Conditions to Obligations of Buyer Parties. In addition to the conditions specified in [Section 6.1], the obligations of the Buyer Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by Parent) of the following conditions:

The obligation of Buyer to purchase the Aircraft from Seller on each Closing Date is subject to the satisfaction or waiver of the following conditions:

Obligations of Seller and Buyer & Conditions Precedent to Closing. On or prior to Closing, Seller shall complete and deliver the Property in compliance with all terms and requirements stated herein, if not already done so, including specifically providing the Initial Dedications. Buyer’s obligation to close on the Property and Seller’s right to retain any of the earnest money deposit (other than the independent consideration) is subject to and conditioned upon the completion, compliance and satisfaction, as of the Closing Date, of each of the requirements described herein and below, and compliance with all delivery requirements of Paragraph 7 above. Unless specifically stated otherwise, the satisfaction of these conditions shall be at Seller’s expense. Buyer shall cooperate with Seller to satisfy these conditions as needed.

Conditions to Closing by the Buyer. The obligations of Buyer to consummate the acquisition of the Control Shares are subject to the satisfaction of the following conditions:

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ​ Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: # AUFP and ​ shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; # all of the representations and warranties of AUFP and ​ herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; # AUFP and ​ shall have executed and delivered to Shareholders all documents necessary to issue the ​ Shares to Shareholders, as contemplated by this Agreement (including those documents described in [Section 3(d)]); and # AUFP and ​ shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ​, respectively.

Conditions to Parties’ Obligations. The obligations of Purchaser and Sellers under this Agreement are subject to satisfaction of the following conditions precedent on or before the Closing Date, any one or more of which may be waived (but only in writing) by Purchaser and Sellers:

Conditions of the Underwriters’ Obligations. The obligations of the several Underwriters hereunder to purchase and pay for the Initial Notes or the Option Notes as provided herein on the Closing Date or the Date of Delivery, as the case may be, shall be subject, in the Representative’s discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of such Closing Date or the Date of Delivery, as the case may be, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

Conditions to Obligations of UBI. The obligations of UBI to effect the Acquisition are further subject to the following conditions:

Conditions to the Investor’s Obligations. The obligation of the Investor to purchase the Shares and Warrant to be issued to the Investor at the Closing is subject to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:

Buyer’s Conditions of Closing. The obligations of Buyer to be performed at Closing are subject to the fulfillment or waiver, at Closing, of each of the following conditions: