ACCEPTANCE AND TRANSFER OF OWNERSHIP Clause Samples

ACCEPTANCE AND TRANSFER OF OWNERSHIP. 7.1 The Aircraft shall be delivered in accordance with the schedule specified in attachment “G” hereto. Embraer shall give Buyer [***] advance notice by e-mail or facsimile of the date on which Embraer considers that each Aircraft will be ready for inspection, acceptance and subsequent delivery. The final notification shall be issued by Embraer to Buyer with no less than [***] prior to the date that the Aircraft will be made available for Buyer’s inspection, which date shall be defined as the “Scheduled Inspection Date”, on which date Buyer shall promptly start inspecting such Aircraft. 7.2 Buyer shall be allowed a reasonable period of time but in no event greater than [***] to inspect and conduct an acceptance flight of each Aircraft prior to its delivery. [***]. Embraer will provide the fuel and insurance for the Aircraft’s acceptance flight in accordance with the insurance policy of Embraer. 7.3 If Buyer finds an Aircraft acceptable, Buyer shall promptly execute and deliver a certificate of acceptance of such Aircraft and pay any and all amounts then due and payable pursuant to this Agreement, including but not limited to all amounts referred to in Articles 4.1, 4.2, 7.8 and 8 as applicable. Simultaneously with receipt of the certificate of acceptance and the payments then due and payable, Embraer shall issue a warranty ▇▇▇▇ of sale, thus effecting transfer of title and risk in and to the Aircraft to Buyer, free and clear of any liens and encumbrances, at which time Buyer shall promptly remove the Aircraft from the facilities of Embraer. 7.4 Buyer may decline to accept an Aircraft which does not materially comply with the specification set forth in Attachment “A” or [***] not in an airworthy condition. For the purposes of this Article 7, an Aircraft shall be deemed not to be materially compliant when one or more of the Aircraft characteristics identified in Article 11.2.1 (i) through (vii) are adversely affected by such non-compliance vis-à-vis the specification set forth in Attachment “A”. 7.5 If Buyer declines to accept an Aircraft, Buyer shall give Embraer written notice of all specific reasons for such refusal within [***] following the last day of the [***] inspection period permitted above and Embraer shall have [***], commencing on the [***] after receipt of such notice, to take all necessary actions in order to resubmit the Aircraft to Buyer for re-inspection. 7.6 Buyer shall be allowed [***] to re-inspect the Aircraft, starting on the day immed...

ACCEPTANCE AND TRANSFER OF OWNERSHIP. 7.1 Unless Embraer notifies Buyer otherwise, each Aircraft shall be delivered in accordance with the provisions specified pursuant to Article 5 herein on its respective Contractual Delivery Date. Embraer shall give Buyer [***] advance notice of the date on which Embraer considers that each Aircraft will be ready for delivery in the condition specified herein. Upon [***], Embraer will give Buyer [***] Days advance notice of [***]. 7.2 Buyer shall be allowed [***] to inspect [***] ([***] the “Inspection”) of each Aircraft prior to its delivery. [***] will be provided by Embraer [***]. After [***], such Aircraft will be delivered by Embraer to Buyer in accordance with Article 6 hereof. 7.3 Buyer shall accept the Aircraft provided [***]. Immediately after such acceptance, [***] and Embraer shall execute the necessary title and risk transfer documents required to effect title transfer [***]. 7.4 If Buyer declines to accept an Aircraft [***], Buyer shall promptly give Embraer notice of all specific reasons for such refusal [***]. 7.5 Subsequent to a [***] pursuant to Article 7.4, Buyer shall inspect the Aircraft [***] (“Reinspection”). [***]. 7.6 Should [***] fail to comply with the procedures specified in this Article 7, the [***]. 7.7 Should Buyer not perform its obligations in accordance with this Article 7 within [***], Embraer shall [***]. 7.8 Embraer agrees to [***]. 7.9 [***]

ACCEPTANCE AND TRANSFER OF OWNERSHIP. 7.1 The Aircraft shall be delivered in accordance with the provisions and schedules specified in Article 5 herein. Each Aircraft shall be offered to Buyer for inspection, acceptance and subsequent delivery by means of written notices issued by Embraer as follows: 7.1.1. A first notice shall be issued * prior to the relevant Aircraft Contractual Delivery Date informing Buyer of the *; 7.1.2. A second notice shall be issued * prior to the relevant Aircraft Contractual Delivery Date informing Buyer of the *; and 7.1.3. A third notice shall be issued to Buyer upon *, with confirmation of the Scheduled Inspection Date, on which date Buyer shall promptly start inspecting such Aircraft. Embraer shall issue the notice informing the Buyer of the Scheduled Inspection Date at least * prior to such Scheduled Inspection Date.

ACCEPTANCE AND TRANSFER OF OWNERSHIP. Unless Buyer is notified otherwise and subject to this Agreement, the Aircraft shall be delivered in accordance with the provisions and schedules specified in Article 5 herein. Embraer shall give Buyer advance notice of the delivery of each Aircraft as follows: *** ***