Delivery Process. 9.2.1 The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****. 9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer). At Delivery, the Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in and risk of loss of or damage to the Aircraft will transfer to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale. 9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement. 9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 3 contracts
Sources: Airbus A321 Aircraft Purchase Agreement (Frontier Group Holdings, Inc.), Letter Agreement (Frontier Group Holdings, Inc.), Letter Agreement (Frontier Group Holdings, Inc.)
Delivery Process. 9.2.1 The Buyer willwill send its representatives (which, when with respect to Leased Aircraft, may include representatives of the Lessor) to the Delivery Location to take Delivery of each Aircraft at the date on which such Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the fly such Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the each Aircraft to the Buyer (or, with respect to a Leased Aircraft, the Lessor) free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 (or, with respect to a Leased Aircraft, provided that Buyer has executed and delivered to Lessor a definitive lease agreement) and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer (or with respect to Leased Aircraft, the Lessor) with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the such Final Price of the such Aircraft as may reasonably be requested by the BuyerBuyer (and, with respect to Leased Aircraft, to the Lessor). ***** Title to, property in to and risk of loss of or damage to the such Aircraft will transfer pass to the Buyer (or, with respect to Leased Aircraft, the Lessor) contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 (i) If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) if Buyer fails to pay the Balance of the Final Price of such Aircraft to the Seller (or with respect to a Leased Aircraft, if Buyer fails to execute and take Delivery of the Aircraft when required under Clause 9.2.1deliver to Lessor a definitive lease agreement), then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 2 contracts
Sources: Purchase Agreement (American Airlines, Inc.), Purchase Agreement (American Airlines Inc)
Delivery Process. 9.2.1 The Buyer will, when shall send its representatives to the Delivery Location to take Delivery within […***…] after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and shall transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer). At Delivery, ) provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller will pursuant to Clause 8.3. The Seller shall provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation confirming transfer of title and receipt of the Final Contract Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer shall pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If by the last day of the period set forth in Clause 9.2.1 above, the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3Seller, or (ii) pay the Balance of the Final Contract Price of such for the Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1Seller, then the Buyer will shall be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will shall retain title to such the Aircraft and (b) the Buyer will shall indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance)rejection, it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such the Aircraft. These rights of the Seller will shall be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 2 contracts
Sources: Purchase Agreement (Hawaiian Holdings Inc), Purchase Agreement (Hawaiian Holdings Inc)
Delivery Process. 9.2.1 The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in and risk of loss of or damage to the Aircraft will transfer to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1Aircraft, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 2 contracts
Sources: Purchase Agreement (Frontier Group Holdings, Inc.), Purchase Agreement (Frontier Group Holdings, Inc.)
Delivery Process. 9.2.1 The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in and risk of loss of or damage to the Aircraft will transfer to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1Aircraft, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 2 contracts
Sources: Purchase Agreement (Frontier Group Holdings, Inc.), Purchase Agreement (Frontier Group Holdings, Inc.)
Delivery Process. 9.2.1 The Buyer willshall, when within [***] days after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller sign the Certificate of Acceptance, pay the Balance of the Final Price, send its representatives to the Delivery Location, take Delivery of the Aircraft and remove fly the Aircraft away from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will shall deliver and transfer title to the Aircraft to the Buyer free and clear of all liens, claims, charges, security interests and all encumbrances of any kind whatsoever (except for any liens or encumbrances created by or on behalf of the Buyer). At Delivery) provided that (i) the Balance of the Final Price and any other amounts due under this Agreement have been paid by the Buyer to the Seller, (ii) the Certificate of Acceptance has been signed and delivered to the Seller will pursuant to Clause 8.3. The Seller shall provide the Buyer with a ▇▇▇▇ of [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer shall pass to the Buyer contemporaneously at Delivery. Delivery (“Delivery”) shall be deemed to have occurred when (i) and (ii) above have occurred and the Seller has provided the Buyer with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If 9.2.3.1 Should the Buyer fails to fail, within the period specified in Clause 9.2.1, to:
(i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or ; or
(ii) pay the Balance of the Final Price of such for the Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1, Aircraft; then the Buyer will shall be deemed to have rejected Delivery wrongfully delivery of the Aircraft without warrant when such Aircraft was duly tendered to the Buyer it hereunder. If such a deemed rejection arises, then in addition Without prejudice to Clause 5.7 and the remedies of Clause 5.8.1, Seller’s other rights under this Agreement or at law (a) the Seller will shall retain title to such the Aircraft and (b) the Buyer will shall bear all risk of loss of or damage to the Aircraft and shall indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance)failure, it being understood that the Seller will shall be under no duty to towards the Buyer to store, park, insure, or otherwise protect such the Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery 9.2.3.2 Should the Buyer fails fail to remove fly the Aircraft from the Delivery Location, then, away as mentioned in Clause 9.2.1 above and without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 9.2.3.1 (b) shall apply.
Appears in 1 contract
Delivery Process. 9.2.1 The Buyer willshall, when within [**] after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller sign the Certificate of Acceptance, pay the Balance of the Final Price, send its representatives to the Delivery Location, take Delivery of the Aircraft and remove fly the Aircraft away from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will shall deliver and transfer good and valid title to the Aircraft to the Buyer free and clear of all liens, claims, charges, security interests and all encumbrances of any kind whatsoever (except for any liens or encumbrances created by or on behalf of the Buyer)) [**] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. At Delivery, provided that (i) the Balance of the Final Price and any other amounts then due under Clause 5.5 have been paid by the Buyer to the Seller will and (ii) the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller shall provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation as may be acceptable to the Buyer confirming transfer of good and valid title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer shall pass to the Buyer contemporaneously at Delivery. Delivery (“Delivery”) shall be deemed to have occurred when (i) and (ii) above have occurred; and the Seller has provided the Buyer with the delivery by the Seller to the Buyer of such ▇▇▇▇ of SaleSale and tendered physical possession of the Aircraft to the Buyer at the Delivery Location.
9.2.3 If Except if the Buyer fails is relieved of its obligation to (i) accept Delivery of an Aircraft under this Agreement, should the Buyer fail to deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to within the delivery period set forth in Clause 8.3, or (ii) 9.2.1 and/or accept Delivery of and pay the Balance of the Final Price for an Aircraft that is Ready for Delivery and in respect of such Aircraft which the Buyer has or is obligated to the Seller and take Delivery deliver a Certificate of the Aircraft when required under Clause 9.2.1Acceptance, then the Buyer will shall be deemed to have rejected Delivery wrongfully delivery of the Aircraft without warrant when such Aircraft was duly tendered to the Buyer it hereunder. If such a deemed rejection arises, then in addition Without Prejudice to Clause 5.7 and the remedies of Clause 5.8.1Seller’s other rights under this Agreement, (a) the Seller will shall retain title to such the Aircraft and (b) the Buyer will shall indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences actually incurred by the Seller resulting from the Buyer’s rejection (including but not limited any delay or failure to risk of loss of or damage to timely effect such Aircraft not covered by insurance), it being understood that the payment. The Seller will be under no duty use reasonable efforts to the Buyer mitigate its damages and such costs to store, park, park or otherwise protect such the Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Delivery Process. 9.2.1 The Buyer will, when shall send its representatives to the Delivery Location to take Delivery within seven (7) days after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and shall transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer). At Delivery, ) provided that the Balance of the Final Contract Price has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller will pursuant to Clause 8.3. The Seller shall provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation confirming transfer of title and receipt of the Final Contract Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer shall pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3on or before the Delivery Date, or (ii) pay the Balance of the Final Contract Price of such for the Aircraft to the Seller and take on the Delivery of the Aircraft when required under Clause 9.2.1Date, then the Buyer will shall be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will shall retain title to such the Aircraft and (b) the Buyer will shall indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance)rejection, it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such the Aircraft. These rights of the Seller will shall be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Delivery Process. Confidential Treatment Requested. USA — Amended and Restated Airbus A350 XWB Purchase Agreement PA – 33 of 109 EXECUTION PRIVILEGED AND CONFIDENTIAL
9.2.1 The Buyer will, when will send its representatives to the Delivery Location to take Delivery within **after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created other than those arising by or on behalf through the Buyer, provided that the Balance of the Final Contract Price has been paid by the Buyer), pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇b▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and and/or such other documentation confirming transfer of title and receipt of the Final Contract Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property Property interest in and risk of loss of or damage to the Aircraft will transfer pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇b▇▇▇ of Salesale.
9.2.3 If (i) the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3on or before the Delivery Date, or (ii) the Buyer fails to pay the Balance of the Final Contract Price of such for the Aircraft to the Seller and take on the Delivery of the Aircraft when required under Clause 9.2.1Date, then the Buyer will be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered pursuant to the Buyer hereunderthis Agreement. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such the applicable Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraftrejection. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Sources: Airbus A350 XWB Purchase Agreement (Us Airways Inc)
Delivery Process. 9.2.1 The Buyer will, when will send its representatives to the Delivery Location to take Delivery within ** after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created other than those arising by or on behalf through the Buyer, provided that the Balance of the Buyer)Final Contract Price has been paid by the Buyer pursuant to Clause 5.4. At Delivery, and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller will provide the Buyer with a ▇b▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and and/or such other documentation confirming transfer of title and receipt of the Final Contract Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property Property interest in and risk of loss of or damage to the Aircraft will transfer pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇b▇▇▇ of Salesale.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3on or before the Delivery Date, or (ii) pay the Balance of the Final Contract Price of such for the Aircraft to the Seller and take on the Delivery of the Aircraft when required under Clause 9.2.1Date, then the Buyer will be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered pursuant to the Buyer hereunderthis Agreement. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such the applicable Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraftrejection. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Sources: Airbus A320 Family Aircraft Purchase Agreement (Us Airways Inc)
Delivery Process. 9.2.1 The Buyer will, when will send its representatives to the Delivery Location to take Delivery of the Aircraft at the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of the Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If Upon successful completion of the Technical Acceptance Process, if the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3Seller, or (ii) pay the Balance of the Final Price of such the Aircraft for the Aircraft to the Seller and take Delivery of the Aircraft when required under Seller, as set forth in Clause 9.2.19.2.2 above, then the Buyer will be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such the Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any CT1706024 – Amended and Restated ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇ Agreement – execution version AIRBUS S.A.S. & UNITED AIRLINES, INC. – PROPRIETARY AND CONFIDENTIAL 28 and all reasonable costs (including but not limited to any parking, storage, and insurance costs, ***) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance)rejection, it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such the Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Sources: A350 900 Purchase Agreement (United Airlines, Inc.)
Delivery Process. 9.2.1 The Buyer will, when will send its representatives to the Delivery Location to take Delivery within ** after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created other than those arising by or on behalf through the Buyer, provided that the Balance of the Final Contract Price has been paid by the Buyer), pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇b▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and and/or such other documentation confirming transfer of title and receipt of the Final Contract Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property Property interest in and risk of loss of or damage to the Aircraft will transfer pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇b▇▇▇ of Salesale.
9.2.3 If (i) the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3on or before the Delivery Date, or (ii) the Buyer fails to pay the Balance of the Final Contract USA — Airbus A330 Purchase Agreement PA — 26 of 95 EXECUTION PRIVILEGED AND CONFIDENTIAL **Confidential Treatment Requested. Price of such for the Aircraft to the Seller and take on the Delivery of the Aircraft when required under Clause 9.2.1Date, then the Buyer will be deemed to have rejected Delivery wrongfully when such the Aircraft was duly tendered pursuant to the Buyer hereunderthis Agreement. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such the applicable Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraftrejection. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Sources: Purchase Agreement (Us Airways Inc)
Delivery Process. 9.2.1 The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver will send its representatives to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, Delivery Location to take Delivery of the Aircraft at the date *****, and remove fly the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer pass to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1Seller, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Delivery Process. 9.2.1 The Buyer willshall, when within [**] after the date on which the Aircraft is Ready for Delivery, execute and deliver to the Seller sign the Certificate of Acceptance, pay the Balance of the Final Price, send its representatives to the Delivery Location, take Delivery of the Aircraft and remove fly the Aircraft away from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will shall deliver and transfer good and valid title to the Aircraft to the Buyer free and clear of all liens, claims, charges, security interests and all encumbrances of any kind whatsoever (except for any liens or encumbrances created by or on behalf of the Buyer). At Delivery, ) provided that (i) the Balance of the Final Price and any other amounts then due under Clause 5.5 have been paid by the Buyer to the Seller will and (ii) the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. The Seller shall provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness and ) and/or such other documentation as may be acceptable to the Buyer confirming transfer of good and valid title and receipt of the Final Price of the Aircraft as may reasonably be requested by the Buyer. ***** Title to, property in to and risk of loss of or damage to the Aircraft will transfer shall pass to the Buyer contemporaneously at Delivery. Delivery (“Delivery”) shall be deemed to have occurred when (i) and (ii) above have occurred; and the Seller has provided the Buyer with the delivery by the Seller to the Buyer of such ▇▇▇▇ of SaleSale and tendered physical possession of the Aircraft to the Buyer at the Delivery Location.
9.2.3 If Except if the Buyer fails is relieved of its obligation to (i) accept Delivery of an Aircraft under this Agreement, should the Buyer fail to deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to within the delivery period set forth in Clause 8.3, or (ii) 9.2.1 and/or accept Delivery of and pay the Balance of the Final Price for an Aircraft that is Ready for Delivery and in respect of such Aircraft which the Buyer has or is obligated to the Seller and take Delivery deliver a Certificate of the Aircraft when required under Clause 9.2.1Acceptance, then the Buyer will shall be deemed to have rejected Delivery wrongfully delivery of the Aircraft without warrant when such Aircraft was duly tendered to the Buyer it hereunder. If such a deemed rejection arises, then in addition Without Prejudice to Clause 5.7 and the remedies of Clause 5.8.1Seller’s other rights under this Agreement, (a) the Seller will shall retain title to such the Aircraft and (b) the Buyer will shall indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences actually incurred by the Seller resulting from the Buyer’s rejection (including but not limited any delay or failure to risk of loss of or damage to timely effect such Aircraft not covered by insurance), it being understood that the payment. The Seller will be under no duty use reasonable efforts to the Buyer mitigate its damages and such costs to store, park, park or otherwise protect such the Aircraft. These rights CT1307579 [**] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement1933, as amended.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Sources: A320neo Family Purchase Agreement (Avianca Holdings S.A.)
Delivery Process. 9.2.1 The Buyer willwill send its representatives (which, when with respect to Leased Aircraft, may include representatives of the Lessor) to the Delivery Location to take Delivery of each Aircraft at the date on which such Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the fly such Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the each Aircraft to the Buyer (or, with respect to a Leased Aircraft, the Lessor) free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 (or, with respect to a Leased Aircraft, provided that Buyer has executed and delivered to Lessor a definitive lease agreement) and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer (or with respect to Leased Aircraft, the Lessor) with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the such Final Price of the such Aircraft as may reasonably be requested by the BuyerBuyer (and, with respect to Leased Aircraft, to the Lessor). ***** Title to, property in to and risk of loss of or damage to the such Aircraft will transfer pass to the Buyer (or, with respect to Leased Aircraft, the Lessor) contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 (i) If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) if Buyer fails to pay the Balance of the Final Price of such Aircraft to the Seller (or with respect to a Leased Aircraft, if Buyer fails to execute and take Delivery of the Aircraft when required under Clause 9.2.1deliver to Lessor a definitive lease agreement), then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions . CT1001520_PA _AAL_A320Family_EXECUTION PA - 37 of Clause 9.2.3 (b) shall apply.102
Appears in 1 contract
Delivery Process. 9.2.1 The Buyer willwill send its representatives (which, when with respect to Leased Aircraft, may include representatives of the Lessor) to the Delivery Location to take Delivery of each Aircraft at the date on which such Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the fly such Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the each Aircraft to the Buyer (or, with respect to a Leased Aircraft, the Lessor) free and clear of all liens, claims, charges and encumbrances of every kind whatsoever (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 (or, with respect to a Leased Aircraft, provided that the Buyer has executed and delivered the Leasing Documentation for such Leased Aircraft to which the Buyer is party, upon which the Seller will cause the Lessor and each other counterparty to such Leasing Documentation to execute and deliver such Leasing Documentation to the Buyer) and that the Certificate of Acceptance has been executed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer (or with respect to Leased Aircraft, the Lessor) with (i) a warranty ▇▇▇▇ of sale in the form of Exhibit E (the “Warranty ▇▇▇▇ of Sale”), an (ii) FAA Form 8050-2 (the “Aircraft ▇▇▇▇ of sale, the Export Certificate of Airworthiness Sale”) and (iii) such other documentation confirming transfer of title and receipt of the such Final Price of the such Aircraft as may reasonably be requested by the BuyerBuyer (and, with respect to Leased Aircraft, by the Lessor). ***** Title to, property in to and risk of loss of or damage to the such Aircraft will transfer pass to the Buyer (or, with respect to Leased Aircraft, the Lessor) contemporaneously with the delivery by the Seller to the Buyer of such Warranty ▇▇▇▇ of Sale.
9.2.3 (i) If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insurance), it being understood that the Seller will be under no duty to the Buyer to store, park, or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement[*CTR*].
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract
Delivery Process. 9.2.1 The Buyer will, when the Aircraft is Ready for Delivery, execute and deliver to the Seller the Certificate of Acceptance, pay the Balance of the Final Price, take Delivery of the Aircraft and remove the Aircraft from the Delivery Location, *****.
9.2.2 Upon receipt of the Balance of the Final Price pursuant to Clause 5.4 and the Certificate of Acceptance executed and delivered by the Buyer pursuant to Clause 8.3, the The Seller will deliver and transfer title to the Aircraft to the Buyer free and clear of all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)) provided that the Balance of the Final Price of such Aircraft has been paid by the Buyer pursuant to Clause 5.4 and that the Certificate of Acceptance has been signed and delivered to the Seller pursuant to Clause 8.3. At Delivery, the The Seller will provide the Buyer with a ▇▇▇▇ of sale in the form of Exhibit E (the “▇▇▇▇ of Sale”), an FAA ▇▇▇▇ of sale, the Export Certificate of Airworthiness ) and such other documentation confirming transfer of title and receipt of the Final Price of the Aircraft *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. as may reasonably be requested by the Buyer. ***** Title to, property in and risk of loss of or damage to the Aircraft will transfer to the Buyer contemporaneously with the delivery by the Seller to the Buyer of such ▇▇▇▇ of Sale.
9.2.3 If the Buyer fails to (i) deliver the signed Certificate of Acceptance with respect to an Aircraft to the Seller when required pursuant to Clause 8.3, or (ii) pay the Balance of the Final Price of such Aircraft to the Seller and take Delivery of the Aircraft when required under Clause 9.2.1Aircraft, then the Buyer will be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, then in addition to the remedies of Clause 5.8.1, (a) the Seller will retain title to such Aircraft and (b) the Buyer will indemnify and hold the Seller harmless against any and all reasonable costs (including but not limited to any parking, storage, and insurance costs) and consequences resulting from the Buyer’s rejection (including but not limited to risk of loss of or damage to such Aircraft not covered by insuranceAircraft), it being understood that the Seller will be under no duty to the Buyer to store, park, insure or otherwise protect such Aircraft. These rights of the Seller will be in addition to the Seller’s other rights and remedies in this Agreement.
9.2.4 If after Delivery the Buyer fails to remove the Aircraft from the Delivery Location, then, without prejudice to the Seller’s other rights and remedies under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.
Appears in 1 contract