Common use of CAPE TOWN REGISTRATION Clause in Contracts

CAPE TOWN REGISTRATION. 12.1 Subject to Article 2.3, Buyer will not register, consent to, or allow any third party to register any international interest or prospective international interest under the “Convention on International Interests in Mobile Equipment” (“Cape Town Convention”) with respect to the airframe or the engines on the Aircraft until such time as title to the Aircraft has been transferred from Seller to Buyer. 12.2 Seller represents that it is an entity properly registered under the Cape Town Convention registry. Upon written request from Buyer, Seller will, at Delivery Time, provide its consent to the registration of an international interest evidencing the transfer of title to the Aircraft to Buyer, provided all amounts due to Seller under the Agreement have been paid in full. Buyer shall be responsible for all registration and search costs. 12.3 In the event of termination of this Agreement for any reason whatsoever, any reimbursement to be made to Buyer shall be conditional upon Buyer discharging or causing the discharge of any registration created by or through Buyer or by persons claiming by or through Buyer. Upon request, Buyer shall provide Seller with AIRCRAFT PURCHASE AGREEMENT sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller commences court proceedings to obtain the discharge of any such registrations created in contravention of this Article 12, Seller shall be entitled to recover against Buyer any and all reasonable costs, fees and expenses (including reasonable attorney’s fees) incurred by Seller to obtain such discharge and Buyer shall also be liable for any and all damages suffered by Seller as a result of Buyer’s breach of its obligations under this Article 12. Seller shall be entitled to set-off such costs, fees, expenses and damages against any reimbursement to be made to Buyer under this Agreement.

CAPE TOWN REGISTRATION. 12.1 Subject to Article 2.3, Buyer will not register, consent to, or allow any third party to register any international interest or prospective international interest interest, any contract of sale or prospective contract of sale only upon receipt of the written consent of the Seller on the International Registry created under the “Convention on International Interests in Mobile Equipment” (“Cape Town Convention”) with respect to the airframe or the engines on the Aircraft until such time as title to the Aircraft has been transferred from Seller to Buyerfollowing Delivery Time. 12.2 Seller represents that it is an entity properly registered under the Cape Town Convention international registry. Upon written request from BuyerXxxxx, Seller will, at any time after Delivery Time, provide its consent to the one (1) contract of sale registration of an international interest evidencing the transfer of title to of the Aircraft to Buyer, provided all amounts due to Seller under the Agreement have been paid in full. Buyer shall be responsible for all registration and search costs. 12.3 In the event of termination of this Agreement for any reason whatsoever, any reimbursement payment to be made to Buyer under this Agreement shall be conditional upon Buyer discharging or causing the discharge of any registration created by or through Buyer or by persons claiming by or through BuyerBuyer in contravention of this Article 12. Upon request, Buyer shall provide Seller with AIRCRAFT PURCHASE AGREEMENT sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller commences court proceedings to obtain the discharge of any such registrations created in contravention of this Article 12, Seller shall be entitled to recover against Buyer any and all reasonable costs, fees and expenses (including reasonable attorney’s attorney fees) incurred by Seller to obtain such discharge and Buyer shall also be liable for any and all damages suffered by Seller as a result of Buyer’s breach of its obligations under this Article 12. Seller shall be entitled to set-off such costs, fees, expenses and damages against any reimbursement payment to be made to Buyer under this Agreement.

CAPE TOWN REGISTRATION. 12.1 Subject to Article 2.3, Buyer will not register, consent to, or allow any third party to register any international interest or prospective international interest under the “Convention on International Interests in Mobile Equipment” (“Cape Town Convention”) with respect to the airframe or the engines on the Aircraft until such time as title to the Aircraft has been transferred from Seller to Buyer. 12.2 Seller represents that it is an entity properly registered under the Cape Town Convention registry. Upon written request from Buyer, Seller will, at Delivery Time, provide its consent to the registration of an international interest evidencing the transfer of title to the Aircraft to Buyer, provided all amounts due to Seller under the Agreement have been paid in full. Buyer shall be responsible for all registration and search costs. 12.3 In the event of termination of this Agreement for any reason whatsoever, any reimbursement to be made to Buyer shall be conditional upon Buyer discharging or causing the discharge of any registration created by or through Buyer or by persons claiming by or through Buyer. Upon request, Buyer shall provide Seller with AIRCRAFT PURCHASE AGREEMENT sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller commences court proceedings to obtain the discharge of any such registrations created in contravention of this Article 12, Seller shall be entitled to recover against Buyer any and all reasonable costs, fees and expenses (including reasonable attorney’s fees) incurred by Seller to obtain such discharge and Buyer shall also be liable for any and all damages suffered by Seller as a result of Buyer’s breach of its obligations under this Article 12. Seller shall be entitled to set-off such costs, fees, expenses and damages against any reimbursement to be made to Buyer under this Agreement.

CAPE TOWN REGISTRATION. 12.1 Subject to Article 2.3, 24.1 Buyer will shall not register, register or consent to, or allow any third party to register any international interest or prospective international interest under the “Convention on International Interests in Mobile Equipment” (“Cape Town Convention”) with respect to the airframe or the engines on the Aircraft until such time as title to the such Aircraft has been transferred from Seller Bombardier to Buyer. 12.2 Seller 24.2 Bombardier represents that it is an entity properly registered under the Cape Town Convention registry. Upon written request from Buyer, Seller willBombardier shall, at Delivery Timethe time title to an Aircraft is transferred to Buyer pursuant to this Agreement, provide its consent to the a Cape Town Convention registration of an international interest evidencing the transfer of title to the Aircraft to Buyer, provided all amounts due to Seller under the Agreement have been paid in full. Buyer shall be responsible for all registration and search costs. 12.3 24.3 In the event of termination of this Agreement for any reason whatsoever, any reimbursement to be made to Buyer shall be conditional upon Buyer discharging or causing the discharge of any registration under the Cape Town Convention created by or through with the consent of Buyer or by persons claiming by or through in respect of any Aircraft title to which has not been transferred to Buyer. Upon request, Buyer shall provide Seller Bombardier with AIRCRAFT PURCHASE AGREEMENT reasonably sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller Bombardier commences court proceedings to obtain the discharge of any such registrations created in contravention of this Article 1224, Seller Bombardier shall be entitled to recover against Buyer any and all reasonable costs, fees and expenses (including reasonable attorney’s fees) incurred by Seller Bombardier to obtain such discharge and Buyer shall also be liable for any and all damages suffered by Seller Bombardier as a result of Buyer’s breach of its obligations under this Article 1224. Seller Bombardier shall be entitled to set-off such costs, fees, expenses and damages against any reimbursement to be made to Buyer under this Agreement.

CAPE TOWN REGISTRATION. 12.1 Subject to Article 2.3, 14.1 Buyer will not register, consent to, or nor allow any third party to register any international interest or prospective international interest under the “Convention on International Interests in Mobile Equipment” Equipment (“"Cape Town Convention”") with respect to the airframe Airframe or the engines on the Aircraft Engines until such time as title to the Aircraft has been transferred from Seller to Buyer. 12.2 Seller represents that it is an entity properly registered under the Cape Town Convention registry. Upon written request from Buyer, 14.2 Seller will, at Delivery TimeClosing, provide its consent to the registration of an international interest evidencing the transfer of title to the Aircraft to Buyer, provided all amounts due to Seller under the this Agreement have been paid in full. Buyer shall be responsible for all registration and search costs. 12.3 14.3 In the event of termination of this Agreement for any reason whatsoever, any reimbursement to be made to Buyer shall be conditional upon Buyer discharging discharge or causing cause the discharge of any registration with the International Registry created by or through Buyer or by persons Persons claiming by or through Buyer. Upon request, Buyer shall provide Seller with AIRCRAFT PURCHASE AGREEMENT sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller commences court proceedings to obtain the discharge of any such registrations created in contravention of this Article 1214, Seller shall be entitled to recover against Buyer any and all reasonable costs, fees and expenses (including reasonable attorney’s 's fees) incurred by Seller to obtain such discharge and Buyer shall also be liable for any and all damages suffered by Seller as a result of Buyer’s 's breach of its obligations under this Article 1214. 14.4 Prior to or at Closing, Seller shall cause any outstanding international interest registrations on the International registry (including any amendments or assignments or subordinations thereof) to be discharged in compliance with the Cape Town Convention and the Federal Transportation Code. Seller shall provide Buyer with sufficient evidence to satisfy Buyer that any such registrations have been discharged. Notwithstanding the foregoing, if Buyer commences court proceedings to obtain the required discharges in contravention of this Article 14, Buyer shall be entitled to set-off such recover against Seller any and all costs, fees and expenses (including attorney's fees, expenses ) incurred by Buyer to obtain such discharge and Seller shall also be liable for any and all damages against any reimbursement to be made to suffered by Buyer as a result of Seller's breach of its obligations under this AgreementArticle.