Geographical Location. For a period often (10) years after the Closing Date, Buyer shall operate substantial manufacturing operations and shall maintain its executive offices in Wichita. Despite the foregoing, should Onex Corporation and its Affiliates no longer effectively control, directly or indirectly, the Business, such period shall be reduced to five (5) years from the Closing Date. Notwithstanding the foregoing, Buyer shall be relieved of its obligations under this Section 6.8 with respect to manufacturing operations for the products relating to a particular aircraft program, if due to a circumstance beyond its reasonable control (and despite Buyer’s commercially reasonable efforts to mitigate such circumstances) and without the error or negligence of Buyer (any such circumstance being hereinafter referred to as “Excusable Delay”), Buyer in good faith reasonably concludes that it will be unable to comply with such obligation for a consecutive period of no less than five (5) months with respect to more than twenty five percent (25%) of the estimated shipset value of that aircraft program. Notwithstanding the foregoing, Buyer shall be relieved of all of its obligations under this Section 6.8, if due to an Excusable Delay, Buyer in good faith reasonably concludes that it will be unable to comply with such obligations with respect to the 737 program for a consecutive period of no less than five (5) months with respect to more than forty percent (40%) of the estimated shipset value of the 737 program. Excusable Delays may include, but are not limited to, acts of God, war, terrorist acts, riots, acts of government, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes or unusually severe weather, but shall exclude Buyer’s noncompliance with any Environmental Laws.
Appears in 1 contract
Sources: Asset Purchase Agreement (Boeing Co)
Geographical Location. For a period often of ten (10) years after the Closing Date, Buyer shall operate substantial manufacturing operations and shall maintain its executive offices in Wichita. Despite the foregoing, should Onex Corporation and its Affiliates no longer effectively control, directly or indirectly, the Business, such period shall be reduced to five (5) years from the Closing Date. Notwithstanding the foregoing, Buyer shall be relieved of its obligations under this Section 6.8 with respect to manufacturing operations for the products relating to a particular aircraft program, if due to a circumstance beyond its reasonable control (and despite Buyer’s 's commercially reasonable efforts to mitigate such circumstances) and without the error or negligence of Buyer (any such circumstance being hereinafter referred to as “"Excusable Delay”"), Buyer in good faith reasonably concludes that it will be unable to comply with such obligation for a consecutive period of no less than five (5) months with respect to more than twenty twenty-five percent (25%) of the estimated shipset value of that aircraft program. Notwithstanding the foregoing, Buyer shall be relieved of all of its obligations under this Section 6.8, if due to an Excusable Delay, Buyer in good faith reasonably concludes that it will be unable to comply with such obligations with respect to the 737 program for a consecutive period of no less than five (5) months with respect to more than forty percent (40%) of the estimated shipset value of the 737 program. Excusable Delays may include, but are not limited to, acts of God, war, terrorist acts, riots, acts of government, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes or unusually severe weather, but shall exclude Buyer’s 's noncompliance with any Environmental Laws.
Appears in 1 contract
Sources: Asset Purchase Agreement (Spirit AeroSystems Holdings, Inc.)