Rolls. Royce agrees to sell and deliver to Avianca and Avianca agrees to buy and take delivery of spare Engines as set out in Schedule 2 to Exhibit E1 of this Agreement. Signature of this Agreement by the Parties and its entry into force in accordance with its terms shall constitute a Avianca purchase order therefor and Rolls-Royce’s acknowledgement of its acceptance.
Rolls. Royce shall, subject to the conditions set out in this Clause 11 and as the sole liability of Rolls-Royce in respect of any claims for infringement of industrial property rights, indemnify and defend Avianca against any claim that the use of any of the Products and Services by Avianca within any country to which at the date of such claim, the benefits of Clause 27 of the Convention on International Civil Aviation of 7th December 1944 (The Chicago Convention) apply, infringesany patent, [*], however, that Rolls-Royce shall not be liable to Avianca for any loss (whether direct or indirect):- [*]
Rolls. Royce and Avianca shall provide each other with reasonable assistance in obtaining and complying with any authorisations that may be required.
Rolls. Component parts of rolls including roll shell, bearings, seals, lubrication and assembly, are designed for basic life rating of not less than 100 000 hours..
Rolls. Royce agrees that the SFO will prefer an Indictment numbered U20170036 (“the Indictment”).
Rolls. Royce agrees that the Statement of Facts is true and accurate to the best of its knowledge and belief.
Rolls. Royce agrees that its cooperation pursuant to paragraph 10 shall include, but not be limited to, the following:
Rolls. Royce shall provision long lead time Parts and shall set manufacturing capacity and inventory levels of other Parts on the basis of the information provided under Clause 3.1, 3.2 and 3.3 above. Contract Ref :- XXXX 5105
Rolls. (a) Prior to any Payment Installment Date, the Company may request that the Finance Provider refinance, in whole or in part, one or more Principal Installments due on such Payment Installment Date by providing a Roll Request Notice to the Finance Provider no later than 1:00 p.m. (London time) on the second Business Day prior to such Payment Installment Date. Each Roll Request Notice shall be irrevocable and effective upon receipt and shall specify the Principal Installment(s) to be refinanced pursuant to this Section 2.04 and the amount thereof (which shall be at least $250,000).
Rolls. Royce is a company duly organised, validly existing and registered under the laws of England. Rolls-Royce has the corporate power and authority to enter into and perform its obligations under the Guarantee.
