Engine Matter Sample Clauses

Engine Matter. Prior to the applicable Adjustment Measurement Date, Seller shall use commercially reasonable efforts to cause the Airline to purchase for cash an engine to replace the failed engine described on Section 6.3(g) of the Seller Disclosure Schedule (the “Failed Engine”), which replacement engine shall be reasonably acceptable to Buyer; provided, that Buyer may not withhold its acceptance in the case of a replacement engine that has an equal or greater value, utility and remaining useful life as the Failed Engine other than to require that Seller not complete such purchase but rather provide an Accrued Engine Amount (as defined below) equal to the proposed cost of such engine. To the extent that a replacement engine is not purchased for cash prior to the applicable Adjustment Measurement Date, $3.0 million (or if Buyer elects to accept an Accrued Engine Amount equal to the cost of Seller’s proposed replacement, the amount of such cost) shall be included in the “Accrued Liabilities” line item for purposes of the calculation of the Closing Net Working Capital Amount or any estimate thereof (the “Accrued Engine Amount”); provided, that, if and to the extent the ultimate cost of replacement of the Failed Engine with a replacement engine that has an equal or greater value, utility and remaining useful life as the Failed Engine is greater than or less than the Accrued Engine Amount (any such post-Closing purchase to be subject to the prior consent of Seller, not to be unreasonably withheld), such difference shall be reflected in the adjustment of the Share Purchase Price pursuant to Section 1.2. If such replacement engine is purchased after the final determination of the Share Purchase Price pursuant to Section 1.2 but prior to three months after the Closing Date (which post-Closing purchase shall be subject to the prior consent of Seller, not to be unreasonably withheld), then (i) if the amount of such replacement cost is greater than the Accrued Engine Amount, Seller shall promptly pay to Buyer the amount of such excess, or (ii) if the amount of such replacement cost is less than the Accrued Engine Amount, Buyer shall promptly pay to Seller the amount of such shortfall; provided, however, that if no replacement engine has been purchased by the date that is three months after the Closing Date, then the Seller shall obtain an appraisal of the Failed Engine prior to the occurrence of the foreign object damage from a reputable appraiser reasonably acceptable to Buyer (...
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Related to Engine Matter

  • Buyer Furnished Equipment 14.3.2.1 The Seller shall introduce data related to Buyer Furnished Equipment, for equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, at no additional charge to the Buyer for the initial issue of the Technical Data provided at first Aircraft Delivery, provided such BFE Data is provided in accordance with the conditions set forth in Clauses 14.3.2.2 through 14.3.2.6.

  • Airframe The Airbus A300F4-605R aircraft (excluding the Engines or engines from time to time installed thereon) to be leased by the Lessor to the Lessee pursuant to the Lease and the initial Lease Supplement and having the United States FAA Registration Number initially and manufacturer's serial number specified in the initial Lease Supplement, including (i) all Parts in respect thereof and (ii) any Replacement Airframe which may be substituted pursuant to Section 11.03

  • Engines POSITION SERIAL NO. TOTAL HOURS TOTAL CYCLES HRS/CYCLES SINCE LAST SHOP VISIT Time Remaining to Next LIFE LIMITED PART REMOVAL PART NAME HOURS CYCLES MSN MSN

  • Aircraft Information Table Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

  • Aircraft Documents The following documentation and information is part of the Aircraft, and is the property of the Lessor. The documentation shall be in English, complete, current, accurate and include the latest revisions, in good condition, readable and capable of being reproduced using standard reproduction processes. All documentation shall have the necessary stamps, endorsements, certifications and signatures where appropriate. Bulk storage media (microfilm, CD, DVD) shall be in an industry standard format, requiring no proprietary or “fee added” software to access. One set of any such bulk storage media or one set of paper documentation shall be provided. All records listed in this Exhibit B shall be provided notwithstanding any policies of the Aviation Authority or the Reference Regulatory Agency that may allow the disposal of such records.

  • AIRCRAFT CONFIGURATION The guarantees defined in Paragraphs 2 and 3 below (the “Guarantees”) are applicable to the A321 Aircraft as described in the A321 Standard Specification ***** as amended by the following SCNs:

  • Aircraft The Airframe to be sold by AVSA to the Owner Trustee as provided in the Participation Agreement and to be leased under the Lease (or any permitted substitute airframe thereunder) together with two Engines (whether either is an initial Engine or a Replacement Engine) whether or not any of such initial or Replacement Engines may from time to time be installed on such Airframe or may be installed on any other airframe or on any other aircraft, including any aircraft substituted pursuant to Section 11.03

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Aircraft Basic Price The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

  • Content of Fund Documents The Fund shall be responsible for the content and substance of the Fund Documents as provided to the Company, including, but not limited to, the accuracy and completeness of the Fund Documents. Without limiting the generality of the foregoing in any manner, the Fund shall be responsible for ensuring that the Fund Documents as provided to the Company:

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