Conditions and Limitations. 7.1. If Boeing or any Boeing supplier issues no-charge service bulletins or service bulletins with no-charge retrofit kits which would reduce Airframe Maintenance Material Cost, Customer will make any changes recommended by such service bulletins and install such retrofit kits within 240 days after issuance of such instructions or receipt of such kits at Customer's facility, or such longer period as may be mutually agreed by the parties. In the event of Customer's failure to comply with the time requirements of this paragraph 7.1, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirements. 7.2. Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Maintenance Material Cost. Boeing will have the right to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations. 7.3. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte- A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs improperly charged to such Work Descriptions. Boeing will provide Customer with written notification of its disapproval of any such costs, and if Customer does not provide proof that such costs are properly chargeable to such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted from the computation of the Average Reported Cost. 7.4. Boeing will have the right at all reasonable times to inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs and Customer does not effect such changes or Customer delays effecting such changes beyond the period set forth in paragraph 7.1 herein, Boeing will have the right to adjust the Cumulative Average Target Cost to reflect the increased costs which Boeing estimates will result from Customer's failure or delay in effecting such changes. 7.5. The Airframe Maintenance Material Cost will not include the following: costs arising from loss of, or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any equipment, accessory or part thereof other than modifications described under paragraph 1.3
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Samples: Purchase Agreement (Atlas Air Inc), Purchase Agreement (Atlas Air Inc), Purchase Agreement (Atlas Air Inc)
Conditions and Limitations. 7.1. If 6.1 If, to improve schedule reliability, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions (Instructions) or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer will make any changes recommended by accomplish such service bulletins and Instructions or install such retrofit kits within 240 days a period of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after issuance availability of such instructions Instructions or receipt of such kits at Customer's facility, facility or such longer period as may be mutually agreed established by mutual agreement of the parties. In the event of Customer's failure to comply with the time requirements of this paragraph 7.1, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirements.
7.2. Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Maintenance Material Cost. Boeing will have the right to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs improperly charged to such Work Descriptions. Boeing will provide Customer with written notification of its disapproval of any such costs, and if If Customer does not provide proof that accomplish the Instructions or install the kits within such costs are properly chargeable time period, Chargeable Schedule Interruptions relating to the systems, accessories, equipment or parts affected by such Work Descriptions within 60 days after such notification, Boeing and Customer Instructions or kits will determine the amount to be deducted excluded from this Program from the computation of date the Average Reported CostInstructions or kits were available at Customer's facility until such time as Customer notifies Boeing that Customer has incorporated such Instructions or kits on all affected Covered Aircraft.
7.4. 6.2 Boeing will have the right may inspect at all reasonable times to inspect and review Customer's maintenance facilities, facilities and review its relevant maintenance programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce improve the Average Reported Cost and offers reasonable proof that such changes will reduce such costs Achieved Mechanical Schedule Reliability and Customer does not effect such changes within [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after receiving such written recommendations or Customer delays effecting such changes beyond longer period as may be established by mutual agreement of the period set forth in paragraph 7.1 hereinparties, Boeing will have the right to adjust redefine the Cumulative Average Target Cost Chargeable Schedule Interruptions after the date Customer received such written recommendations so as to reflect the increased costs eliminate interruptions which Boeing estimates will result from Customer's failure or delay in effecting to effect the recommended changes within such changestime period.
7.5. The Airframe Maintenance Material Cost will not include 6.3 If, for any Analysis Period, the following: costs arising from loss of, actual Average Flight Length or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost other factors affecting schedule reliability of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or change significantly, the Mechanical Schedule Reliability Target for such Analysis Period will be appropriately adjusted by the parties.
6.4 At Boeing's request, Customer will assign to Boeing any of Customer's rights against any manufacturer of any system, equipment, accessory or part thereof other than modifications described under paragraph 1.3installed in the Covered Aircraft as Boeing may reasonably require to fulfill its obligations with respect to any remedy provided by Boeing hereunder.
6.5 THE DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions stated in Article 11 of Exhibit C of the AGTA apply to this Program.
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Conditions and Limitations. 7.1. If 9.1 If, with the intent of reducing the cost of Covered Maintenance, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer Buyer and its subcontractors will make any changes recommended by comply with such service bulletins and instructions or install such retrofit kits within 240 days a period of eight (8) months after issuance of such instructions or receipt of such kits at Customer's Buyer’s facility, or such longer period as may be otherwise mutually agreed by (Response Period) ***. If Buyer or any of its subcontractors does not incorporate and install any such modification or procedure which Buyer is required to incorporate and install pursuant to the parties. In immediately preceding sentence, after expiration of the event of Customer's failure to comply with the time requirements of this paragraph 7.1applicable Response Period all maintenance costs, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins instructions or retrofit kits had been incorporated, as determined by Boeing, incorporated will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirementsthe Actual Maintenance Costs reported.
7.2. Customer 9.2 Buyer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures or those of its subcontractors which affect or would affect the proper reporting of Airframe Actual Maintenance Material CostCosts. Boeing will have the right review with Buyer such variations and as appropriate make adjustments in a commercially reasonable manner to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. 9.3 Upon reasonable notice to Buyer, Boeing will have the right right, at reasonable times and intervals and upon prior written notice to Buyer, to audit and investigate all costs charged Actual Maintenance Costs reported by Customer to Buyer during the "Work Descriptions" listed in paragraph 1.3 hereinProgram Term, as well as the mainte-
A. No. 2021 Maint Cost Protection enance maintenance practices and procedures related thereto, at any reasonable provided that such audit shall not interfere with Buyer’s flight operations and maintenance procedures. *** Buyer will audit from time to time its subcontractors’ maintenance records and practices during the Program Termas they pertain to the Covered Aircraft, and release to Boeing such audit findings and subcontractor maintenance records that, within its contract terms with such subcontractor, Buyer is allowed to release to Boeing as a third party. As is necessary, Buyer will use commercially reasonable efforts to obtain the ability to release all such information to Boeing. If requested, Boeing will enter into a proprietary information agreement with subcontractor. Boeing and Buyer will also have work in good faith to verify and properly account for data reported by Buyer for which Boeing does not receive sufficient data to verify, in accordance with the right provisions of this Letter Agreement, either the labor hours performed or the material costs incurred in performing such maintenance. Should the parties be unable to disapprove costs improperly charged to so verify and properly account for such Work Descriptions. reported data, Boeing will provide Customer with Buyer written notification of its disapproval of any such costs, and if Customer does not provide proof that Boeing will deduct such costs are properly chargeable to such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted from the computation of the Average Reported CostActual Maintenance Costs.
7.4. Boeing will have the right at all reasonable times to inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs and Customer does not effect such changes or Customer delays effecting such changes beyond the period set forth in paragraph 7.1 herein, Boeing will have the right to adjust the Cumulative Average Target Cost to reflect the increased costs which Boeing estimates will result from Customer's failure or delay in effecting such changes.
7.5. The Airframe Maintenance Material Cost will not include the following: costs arising from loss of, or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any equipment, accessory or part thereof other than modifications described under paragraph 1.3
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Conditions and Limitations. 7.1. If 9.1 If, with the intent of reducing the cost of Covered Maintenance, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer and its subcontractors will make any changes recommended by comply with such service bulletins and instructions or install such retrofit kits (Comply) within 240 a period of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days after issuance of such instructions or receipt of such kits at Customer's facility, or such longer period as may be mutually agreed by the partiesparties (Response Period). In If Customer or any of its subcontractors does not Comply within the event Response Period, after expiration of Customer's failure to comply with the time requirements of this paragraph 7.1, such Response Period all Airframe Maintenance Material Cost maintenance costs which Boeing determines would have been eliminated if such service bulletins instructions or retrofit kits had been incorporated, as determined by Boeing, incorporated will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirementsthe Actual Maintenance Costs reported.
7.2. 9.2 Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures or those of its subcontractors which affect or would affect the proper reporting of Airframe Actual Maintenance Material CostCosts. Boeing will have the right make adjustments to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.39.3 Upon reasonable notice to Customer, Boeing will have the right to audit all Actual Maintenance Cost Data reported by Customer during the Program Term as well as the maintenance practices and procedures related thereto. Customer will also obtain from its subcontractors permission for Boeing to audit from time to time and upon reasonable notice such subcontractors’ maintenance records and practices during the Program as they pertain to the Covered Aircraft. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs it deems improperly charged reported or for which it does not receive sufficient data to verify either the Direct Labor Hours performed or the Direct Material Costs incurred in performing such Work Descriptionsmaintenance. Boeing will provide Customer with written notification of its disapproval of any such costs, and and, if Customer does not provide proof PA 3780 Maintenance Cost Guarantee GOT-PA-03780-LA-1207830 within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days after such notification that such costs are properly chargeable to chargeable, Boeing's disapproval will be deemed final and conclusive and Boeing will deduct such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted costs from the computation of the Average Reported CostActual Maintenance Costs.
7.4. 9.4 Upon reasonable notice to Customer, Boeing will have the right at all reasonable times to may inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in to Customer's or its subcontractors’ maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs Actual Maintenance Costs and Customer does or its subcontractors do not effect implement such changes or Customer delays effecting delay implementing such changes beyond the period Response Period set forth in paragraph 7.1 hereinArticle 9.1, Boeing will have the right to adjust the Cumulative Average Target Cost Actual Maintenance Costs that have been reported to reflect deduct the increased maintenance costs which Boeing estimates will result resulted from Customer's the failure or delay in effecting implementing such changes.
7.5. The Airframe 9.5 Actual Maintenance Material Cost will not include any of the following: following costs:
(i) costs arising from loss of, or damage to, any Covered Aircraft, or any system, accessory, equipment or part thereof; .
(ii) any taxes, duties, tariffs, surcharges, transportation, insurance interest or overhead; .
(iii) the cost costs of initial or sustaining spare parts inventory or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any system, equipment, accessory or part thereof other than modifications described under paragraph 1.3Articles 8.1.4 and 9.1 herein.
(iv) costs resulting from the negligent acts or omissions of Customer.
(v) costs resulting from the failure to comply with Boeing's or Boeing's suppliers' applicable written instructions for the operation, service, maintenance or overhaul of any Covered Aircraft, or any system, accessory, equipment or part thereof.
(vi) costs attributable to loss of use, revenue or profit.
(vii) costs of consumable fluids, including fuel.
(viii) costs due to acts of God, war, armed hostilities, riots, fires, floods, earthquakes or serious accidents, governmental acts or failure to act affecting materials, facilities or aircraft needed for the maintenance of Covered Aircraft. PA 3780 Maintenance Cost Guarantee GOT-PA-03780-LA-1207830
(ix) Costs due to strikes or labor troubles causing cessation, slowdown or interruption of work related to the maintenance of Covered Aircraft.
(x) costs resulting from failure of or delay in transportation or inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts needed for the maintenance of Covered Aircraft.
(xi) amounts for any part provided by Boeing or Boeing's suppliers to Customer at no charge.
(xii) amounts equal to the difference between the reported price for any part and the reduced price for such part as provided by Boeing or Boeing's suppliers to Customer.
(xiii) amounts related to any warranty, maintenance cost guarantee or similar agreement, for which there is a credit memorandum or other payment scheme established in Customer's favor and issued by Boeing or Boeing's suppliers to Customer.
9.6 The Program will be suspended if during any Reporting Period the average utilization for the Covered Aircraft is less than the flight hour amounts shown in the table below: The Program will resume on the first day of any subsequent Reporting Period during which the average utilization for the Covered Aircraft exceeds that set forth above. The Actual Maintenance Cost, Cumulative Actual Maintenance Cost, and the Cumulative Target Maintenance Cost as of the end of any Reporting Period during the Program Term will exclude all Actual Maintenance Cost and Fleet Flight Hours accumulated during any Reporting Period in which the Program was suspended as provided above. The Program will not be extended to reflect any period wherein it was suspended.
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Conditions and Limitations. 7.17.1 Buyer shall make all reasonable efforts to return an aircraft to service and to use available spare aircraft to maintain its scheduled flights. If Boeing No Chargeable Delay and/or Cancellation with regard to a scheduled flight shall be counted if Buyer is reasonably able to maintain that scheduled flight without knowingly causing it to fail to maintain another scheduled flight.
7.2 Any delay or cancellation due to any Boeing supplier issues noone or more of the following causes shall not be considered a Chargeable Technical Delay or Cancellation in computing compliance with this DRG:
a) Delay or cancellation due to operation or maintenance of equipment in the Aircraft not being in accordance with the approved Technical Data;
b) Chargeable Technical Delay or Cancellation due to acts or omissions of Buyer including but not limited to unavailability of serviceable spare parts and ground support equipment on a twenty-charge service bulletins or service bulletins four (24) hours a day, seven (7) days a week basis, located at each of Buyer’s operating facilities, not dispatching in accordance with no-charge retrofit kits which would reduce Airframe Maintenance Material Cost, Customer will make any changes the approved Minimum Equipment List and purchasing and maintaining spare parts provisioning that is substantially less than the level recommended by such service bulletins Bombardier, unless Bombardier are unable to deliver spare parts within Bombardier’s committed timeframe.;
c) Chargeable Technical Delay or cancellation due to the unavailability of trained and install such retrofit kits within 240 certified (Buyer’s or contractor’s) personnel on a twenty-four (24) hours a day, seven days after issuance a week basis, located at each of such instructions Buyer’s operating facilities.
d) Chargeable Technical Delay or receipt Cancellation caused by problems that have had relevant recommended Service Bulletins or Airworthiness Directives issued against them, if Buyer has not incorporated the bulletin on the Aircraft in question provided that Buyer makes reasonable efforts to incorporate Service Bulletins consistent with Buyer maintenance program.
e) Chargeable Technical Delay or Cancellation caused by BFE of such kits at Customer's facility, Buyer or such longer period as may be mutually agreed Buyer designated equipment (equipment designated by Buyer and purchased by Bombardier on behalf of Buyer);
f) Chargeable Technical Delay or Cancellation caused by the parties. Power Plant or Power Plant Parts;
g) Chargeable Technical Delay or Cancellation due to any modifications to the Aircraft made by Buyer without Bombardier’s written approval unless Buyer furnishes reasonable evidence that such modification was not a prime cause of the delay;
h) Chargeable Technical Delay or Cancellation due to acts of God or acts of third parties or force majeure including, without limiting the foregoing, random external sources such as FOD (foreign object damage), tire blow out, bird strikes, lightning and damage sustained during ground handling;
i) Chargeable Technical Delay or Cancellation due to normal wear and tear of brakes and tires;
j) Chargeable Technical Delay or Cancellation caused by late release from scheduled maintenance;
k) Chargeable Technical Delay or Cancellation caused by scheduled servicing tasks, routine maintenance and/or scheduled maintenance activities (including both routine and non-routine maintenance resulting from such maintenance activities) that are performed during normal operation time that would normally be performed during over nights (provided any such non-routines could have been resolved in an overnight and accordingly would not have resulted in a Chargeable Technical Delay or Cancellation) or;
l) Chargeable Technical Delay or Cancellation when a reported mechanical problem is checked out by the mechanic and found to be fit for service or within limits In the event of Customer's failure to comply accordance with the time requirements of this paragraph 7.1, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirementsaircraft maintenance manual.
7.2. Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Maintenance Material Cost. Boeing will have the right to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs improperly charged to such Work Descriptions. Boeing will provide Customer with written notification of its disapproval of any such costs, and if Customer does not provide proof that such costs are properly chargeable to such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted from the computation of the Average Reported Cost.
7.4. Boeing will have the right at all reasonable times to inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs and Customer does not effect such changes or Customer delays effecting such changes beyond the period set forth in paragraph 7.1 herein, Boeing will have the right to adjust the Cumulative Average Target Cost to reflect the increased costs which Boeing estimates will result from Customer's failure or delay in effecting such changes.
7.5. The Airframe Maintenance Material Cost will not include the following: costs arising from loss of, or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any equipment, accessory or part thereof other than modifications described under paragraph 1.3
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Conditions and Limitations. 7.1. If 5.1 If, with the intent of reducing Covered Maintenance Costs, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer Buyer will make any changes recommended by comply with such service bulletins and instructions or install such retrofit kits within a period of 240 days after issuance of such instructions or receipt of such kits at CustomerBuyer's facility, or such longer period as may be mutually agreed by the parties. In the event of Customer's failure to If Buyer does not comply with the time requirements of this paragraph 7.1paragraph, all Airframe Maintenance Material Cost airframe maintenance costs which Boeing determines would have been eliminated if such service bulletins instructions or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost the Actual Maintenance Costs reported after expiration of such time requirements.
7.2. Customer 5.2 Buyer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Actual Maintenance Material CostCosts. Boeing will have the right to adjust make adjustments to the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. 5.3 Upon reasonable notice to Buyer, Boeing will have the right to audit and investigate all costs charged Actual Maintenance Costs reported by Customer to the "Work Descriptions" listed in paragraph 1.3 hereinBuyer, as well as the mainte-
A. No. 2021 Maint Cost Protection enance maintenance practices and procedures related thereto, at any reasonable time thereto during the Program Term. Boeing will also have the right to disapprove costs it deems improperly charged to such Work Descriptionsreported. Boeing will provide Customer with Buyer written notification of its disapproval of any such costs, and if Customer Buyer does not provide proof that such costs are properly chargeable to such Work Descriptions within 60 days after such notification, Boeing's disapproval will be deemed final and conclusive and Boeing and Customer will determine the amount to be deducted may deduct such costs from the computation of the Average Reported CostActual Maintenance Costs.
7.4. 5.4 Upon reasonable notice to Buyer, Boeing will have the right at all reasonable times to may inspect and review CustomerBuyer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in Customerto Buyer's maintenance programs and procedures which would reduce the Average Reported Cost Actual Maintenance Costs and offers reasonable proof that such changes will reduce such costs and Customer Buyer does not effect implement such changes or Customer Buyer delays effecting implementing such changes beyond the period set forth in paragraph 7.1 herein5.1, Boeing will have the right to adjust the Cumulative Average Target Cost Actual Maintenance Costs that have been reported to reflect deduct the increased maintenance costs which Boeing estimates will result resulted from CustomerBuyer's failure or delay in effecting implementing such changes.
7.5. 5.5 The Airframe Actual Maintenance Material Cost will not include the following: costs :
(a) Costs arising from loss of, or damage to, any Covered Aircraft, or any system, accessory, equipment or part thereof; any .
(b) Any taxes, duties, tariffs, surcharges, transportation, insurance interest or overhead; the .
(c) The cost of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any system, equipment, accessory or part thereof other than modifications described under paragraph 1.3paragraphs 4.
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Conditions and Limitations. 7.1. If 6.1 If, to improve schedule reliability, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions (Instructions) or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer will make any changes recommended by accomplish such service bulletins and Instructions or install such retrofit kits within 240 days a period of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] after issuance availability of such instructions Instructions or receipt of such kits at Customer's facility, facility or such longer period as may be mutually agreed established by mutual agreement of the parties. In the event of Customer's failure to comply with the time requirements of this paragraph 7.1, all Airframe Maintenance Material Cost which would have been eliminated if such service bulletins or retrofit kits had been incorporated, as determined by Boeing, will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirements.
7.2. Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures which affect or would affect the proper reporting of Airframe Maintenance Material Cost. Boeing will have the right to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.3. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs improperly charged to such Work Descriptions. Boeing will provide Customer with written notification of its disapproval of any such costs, and if If Customer does not provide proof that accomplish the Instructions or install the kits within such costs are properly chargeable time period, Chargeable Schedule Interruptions relating to the systems, accessories, equipment or parts affected by such Work Descriptions within 60 days after such notification, Boeing and Customer Instructions or kits will determine the amount to be deducted excluded from this Program from the computation of date the Average Reported CostInstructions or kits were available at Customer’s facility until such time as Customer notifies Boeing that Customer has incorporated such Instructions or kits on all affected Aircraft.
7.4. 6.2 Boeing will have the right may inspect at all reasonable times to inspect and review Customer's maintenance facilities, facilities and review its maintenance programs and procedures. If Boeing recommends in writing reasonable changes in Customer's maintenance programs and procedures which would reduce improve the Average Reported Cost and offers reasonable proof that such changes will reduce such costs Achieved Technical Schedule Reliability and Customer does not effect such changes within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] days after receiving such written recommendations or Customer delays effecting such changes beyond longer period as may be established by mutual agreement of the period set forth in paragraph 7.1 hereinparties, Boeing will have the right to adjust redefine the Cumulative Average Target Cost Chargeable Schedule Interruptions after the date Customer received such written recommendations so as to reflect the increased costs eliminate interruptions which Boeing estimates will result from Customer's failure or delay in effecting to effect the recommended changes within such changestime period.
7.5. The Airframe Maintenance Material Cost will not include 6.3 If, for any Analysis Period, the following: costs arising from loss of, actual Average Flight Length or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost other factors affecting schedule reliability of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or materially change, the Target for such Analysis Period will be appropriately adjusted by the parties.
6.4 At Boeing's request, Customer will assign to Boeing any of Customer's rights against any manufacturer of any system, equipment, accessory or part thereof other than modifications described under paragraph 1.3installed in the Covered Aircraft as Boeing may reasonably require to fulfill its obligations with respect to any remedy provided by Boeing hereunder.
6.5 THE DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions stated in Article 11 of Exhibit C of the AGTA apply to this Program. PA 3780 Aircraft Schedule Reliability GOT-PA-3780-LA-1207847
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Conditions and Limitations. 7.1. If 9.1 If, with the intent of reducing the cost of Covered Maintenance, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer and its subcontractors will make any changes recommended by comply with such service bulletins and instructions or install such retrofit kits (COMPLY) within 240 a period of two hundred forty (240) days after issuance of such instructions or receipt of such kits at Customer's facility, or such longer period as may be mutually agreed by the partiesparties (RESPONSE PERIOD). In If Customer or any of its subcontractors does not Comply within the event Response Period, after expiration of Customer's failure to comply with the time requirements of this paragraph 7.1, such Response Period all Airframe Maintenance Material Cost maintenance costs which Boeing determines would have been eliminated if such service bulletins instructions or retrofit kits had been incorporated, as determined by Boeing, incorporated will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirementsthe Actual Maintenance Costs reported.
7.2. 9.2 Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures or those of its subcontractors which affect or would affect the proper reporting of Airframe Actual Maintenance Material CostCosts. Boeing will have the right make adjustments to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.39.3 Upon reasonable notice to Customer, Boeing will have the right to audit all Actual Maintenance Cost Data reported by Customer during the Program Term, as well as the maintenance practices and procedures related thereto. Customer will also obtain from its subcontractors permission for Boeing to audit from time to time and upon reasonable notice such subcontractors' maintenance records and practices during the Program as they pertain to the Covered Aircraft. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs it deems improperly charged reported or for which it does not receive sufficient data to verify either the Direct Labor Hours performed or the Direct Material Costs incurred in performing such Work Descriptionsmaintenance. Boeing will provide Customer with written notification of its disapproval of any such costs, and and, if Customer does not provide proof within 60 days after such notification that such costs are properly chargeable to chargeable, Boeing's disapproval will be deemed final and conclusive and Boeing will deduct such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted costs from the computation of the Average Reported CostActual Maintenance Costs.
7.4. 9.4 Upon reasonable notice to Customer, Boeing will have the right at all reasonable times to may inspect and review Customer's maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in to Customer's or its subcontractors' maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs Actual Maintenance Costs and Customer does or its subcontractors do not effect implement such changes or Customer delays effecting delay implementing such changes beyond the period Response Period set forth in paragraph 7.1 hereinArticle 9.1, Boeing Boeing, will have the right to adjust the Cumulative Average Target Cost Actual Maintenance Costs that have been reported to reflect deduct the increased maintenance costs which Boeing estimates will result resulted from Customer's the failure or delay in effecting implementing such changes.
7.5. The Airframe 9.5 Actual Maintenance Material Cost will not include any of the following: costs following costs:
(a) Costs arising from loss of, or damage to, any Covered Aircraft, or any system, accessory, equipment or part thereof; any .
(b) Any taxes, duties, tariffs, surcharges, transportation, insurance, interest or overhead; the cost .
(c) The costs of initial or sustaining spare parts inventory or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any system, equipment, accessory or part thereof other than modifications described under paragraph 1.3Articles 8.1.4 and 9.1 herein.
(d) Costs resulting from the negligent acts or omissions of Customer.
(e) Costs resulting from the failure to comply with Boeing's or Boeing's suppliers' applicable written instructions for the operation, service, maintenance or overhaul of any Covered Aircraft, or any system, accessory, equipment or part thereof.
(f) Costs attributable to loss of use, revenue or profit.
(g) Costs of consumable fluids, including fuel.
(h) Costs due to acts of God, war, armed hostilities, riots, fires, floods, earthquakes or serious accidents, governmental acts or failure to act affecting materials, facilities or aircraft needed for the maintenance of Covered Aircraft.
(i) Costs due to strikes or labor troubles causing cessation, slowdown or interruption of work related to the maintenance of Covered Aircraft.
(j) Costs resulting from failure of or delay in transportation or inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts needed for the maintenance of Covered Aircraft.
(k) Amounts for any part provided by Boeing or Boeing's suppliers to Customer at no charge.
(1) Amounts equal to the difference between the reported price for any part and the reduced price for such part as provided by Boeing or Boeing's suppliers to Customer.
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Samples: Purchase Agreement (Atlas Air Worldwide Holdings Inc)
Conditions and Limitations. 7.1. If 10.1 If, with the intent of reducing the cost of Covered Maintenance, Boeing or any Boeing supplier issues no-charge service bulletins bulletins, service letters or service bulletins with other written instructions or offers no-charge retrofit kits which would reduce Airframe Maintenance Material Costkits, Customer and its subcontractors will make any changes recommended by comply with such service bulletins and instructions or install such retrofit kits within 240 days (Comply) [**] after issuance of such instructions or receipt shipment of such kits at to Customer's ’s facility, or such longer period as may be mutually agreed by the partiesparties (Response Period). In If Customer or any of its subcontractors does not Comply within the event Response Period, then after expiration of Customer's failure to comply with the time requirements of this paragraph 7.1, such Response Period all Airframe Maintenance Material Cost maintenance costs which Boeing determines would have been eliminated if such service bulletins instructions or retrofit kits had been incorporated, as determined by Boeing, incorporated will be subtracted from Cumulative Average Reported Cost reported after expiration of such time requirementsthe Actual Maintenance Costs reported.
7.2. 10.2 Customer will promptly notify Boeing in writing of any existing or contemplated variations in its maintenance cost accounting system or procedures or those of its subcontractors which affect or would affect the proper reporting of Airframe Actual Maintenance Material CostCosts. Boeing will have the right make adjustments to adjust the Cumulative Average Target Cost and the definition for Airframe Maintenance Material Cost to reflect the effect of any such variations.
7.310.3 Upon reasonable notice to Customer, Boeing will have the right to audit all Actual Maintenance Cost Data reported by Customer during the Program Term as well as the maintenance practices and procedures related thereto. Customer will also obtain from its subcontractors permission for Boeing to audit from time to time and upon reasonable notice such subcontractors’ maintenance records and practices during the Program as they pertain to the Covered Aircraft. Boeing will have the right to audit and investigate all costs charged by Customer to the "Work Descriptions" listed in paragraph 1.3 herein, as well as the mainte-
A. No. 2021 Maint Cost Protection enance practices and procedures related thereto, at any reasonable time during the Program Term. Boeing will also have the right to disapprove costs it deems improperly charged reported or lacks sufficient data to verify either the Direct Labor Hours performed or the Direct Material Costs incurred in performing such Work Descriptionsmaintenance. Boeing will provide Customer with written notification of its disapproval of any such costs, and and, if Customer does not provide proof [**] after such notification that such costs are properly chargeable to chargeable, Boeing’s disapproval will be deemed final and conclusive and Boeing will deduct such Work Descriptions within 60 days after such notification, Boeing and Customer will determine the amount to be deducted costs from the computation of the Average Reported CostActual Maintenance Costs.
7.4. 10.4 [**] to Customer, Boeing will have the right at all reasonable times to may inspect and review Customer's ’s maintenance facilities, programs and procedures. If Boeing recommends in writing reasonable changes in to Customer's ’s or its subcontractors’ maintenance programs and procedures which would reduce the Average Reported Cost and offers reasonable proof that such changes will reduce such costs Actual Maintenance Costs and Customer does or its subcontractors do not effect implement such changes or Customer delays effecting delay implementing such changes beyond the period Response Period set forth in paragraph 7.1 hereinArticle 10.1, Boeing will have the right to adjust the Cumulative Average Target Cost Actual Maintenance Costs that have been reported to reflect deduct the increased maintenance costs which Boeing estimates will result resulted from Customer's the failure or delay in effecting implementing such changes. [**] 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.
7.5. The Airframe Maintenance Material Cost will not include the following: costs arising from loss of, or damage to, any Covered Aircraft, or any accessory, equipment or part thereof; any taxes, duties, tariffs, surcharges, transportation, interest or overhead; the cost of initial or sustaining spare parts or the depreciation of such spare parts; costs resulting from any modification to the Covered Aircraft or any equipment, accessory or part thereof other than modifications described under paragraph 1.3
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