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Common use of Negotiated Agreement; Entire Agreement Clause in Contracts

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3, 2003 AIRTRAN AIRWAYS, INC. THE BOEING COMPANY By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxx Its Sr. V.P. Its Attorney-In-Fact *** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Detail Specification is Boeing Detail Specification D019- /dated as of + / /dated as of even date herewith/. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect such Options. Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

Appears in 1 contract

Samples: Purchase Agreement (Airtran Airways Inc)

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3AGREED AND ACCEPTED this September 18, 2003 AIRTRAN AIRWAYS, INC. 2012 Date THE BOEING COMPANY By AVOLON AEROSPACE Leasing LIMITED /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx Xxx Xxxx Signature Signature Xxxxxxx X. Xxxxxx Its Sr. V.P. Its Xxxxxxx Xxx Xxxx Printed name Printed name Attorney-Inin-Fact Director Title Title VLS -PA-03815 PA Page 3 Airframe Model/MTOW: 737-8 **** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Detail Specification is Boeing Detail Specification D019- /dated as of + / /dated as of even date herewith/. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect such Options. Both : **** Engine Model/Thrust: CFM-LEAP-1B **** Airframe Price Base Year/****Formula: **** **** Airframe Price: **** Engine Price Base Year/****Formula: **** **** VLS-PA-03815 APR-61780 Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.Proprietary Page 1 Total: 10 **** **** VLS-PA-03815 APR-61780 Boeing Proprietary Page 2 Airframe Model/MTOW: 737-9 **** Detail Specification: **** Engine Model/Thrust: CFM-LEAP-1B **** Airframe Price Base Year/****Formula: **** **** VLS-PA-03815 APR-61781 Boeing Proprietary Page 3 Total: 10 **** **** **** VLS-PA-03815 APR-61781 Boeing Proprietary Page 4 VLS-PA-03815-EXA1

Appears in 1 contract

Samples: Purchase Agreement (Avolon Holdings LTD)

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. P.A. No. 3217 DATED AS OF July 316, 2003 AIRTRAN AIRWAYS, INC. 2007 XIAMEN AIRLINES THE BOEING COMPANY By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxx Its SrP.A. No. V.P. Its Attorney-In-Fact 3217 Airframe Price: *** Represents material which has been redacted Engine Price Base Year/Escalation Formula: N/A N/A Optional Features: *** Sub-Total of Airframe and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedFeatures: *** Airframe Escalation Data: Engine Price (Per Aircraft): *** Base Year Index (ECI): *** Aircraft Basic Price (Excluding BFE/SPE): *** Base Year Index (ICI): *** XIA 44717-1F.TXT XIA 44717-1F.TXT P.A. No. 3217 The Detail Specification is Boeing Detail Specification D019- /dated D019A001XIA38P-1 Revision A dated as of + / /dated as of even date herewith/. November 3, 2006. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate incorporates the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer Customer copies of the Detail Specification, which copies will reflect such Options. Both Boeing The Aircraft Basic Price reflects and Customer have certain documentation and approval responsibilities at various times during includes all effects of such Options, except such Aircraft Basic Price does not include the construction cycle price effects of Customer’s Aircraft that are critical any Buyer Furnished Equipment or Seller Purchased Equipment. P.A. No. 3217 Exhibit A to making the delivery of each Aircraft a positive experience for both partiesPurchase Agreement No. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.3217 Page 2

Appears in 1 contract

Samples: Purchase Agreement (China Southern Airlines Co LTD)

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3November 7, 2003 AIRTRAN AIRWAYS, INC. 2006 FEDERAL EXPRESS CORPORATION THE BOEING COMPANY By By: /s/ Xxxxxxx X. Xxxxxxx By Xxxx By: /s/ Xxxxx X. X.X. Xxxxxx Its Sr. V.P. Its Its: Vice President — Aircraft Its: Attorney-In-Fact *** Represents material which has been redacted Acquisitions/SAO P.A. No. 3157 3 BOEING PROPRIETARY Table 1 to Purchase Agreement No. 3157 Aircraft Delivery, Description, Price and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 Advance Payments Purchase of the Securities Exchange Act of 1934, as amended. The Detail Specification is Boeing Detail Specification D019- /dated as of 15 firm + / /dated as of even date herewith/. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer copies of the 15 options Airframe Model/MTOW: 777-Freighter 766000 pounds Detail Specification, which copies will reflect such Options: D019W007-NEW (7/24/2006) Engine Model/Thrust: GE90-110B1L 110000 pounds Airframe Price Base Year/Escalation Formula: Jul-06 ECI-MFG/CPI Airframe Price: [ * ] Engine Price Base Year/Escalation Formula: N/A N/A Optional Features: [ * ] Sub-Total of Airframe and Features: [ * ] Airframe Escalation Data: Engine Price (Per Aircraft): $0 Base Year Index (ECI): 180.3 Aircraft Basic Price (Excluding BFE/SPE): [ * ] Base Year Index (CPI): 195.4 Buyer Furnished Equipment (BFE) Estimate: [ * ] Seller Purchased Equipment (SPE) Estimate: $0 Refundable Deposit/Aircraft at Proposal Accept: [ * ] Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle Due/Mos. Prior to Delivery): Delivery Number of Customer’s Factor Adv Payment Base At Signing 24 Mos. 21/18/15/12/9/6 Mos. Total Date Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.(Airframe) Price Per A/P 1% 4% 5% 35% [ * ] 1 1.0845 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 1 1.0918 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 1 1.0939 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 1 1.0971 [ * ] [ * ] [ * ] [ * ] [ * ]

Appears in 1 contract

Samples: Purchase Agreement

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3Continental Airlines, 2003 AIRTRAN AIRWAYS, INC. Inc. By /s/ Xxxxx X. Xxxxx Its Vice - President THE BOEING COMPANY By /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxx Its Sr. V.P. Xxxx Its Attorney-In-Fact *** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Detail Specification is Boeing Detail Specification D019- /dated as of + / /dated as of even date herewith/. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer copies of the Airframe Model/MTOW: 777-200ER 580,000 Detail Specification, which copies will reflect such Options. Both Boeing : D019W005-C (12/12/2003) Engine Model: GE90-90B Airframe Price Base Year/Escalation Formula: Jul-04 ECI-MFG/CPI Airframe Price: [CONFIDENTIAL Engine Price Base Year/Escalation Formula: Jul-04 GE CF6-80 & GE90 MATERIAL OMITTED (99 rev.) SEPARATELY WITH Airframe Escalation Data: [CONFIDENTIAL MATERIAL Sub-Total of THE SECURITIES AND Base Year Index (ECI): OMITTED AND FILED SEPARATELY Airframe and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s EXCHANGE WITH THE SECURITIES AND Engine Price REQUEST FOR Engine Escalation Data: TREATMENT] (Per Aircraft): CONFIDENTIAL TREATMENT Basic Year Index (CPI): Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.Basic Price (Excluding BFE/SPE): Buyer Furnished Equipment

Appears in 1 contract

Samples: Supplemental Agreement (Continental Airlines Inc /De/)

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 12 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions[ * ]. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3AGREED AND ACCEPTED this January 7, 2003 AIRTRAN AIRWAYS2021 Date THE BOEING COMPANY ATLAS AIR WORLDWIDE HOLDINGS, INC. THE BOEING COMPANY By [ * ] /s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxx Its Sr. V.P. Its Xxxx Xxxxxxxx Signature Signature [ * ] Xxxx Xxxxxxxx Printed name Printed name Attorney-Inin-Fact *President & Chief Executive Officer Title Title AH5-PA-05094 Page 6 Table 1 To Purchase Agreement No. 5094 Airframe Model/MTOW:747-8F Engine Model/Thrust:[ * ] Airframe Price: [ * ] [ * ] [ * ] Configuration Specification: Airframe Price [ * ] Formula: Engine Price [ * ] Formula: [ * ] [ * ] [ * ] Optional Features Estimate: [ * ] Sub-Total of Airframe and Features: [ * ] Airframe Escalation Data: Engine Price (Per Aircraft): [ * ] [ * ]: [ * ] Aircraft Basic Price (Excluding BFE/SPE): [ * ] [ * ]: [ * ] Buyer Furnished Equipment (BFE) Estimate: [ * ] Seller Purchased Equipment (SPE) Estimate: [ * ] [ * ]: [ * ] Escalation Escalation Estimate Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): Total: 4 * [ * ]. ** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended[ * ]. AH5-PA-5094 115941-1F.txt Boeing Proprietary Table 1 Page 1 The Detail Specification is Boeing document number D019U022AH548F-3, revision NEW, to be released as soon as practicable. The Detail Specification D019- /dated as provides further description of + / /dated as of even date herewith/. Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision Econfiguration specification D019U022, revision I, dated July 3January 9, 2002, 2015 as amended to incorporate changes applicable to the Options Model 747-8 Freighter aircraft which have been developed by Boeing prior to the signing of this agreement and the optional features (Options) listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). Such Options are set forth in Boeing Document D019-+ [ * ]. As soon as practicable, Boeing will furnish to Buyer Customer copies of the Detail Specification, which copies will reflect such Options. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. AH5-PA-5094-EXA Page 2 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] AH5-PA-5094-EXAPage 3 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] AH5-PA-5094-EXA Page 4 [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] AH5-PA-5094-EXA Page 5 Page 1 Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s the Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

Appears in 1 contract

Samples: Purchase Agreement (Atlas Air Worldwide Holdings Inc)

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. DATED AS OF July 3, 2003 AIRTRAN AIRWAYS, INC. PA 3780 Date THE BOEING COMPANY By /s/ Xxxxxxx GAC INC. Signature Signature Dxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxx Its Sr. V.P. Its Printed name Printed name Attorney-in-Fact Title Title GAC INC. Signature Printed name Title ______________________________ Witness ______________________________ Witness PA 3780 The Boeing Company P.X. Xxx 0000 Xxxxxxx, XX 00000‑2000 XXX-XX-0000-XX-0000000 XXX, Inc. PX Xxx 000, Xxxxxx Xxxxx Grand Cayman KY1-1104 Cayman Islands Subject: Loading of Customer Software Reference: Purchase Agreement No. 3780 (Purchase Agreement) between The Boeing Company (Boeing) and GAC, Inc. (Customer) relating to Model 737-8 aircraft (Aircraft) This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 1. Customer may request Boeing to install software owned by or licensed to Customer (Software) in the following systems in the Aircraft: (i) aircraft communications addressing and reporting system (ACARS), (ii) digital flight data acquisition unit (DFDAU), (iii) flight management system (FMS), (iv) cabin management system (CMS), (v) engine indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS), (vii) satellite communications system (SATCOM), and (viii) In-Fact *** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Detail Specification is Boeing Detail Specification D019- /dated as of + / /dated as of even date herewith/. Such Detail Specification will be comprised of Boeing Configuration Specification D019A001 Revision E, dated July 3, 2002, as amended to incorporate the Options listed below, including the effects on Manufacturer’s Empty Weight Flight Entertainment (MEW) and Operating Empty Weight (OEWIFE). Such Options are set forth in Boeing Document D019-+ . As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect such Options. Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

Appears in 1 contract

Samples: Purchase Agreement (Gol Intelligent Airlines Inc.)