Common use of CONVERSION AIRCRAFT Clause in Contracts

CONVERSION AIRCRAFT. 3.1 The Seller grants the Buyer the one-time right, per A319 Aircraft, to convert any A319 Aircraft into an A320 Aircraft (the “Conversion A320 Aircraft”) or an A321Aircraft (the “Conversion A321 Aircraft”) (collectively the “Conversion Aircraft”), provided that the Buyer notifies the Seller in writing at least ***** in advance of the Scheduled Delivery Month of the initially ordered A319 Aircraft contemplated for conversion. Once exercised, the conversion is irrevocable. The scheduled delivery month in respect to Conversion Aircraft shall be as close as possible to the initially ordered A319 Aircraft, subject to the Seller’s and the Manufacturer’s then prevailing industrial and commercial constraints and other dispositions. The Base Prices of any Conversion Aircraft will be pursuant to Clause 3 of the Agreement as applicable to the A320 Aircraft and/or the A321 Aircraft. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to the Conversion Aircraft. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller’s Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. 3.2 Upon conversion right exercise, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Spirit Airlines – A319/A320/A321 Purchase Agreement LA4-3 Price of the A319 Aircraft and the Conversion A320 Aircraft and/or the Conversion A321 Aircraft, as applicable plus any other then due Predelivery Payments pursuant to Clause 5 in respect of the relevant Conversion Aircraft. The conversion shall only be effective upon receipt by the Seller of such Predelivery Payments.

Appears in 2 contracts

Samples: Purchase Agreement (Spirit Airlines, Inc.), Purchase Agreement (Spirit Airlines, Inc.)

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CONVERSION AIRCRAFT. 3.1 The Seller grants 23.1 Buyer shall have the Buyer flexibility to request the one-time right, per A319 Aircraft, to convert conversion of any A319 exercised Option Aircraft into an A320 or exercised Purchase Right Aircraft (the “Conversion A320 Aircraft”) or an A321Aircraft (the “Conversion A321 Aircraft”) (collectively the “Conversion Aircraft”), provided that the Buyer notifies the Seller in writing at least [***** in advance *]. To exercise its conversion option, Buyer shall send a written notice to Embraer to such effect on the date of the Scheduled Delivery Month of the initially ordered A319 Aircraft contemplated for conversion. Once exercised, the conversion is irrevocable. The scheduled delivery month in respect to Conversion Aircraft shall be as close as possible to the initially ordered A319 Aircraft, subject to the Seller’s and the Manufacturer’s then prevailing industrial and commercial constraints and other dispositions. The Base Prices of any Conversion Aircraft will be pursuant to Clause 3 of the Agreement as applicable to the A320 Aircraft and/or the A321 Aircraft. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to the Conversion Aircraft. All Airframe prices will be subject to revision until Delivery exercise of the relevant Aircraft in accordance with Option Aircraft, or Purchase Right Aircraft, as the Seller’s Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. 3.2 Upon conversion right exercise, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference case may be. [***** *] Confidential portions of the material have been omitted redacted and filed separately with the Securities and Exchange Commission. Spirit Airlines – A319/A320/A321 Purchase Agreement LA4-3 Price . 23.2 Following receipt by Embraer of Buyer’s conversion request notification, Embraer shall confirm to Buyer within [*****] if the requested Conversion Aircraft are available for conversion as per Buyer’s request (the “Confirmation Notice”), in which event such Conversion Aircraft shall be deemed an “Aircraft” in lieu of the A319 replaced exercised Option or Purchase Right Aircraft, including the delivery of such Conversion Aircraft being scheduled on the Contractual Delivery Date applicable to such replaced exercised Option or Purchase Right Aircraft, subject to possible schedule changes as described below. 23.3 In case Buyer and Embraer do not reach an agreement in relation to such Conversion Aircraft within [*****] after the Conversion A320 Aircraft and/or date of the Conversion A321 Confirmation Notice, Buyer shall have the right to either (i) to not exercise the relevant Option or Purchase Right Aircraft, as applicable plus any other then the case may be, in which case such Option or Purchase Right Aircraft will be considered expired, and in this case no indemnity being due Predelivery Payments pursuant by either Party to Clause 5 the other, except that Embraer shall be entitled to retain the relevant [*****] made by Buyer, or (ii) to accept the relevant Option / Purchase Right Aircraft [*****] 23.4 The Conversion Aircraft Basic Price for [*****] including the optional equipment and customized lay outs defined respectively in respect Attachments “A2”, “A3” and “A4”, are: [*****] [*****] [*****] [*****] 23.5 The performance guarantee for the Conversion Aircraft shall be in accordance with the terms and conditions contained in Attachment “E2” (for the [*****]), Attachment “E3” (for the [*****]), and Attachment “E4” (for the [*****]). The terms and conditions of the relevant Service Life Guarantee presented in Attachment “H” shall also be applicable for the Conversion Aircraft. The conversion Also, the terms and conditions of the Aircraft Warranty Certificate presented in Attachment “C” shall only also be effective upon receipt by applicable for the Seller of such Predelivery PaymentsConversion Aircraft.

Appears in 2 contracts

Samples: Purchase Agreement (Azul Sa), Purchase Agreement (Azul Sa)

CONVERSION AIRCRAFT. 3.1 The Seller grants the Buyer the one-time right, per A319 Aircraft, to convert any A319 Aircraft into an A320 Aircraft (the "Conversion A320 Aircraft") or an A321Aircraft (the "Conversion A321 Aircraft") (collectively the "Conversion Aircraft"), provided that the Buyer notifies the Seller in writing at least [***** ] in advance of the Scheduled Delivery Month of the initially ordered A319 Aircraft contemplated for conversion. Once exercised, the conversion is irrevocable. The scheduled delivery month in respect to Conversion Aircraft shall be as close as possible to the initially ordered A319 Aircraft, subject to the Seller’s 's and the Manufacturer’s 's then prevailing industrial and commercial constraints and other dispositions. The Base Prices of any Conversion Aircraft will be pursuant to Clause 3 of the Agreement as applicable to the A320 Aircraft and/or the A321 Aircraft. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to the Conversion Aircraft. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller’s 's Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. 3.2 Upon conversion right exercise, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. Spirit Airlines - A319/A320/A321 Purchase Agreement LA4-3 Price of the A319 Aircraft and the Conversion A320 Aircraft and/or the Conversion A321 Aircraft, as applicable plus any other then due Predelivery Payments pursuant to Clause 5 in respect of the relevant Conversion Aircraft. The conversion shall only be effective upon receipt by the Seller of such Predelivery Payments. 3.3 [***]

Appears in 1 contract

Samples: Purchase Agreement (Spirit Airlines, Inc.)

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CONVERSION AIRCRAFT. 3.1 The Seller grants 23.1 Buyer shall have the Buyer flexibility to request the one-time right, per A319 Aircraft, to convert conversion of any A319 exercised Option Aircraft into an A320 or exercised Purchase Right Aircraft (the “Conversion A320 Aircraft”) or an A321Aircraft (the “Conversion A321 Aircraft”) (collectively the “Conversion Aircraft”), provided that the Buyer notifies the Seller in writing at least [***** in advance of the Scheduled Delivery Month of the initially ordered A319 Aircraft contemplated for conversion*]. Once exercisedTo exercise its conversion option, the conversion is irrevocable. The scheduled delivery month in respect to Conversion Aircraft Buyer shall be as close as possible to the initially ordered A319 Aircraft, subject to the Seller’s and the Manufacturer’s then prevailing industrial and commercial constraints and other dispositions. The Base Prices of any Conversion Aircraft will be pursuant to Clause 3 of the Agreement as applicable to the A320 Aircraft and/or the A321 Aircraft. In addition, the provisions of Paragraph 3 to Letter Agreement No. 9 of the Agreement shall be applicable in so far as such provisions are applicable to the Conversion Aircraft. All Airframe prices will be subject to revision until Delivery of the relevant Aircraft in accordance with the Seller’s Price Revision Formula and all Propulsion System prices are subject to revision until Delivery of the relevant Aircraft in accordance with the Propulsion Systems Price Revision Formula in Exhibit H to the Agreement. 3.2 Upon conversion right exercise, the Buyer will pay to the Seller the incremental Predelivery Payments resulting from the difference in Predelivery Payment Reference send a written [***** *] Confidential portions of the material have been omitted redacted and filed separately with the Securities and Exchange Commission. Spirit Airlines – A319/A320/A321 Purchase Agreement LA4-3 Price notice to Embraer to such effect on the date of exercise of the A319 Aircraft and the Conversion A320 Aircraft and/or the Conversion A321 relevant Option Aircraft, or Purchase Right Aircraft, as applicable plus any other then due Predelivery Payments pursuant the case may be. 23.2 Following receipt by Embraer of Buyer’s conversion request notification, Embraer shall confirm to Clause 5 Buyer within [*****] if the requested Conversion Aircraft are available for conversion as per Buyer’s request (the “Confirmation Notice”), in respect which event such Conversion Aircraft shall be deemed an “Aircraft” in lieu of the replaced exercised Option or Purchase Right Aircraft, including the delivery of such Conversion Aircraft being scheduled on the Contractual Delivery Date applicable to such replaced exercised Option or Purchase Right Aircraft, subject to possible schedule changes as described below. 23.3 In case Buyer and Embraer do not reach an agreement in relation to such Conversion Aircraft within [*****] after the date of the Confirmation Notice, Buyer shall have the right to either (i) to not exercise the relevant Option or Purchase Right Aircraft, as the case may be, in which case such Option or Purchase Right Aircraft will be considered expired, and in this case no indemnity being due by either Party to the other, except that Embraer shall be entitled to retain the relevant [*****] made by Buyer, or (ii) to accept the relevant Option / Purchase Right Aircraft [*****]. 23.4 The Conversion Aircraft Basic Price for [*****], including the optional equipment and customized lay outs defined respectively in Attachments “A2”, “A3” and “A4”, are: 23.5 The performance guarantee for the Conversion Aircraft shall be in accordance with the terms and conditions contained in Attachment “E2” (for the [*****]), Attachment “E3” (for the [*****]”), and Attachment “E4” (for the [*****]”). The terms and conditions of the Service Life Guarantee presented in Attachment “H” shall also be applicable for the Conversion Aircraft. The conversion Also, the terms and conditions of the Aircraft Warranty Certificate presented in Attachment “C” shall only also be effective upon receipt by applicable for the Seller of such Predelivery PaymentsConversion Aircraft.

Appears in 1 contract

Samples: Purchase Agreement (Azul Sa)

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