Permanent Replacement Clause Samples

Permanent Replacement. If Lessee permanently replaces an Engine or Part: (i) in the case of an Engine, the replacement engine must be of the same manufacturer and model, or at Lessee's option an engine of an improved model, and have equivalent or better remaining useful life and modification status as the Engine it replaces, and is otherwise of an equivalent or better value and utility and suitable for installation and use on the Airframe without impairing the value or utility of the Airframe and compatible with the remaining installed Engine(s); (ii) in the case of a Part, the replacement part must be in good operating condition, have a value and utility the same or better than the Part it is replacing, be of the same or a more advanced make and model and be of the same interchangeable modification status as the Part it is replacing; (iii) the replacement engine or part must have become and remain, until replaced in accordance with this Section, the property of Owner free from Security Interests (other than Permitted Liens), and subject to the applicable Financing Documents; (iv) Lessee must have full details of the source and maintenance records of the replacement engine or part and in the case of serialized rotable parts, also have a complete service history; and (v) Lessee must comply with the requirements of the Financing Documents in connection with any such replacement including to provide such legal opinions and other documents as may be required under the Financing Documents.

Permanent Replacement. If a Principal Actor’s employment is terminated, a contract for replacement must be negotiated and signed between the Theatre and the understudy or other replacement no later than two weeks after the Principal’s last performance in the production (see also Rule 39(F)).

Permanent Replacement. Sublessee may, with prior written notice to Sublessor of at least [***]days, and subject to the satisfaction of the terms and conditions of this Section permanently replace an Engine that has not suffered a Total Loss or a Part. Where Sublessee permanently replaces an Engine or a Part: (a) in the case of an Engine, it must be a Replacement Engine; (b) in the case of a Part, the replacement part must be an Manufacturer approved Part (except as set forth in Section 6.3), be in good operating condition, must not have been involved in any accident or incident, must not have been installed on an aircraft registered on a military aircraft register, must have as much useful life available until the next expected maintenance procedure, must be of the same or a more advanced Manufacturer configuration status, make and model as the Part it is replacing and it must otherwise be of an equivalent value and utility as the Part it is replacing; (c) the Replacement Engine or replacement part must have become and remain, until replaced in accordance with this Section 6.2, the property of Head Lessor free from Liens (other than Permitted Liens), and subjected to the lien of any applicable Financing Documents and the rights of any Financing Parties; (d) Sublessee must have full details of the source and maintenance records of the Replacement Engine or replacement part. In the case of replacement serialized parts, documentation shall be back to birth and in the case of serialized rotable parts, shall include a complete service history; and (e) Sublessee shall comply with the requirements of Section 6.2.6, and at Sublessor’s expense, any requirements under the Financing Documents in connection with any such replacement including to provide such legal opinions and other documents as may be required under such Financing Documents.

Permanent Replacement. (a) If the Transporter at any time is of the reasonable opinion that in respect of PI or any index required for the calculation of WPI: i such index is permanently not available or the Transporter is unable to determine whether it is temporarily or permanently unavailable; ii any required value or values for such index have been computed or published in an erroneous form; or iii such index is changed in the basis of calculation or no longer reflects the inflation rate in the relevant country so as to materially affect the validity of indicator comparison over time, then the Transporter shall have the right to notify the Shipper in writing of such circumstances, and the Transporter and the Shipper will consult upon an adjustment to or replacement of such index so as to achieve as closely as possible the same inflation indexation as the parties expect would have resulted had such event not occurred. (b) If there is a major change to the composition of the Euro area which is used to calculate the inflation index PI, the goal of maintaining the real value of equity investments in TAP in a major international currency shall be taken into consideration when suggesting any replacement index. (c) The Transporter, having consulted with the Shipper and the other Shippers and acting as a Reasonable and Prudent Operator, may notify the Shipper of an adjustment to or replacement of such index. Provided that the Transporter notifies all of its Shippers of the same adjustment or replacement then (without prejudice to any approval that may be required to be obtained by the Transporter from the Authorities), on and from the date of such notice, the relevant index will be amended or replaced in accordance with such notice.

Permanent Replacement. If Lessee permanently replaces an Engine or Part: (i) in the case of an Engine, it must be a Replacement Engine; (ii) in the case of a Part, the replacement part must be an OEM approved Part, be in good operating condition, must not have been involved in any accident or incident, must not have been installed on an aircraft registered on a military aircraft register, must have as much useful life available until the next expected maintenance procedure, must be of the same or a more advanced make and model and of the same interchangeable modification status as the Part it is replacing and it must otherwise of an equivalent value and utility as the Part it is replacing; (iii) upon installation on the Aircraft the Replacement Engine or replacement part must have become and remain, until replaced in accordance with this Section 8.11, the property of Owner free from Security Interests (other than Permitted Liens), and subject to any applicable Financing Documents; (iv) Lessee must have full details of the source and maintenance records of the Replacement Engine or replacement part. In the case of replacement serialized parts, documentation shall be back to birth and in the case of serialized rotable parts, shall have a complete service history; and (v) Lessee shall provide a legal opinion in respect of the perfection of Financing Parties' Representative interest in such replaced Engine or Part.

Permanent Replacement. If an Engine suffers an Event of Loss, then Customer shall permanently replace such Engine under and in accordance with the Leases, whereupon such replacement Engine shall be covered by this Schedule and such replaced Engine shall be removed from the coverage of this Schedule, any remaining funds accumulated under this Schedule or the Leases for Engine maintenance services with respect to the replaced Engine shall be carried over to, and then be applicable to, the replacement Engine, which shall be operated by Customer under the Leases.

Permanent Replacement. 15.1.1 Unless otherwise provided in this Agreement, Lessee shall not without the prior written consent of Lessor permanently replace any of the Engines, APU, or Landing Gear. 15.1.2 In case of a permanent replacement (as permitted under this Agreement) of any of the Engines, such replacement engine shall be free and clear of all Liens (other than Permitted Liens specified in paragraphs (a), (b) and (c) of the definition thereof), have a value and utility at least equal to, and be in as good operating condition as, the replaced Engine, based on but not limited to (i) Cycles accumulated on each Engine LLP, (ii) Flight Hours accumulated since new (and accumulated since completion of the most recent shop visit if a shop visit has previously been accomplished), (iii) the number of previous Overhauls/performance restorations and (iv) modification and build standard assuming such Engine was of the value and utility and in the condition and repair as required by the terms hereof immediately prior to such replacement. 15.1.3 Lessor is entitled, on five (5) days' prior written notice, at Lessor’s expense to inspect such candidate for the replacement engine (the “Candidate Engine”), which may include, at the option of Lessor and in Lessor’s presence, (i) a full

Permanent Replacement. If Lessee permanently replaces a Part, subject to any additional terms and conditions in the Lease: (i) the replacement part must be in good operating condition, be made by the same manufacturer as the Part it is replacing, have a value and utility the same or better than the Part it is replacing, have as much useful life available until the next scheduled maintenance procedure, be of the same or a more advanced make and model and of the same interchangeable modification status as the Part it is replacing; (ii) the replacement part must have become and remain, until replaced in accordance with this Section 8.11, the property of Owner free from Security Interests (other than Permitted Liens), and subject to the applicable Financing Documents; (iii) Lessee must have full traceability details of the source and maintenance records of the replacement part and in the case of serialized rotable parts, also have a complete service history acceptable to the FAA; and (iv) comply with the reasonable requirements of the Financing Documents in connection with any such replacement (provided that the terms of the Financing Documents will not be inconsistent with Lessor's covenants under the Lease) including to provide such legal opinions and other documents as may be reasonably required under the Financing Documents.

Permanent Replacement. If the Lessee or Permitted Sub-Lessee permanently replaces an Engine or Component: 8.5.2.1 In the case of an Engine, the replacement engine must be of a Replacement Engine. 8.5.2.2 in the case of a Component, the replacement component must be in good operating condition, have as much useful life available until the next scheduled maintenance procedure, be of the same or a more advanced make and model and of the same interchangeable modification status as the Component it is replacing; 8.5.2.3 the Replacement Engine or replacement component must have become and remain, until replaced in accordance with this clause, the property of the Owner free from Security Interests (other than Permitted Liens); 8.5.2.4 the Lessee must have full details of the source and maintenance records of the Replacement Engine or replacement component and in the case of serialised rotable parts, also have a complete service history: and