Termination for Certain Events. Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance. . . . . . . . . . . . . . . 12-1 13. Buyer Furnished Equipment and Spare Parts. . . . . . . . . . . . . . . . 13-1 14. Contractual Notices and Requests . . . . . 14-1 15. Miscellaneous. . . . . . . . . . . . . . . 15-1 TABLE OF CONTENTS Page SA Number Number TABLES
Termination for Certain Events. Product Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance....................... 12-1
Termination for Certain Events. 1.21.1 Article 10 of the AGTA is replaced in full by the following new provision:
Termination for Certain Events. Any of the following shall be considered a material breach of, [***]
Termination for Certain Events. This Agreement may be terminated at any time with by notice in writing:
(a) by either party hereto if the other party ceases doing business as a going concern, suspends all or substantially all its business operations, makes an assignment for the benefit of creditors, is insolvent, or generally does not pay its debts, or admits in writing its inability to pay its debts; or
(b) by either party hereto if the other party petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; commences any legal proceeding such as insolvency, bankruptcy, reorganization, readjustment of debt, dissolution or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless such proceeding is dismissed or stayed within a reasonable period, not to exceed sixty (60) days; or
(c) by either party hereto if Delivery shall not have occurred by December 31, 2005; or
(d) by either party hereto if the Aircraft suffers a Total Loss (as defined in the Lease Agreement) following which the Deposit (without interest) shall be returned to Buyer.
Termination for Certain Events. 21.1 Any of the following will be considered a material breach of Northwest's or AVSA's obligations under this Agreement ("Material Breach"):
(1) AVSA, Northwest or any other party will commence any case, proceeding or other action with respect to AVSA or Northwest in any jurisdiction relating to bankruptcy, insolvency, reorganization or relief from debtors or seeking a reorganization, arrangement, winding-up, liquidation, dissolution or other relief with respect to its debts and such case, proceeding or action is not dismissed within sixty (60) days.
(2) An action is commenced seeking the appointment of a receiver, trustee, custodian or other similar official for AVSA or Northwest for all or substantially all of its assets and such action is not stayed or dismissed within sixty (60) days, or AVSA or Northwest makes a general assignment for the benefit of its creditors.
(3) An action is commenced against AVSA or Northwest seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets and such action is not dismissed within sixty (60) days.
(4) AVSA or Northwest is generally unable to pay its debts as they come due.
(5) There is a liquidation, winding up or analogous event with respect to Northwest or AVSA.
(6) Northwest fails to make any Predelivery Payment required to be made pursuant to this Agreement when such payment comes due or fails to make payment of all or part of the Final Contract Price required to be made pursuant to Subclause 6.3 of this Agreement.
(7) Northwest defaults on any payment of principal or interest on any indebtedness or in the payment of any guarantee obligation, to AVSA or any of its Affiliates.
(8) Northwest defaults on any payment of any lease obligation to AVSA or any of its Affiliates relating to any Aircraft.
(9) Northwest defaults in its obligation to take delivery of an Aircraft, or AVSA defaults in its obligation to deliver an Aircraft as provided in this Agreement.
(10) Northwest or AVSA, or any of AVSA's affiliates, defaults in any material respect in the observance or performance of any other material covenant or undertaking contained in this Agreement, and such default continues beyond the applicable grace period (if any).
(11) AVSA or any of its Affiliates defaults in any material respect in the observance or performance of any material covenant or undertaking in the A319 Product Support Agreement, and such default continues beyond the applicable...
Termination for Certain Events. 11-1 ARTICLE 12. Inspections; Plant Representatives..........12-1 ARTICLE 13. Spare Parts and Certain Exhibit Documents...................................13-1 ARTICLE 14.
Termination for Certain Events. This Agreement terminates automatically, without notice, if either party:
a. Becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), admits its inability to pay its debts or otherwise becomes insolvent;
b. Has any distraint, execution, attachment, sequestration or similar action taken, levied or enforced against itself or any of its substantial assets, or if any garnishee order is issued or served on the party;
c. Becomes the subject of any petition presented, order made or resolution passed for the liquidation, administration, bankruptcy or dissolution of all or a substantial part of the party’s business, except where solvent amalgamation or reconstruction is proposed on terms previously approved by the non-terminating party;
d. Loses full and unrestricted control over all or part of its assets because of the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer; or
e. Enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors).
Termination for Certain Events. Subclause 21.1
Termination for Certain Events. Either party may terminate the Agreement by providing written notice to the other party, upon the occurrence of any of the following events:
(a) if the other party ceases to do business, or otherwise terminates its business operations, excluding any situation where all or substantially all of such other party’s assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise); [***] Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) if the other party breaches any material provision of this Agreement and fails to cure such breach within [***] ([***]) days of written notice describing the breach, except that an undisputed breach of the payment provision of this Agreement must be cured within [***] ([***]) day of written notice describing the breach; or
(c) if the other becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it, presents a petition or has a petition presented by a creditor for its winding up, or enters into any liquidation or call any meeting of its creditors, or admits in writing that it is unable to pay its debts as they mature, or if a receiver or examiner is appointed for a substantial part of its assets.
