on the pertinent Transfer Date are subject to the satisfaction or waiver of all of the following conditions on or before the Closing Date:
5.2.1 Purchase Price. With respect to such Sellers Aircraft or Engine(s), the Buyer shall have issued, or stand ready at the Closing to issue, to Seller Representative, on behalf of the Sellers, the Purchase Price in accordance with § 3.
5.2.2 Agreements. Such Seller shall have received, for delivery at the Transfer Time, the Delivery Receipt and, if applicable, the Lease Assignment therefor, duly executed by the Buyer and, with respect to the Lease Assignment, the Lessee.
5.2.3 Representations and Warranties True. All representations and warranties of the Buyer and the Lessee contained in § 6.2 and § 6.3 shall be true and correct as of the date of this Agreement and at and as of the Closing Time, as though such representations and warranties were made at and as of the Closing Time.
5.2.4 Evidence of Authority. Such Seller shall have received a certificate executed by an officer of the Buyer, dated as of the Closing Date, (a) certifying the authorization by all necessary action of the execution, delivery, and performance by the Buyer and the Lessee of this Agreement and the Sale Documents to which it is a party and the resolutions of the Buyer with respect thereto, and (b) identifying by name, title, and specimen signature, the persons authorized to execute and deliver the Sale Documents to which it is a party.
5.2.5 Taxes. Such Seller shall have received from the Buyer a sales tax exemption certificate with respect to potential Delivery Locations, or shall be otherwise reasonably satisfied that no Transfer Taxes shall be payable by such Seller in connection with the transactions contemplated hereby.
5.2.6 Illegality. On the Closing Date, the performance of the transactions contemplated hereby, upon the terms and conditions set forth herein, shall not violate, and shall not subject such Seller to any penalty or liability under, any law, rule, or regulation binding upon such Seller.
5.2.7 No Proceedings. On the Closing Date, no legal or governmental action, suit, or proceeding shall have been instituted or overtly threatened