From: "jeffrey E." <jeevacation@gmail.com>
To: Larry Visoski clia>
Subject: Re: 1085 Purchase Agreement
Date: Tue, 25 Sep 2018 00:12:20 +0000
ok
On Mon, Sep 24, 2018 at 7:43 PM, Larry Visoski a wrote:
Jeffrey
See Wendy's email below.
She informs the Buyer is not comfortable with this clause relieving seller of any responsibility to cost of re-
installing the engines,
I told Wendy, that Gulfstream quotes $38k to install the engines, and Rolls Royce Corp care covers this
expanse, Gulfstream quotes the install price on their Quote for internal Accounting reasons, I explained to
Wendy, this was exactly what I experienced when we installed the loaners, I would provide this in writing
from Rolls Royce,
Now Wendy says, what if The buyer is turned down for enrollment into Corp Care, which is not going to
happen,
The Buyer was concerned after reading this clause in the contract:
Clause 5G relieves the Seller of any responsibility regarding the engines
and again asks the Seller to acknowledge that there will be no costs without
providing evidence of same. Wentworth is not able to provide Buyer with
these assurances or evidence.
We learned this afternoon that Rolls Royce would bill the titled owner for
the cost of reinstallation - $38,000. Can this be done if reinstallation was
started with one owner and finished with another? How quickly will Rolls
Royce process the transfer and guarantee the new owner that they will be
reimbursed for the cost of the reinstall? Again we are not able to provide
Buyer with the assurances required under 5g.
See Wendy's full email below,
Seller prefer to close after Original engines are installed and deposit goes Hard after preBuy inspection is
completed,
Last date for Rey cell is Oct 23rd, my guess is Oct 29th for installation of engines „ 8 days to install.
Wendy is booking Paint slots and has received 5 paint renderings, the goal is to deliver to the new owner by
Xmas, end of December is what Wendy has told me„ there is no doubt in my mind, they like the plane, they
are not comfortable with some language and sellers non- responsibility if there are unknown cost to install the
original engines.
EFTA01022037
Thx
Larry
Sent from my iPhone
Begin forwarded message:
From:
Date: September 24, 2018 at 6:09:28 PM EDT
To: "'Gary Anzalone"' , "'Larry Visoski'"
Cc: "'Chuck Bierwirth"
Subject: 1085 Purchase Agreement
Dear Gary and Larry,
Based on the information received this afternoon reinstalling engines prior to closing would only delay
closing about 1 week. It resolves the resistance I am getting about the buyer having to absorb all costs and
unknowns, especially as we can't be sure of what they are. Your attorney stated in the last draft that we
should refer to Rolls Royce rather than Seller to make ourselves comfortable with the time frame.
Clause 5G relieves the Seller of any responsibility regarding the engines and again asks the Seller to
acknowledge that there will be no costs without providing evidence of same. Wentworth is not able to
provide Buyer with these assurances or evidence.
We learned this afternoon that Rolls Royce would bill the titled owner for the cost of reinstallation -
$38,000. Can this be done if reinstallation was started with one owner and finished with another? How
quickly will Rolls Royce process the transfer and guarantee the new owner that they will be reimbursed for
the cost of the reinstall? Again we are not able to provide Buyer with the assurances required under 5g.
Depending on the time required to finish the inspection and rectify any Discrepancies the engines may
already be back at Westfield and ready for installation by the time the Aircraft is ready to close. However as
written, even in this case, the aircraft would have to be moved to the Closing location, then ferried back to
Westfield for reinstallation and only then be repositioned at the paint shop.
The simplest solution is to accept the condition of the aircraft upon completion of the prebuy. The deposit
goes hard. Then we close once the engines are reinstalled. I respectfully request that you agree to this
approach.
Regards
Wendy
EFTA01022038
I'll address David's question about taxes. I also wonder, if, since the aircraft is being exported, if it
could be exempt from sales tax in MA, in which case we would close right at Westfield as soon as the
engines re reinstalled.
Sales of aircraft and sales of repair or replacement parts exclusively for use in aircraft or in the significant overhauling or rebuilding
of aircraft or aircraft parts or components on a factory basis are exempt. The definition of "sale" includes a lease or rental.
References: MGL 64H S.6 (uu) and (vv) MGL 6415.7 (d) and (e); MGL 64H S.1; MGL 6415.1
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EFTA01022039