Conclusive Proof Sample Clauses

Conclusive Proof. 25 8.5 No LESSOR Liability for Losses................................25 8.6 No Liability to Repair or Replace.............................25 8.7 No Waiver.....................................................26
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Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE'S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR AND (b)
Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR AND (b) THE AIRCRAFT AND ENGINES AND THE AIRCRAFT DOCUMENTATION ARE WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO LESSEE.
Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE CERTIFICATE OF ACCEPTANCE WILL BE CONCLUSIVE PROOF AS BETWEEN XXXXXX AND LESSEE THAT XXXXXX HAS EXAMINED AND INVESTIGATED THE AIRCRAFT, THAT THE AIRCRAFT AND THE AIRCRAFT DOCUMENTS ARE SATISFACTORY TO LESSEE AND THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE AIRCRAFT FOR LEASE HEREUNDER WITHOUT ANY RESERVATIONS WHATSOEVER (EXCEPT FOR ANY DISCREPANCIES WHICH MAY BE NOTED IN THE CERTIFICATE OF DELIVERY CONDITION).
Conclusive Proof. AS BETWEEN LESSEE AND LESSOR IN ITS CAPACITY AS OWNER AND LESSOR OF THE AIRCRAFT, DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF THAT LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR AND (b) THE AIRCRAFT AND ENGINES AND THE AIRCRAFT DOCUMENTATION ARE WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO LESSEE.
Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND EACH OTHER RELEVANT PARTY, ON THE ONE HAND, AND LESSEE, ON THE OTHER HAND, THAT LESSEE'S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR AND (b) THE AIRCRAFT AND ENGINES AND THE AIRCRAFT DOCUMENTATION ARE WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO LESSEE AND IN SUITABLE CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE.
Conclusive Proof. Delivery by the Lessee to Lessor of the Certificate of Acceptance will be conclusive proof as between Lessor and Xxxxxx that Lessee has examined and investigated the aircraft, that the aircraft […] is satisfactory to the Lessee and that Lessee has irrevocably and unconditionally accepted the Aircraft for lease hereunder without any reservation whatsoever (except for any discrepancies which may be noted in the Certificate of Acceptance). Facts … - Aircraft not airworthy - Defects in cables - Airworthiness certificate suspended 11 September 2008 Claims ACG: Payment rent + maintenance reserves US$ 4.6 million Damages loss of rent US$ 6.9 million Olympic: Damages breach of contract – failing delivery aircraft according to contract: US$ 6.8 million Xxxxxx Xxxxxx and Xxxxxx Xxxxxx Spigt Dutch Caribbean Essential question “Whether a claim for damages for defective delivery survives execution by the parties of the Certificate of Acceptance”. First instance - Aircraft was neither airworthy nor safe to fly and which “had not been properly maintained”. Meaning of Airworthy: ‘fit or safe to fly for the carriage of persons by air’ - ACG relied on Olympic’s statement in the ‘Certificate of Acceptance’ that the aircraft “complied in all respects with the condition required at delivery” so as to be “absolutely certain that Olympic considered that the aircraft complied with the required condition”. ACG was entitled to rent and Olympic was estopped from pursuing its counterclaim for damages for breach of contract. Appeal Certificate of Acceptance is not conclusive proof of compliance of the aircraft and the aircraft documents with the contractual requirements, but Certificate of Acceptance contains a representation by the lessee that the condition of the Aircraft is contractually compliant. Aruba - Documentary standarization across industry - English law / New York law Choice of Law - 1980 Rome Convention on the Law Applicable to Contractual Obligations (the “Rome Convention”) - The courts of Aruba will generally observe and give effect to the choice of English law in the transaction documents, except: - Effect may be given to the mandatory rules of law of another country with which the situation has a close connection, if those rules must be applied whatever the law applicable - May refuse to apply English law if such application is manifestly incompatible with the public policy of Aruba - Shall have regard to the law of the country in which performance takes place in rela...
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Conclusive Proof. 30 8.5 No Liability to Repair or Replace 30 8.6 No Waiver 30 8.7 Consideration for Waivers 30 ARTICLE 9 MANUFACTURERS’ AND VENDORS’ WARRANTIES 32 9.1 Warranties 32 9.2 Reassignment 32 9.3 Warranty Claims 32 ARTICLE 10 OPERATION OF AIRCRAFT 33 10.1 Costs of Operation 33 10.2 Compliance with Laws 33 10.3 Training 33 10.4 No Violation of Insurance Policies 33 10.5 Flight and Airport Charges 33 ARTICLE 11 SUBLEASES 35 11.1 No Sublease without LESSOR Consent 35 11.2 LESSOR Costs 35 11.3 Permitted Sublessees 35 11.4 Any Approved Sublease 35 11.5 Assignment of Sublease 35 11.6 Application of Cape Town Convention 36 11.7 Wet Leases 36 11.8 Continued Responsibility of LESSEE 36 ARTICLE 12 MAINTENANCE OF AIRCRAFT 37 12.1 General Obligation 37 12.2 Specific Engine Requirements 37 12.3 Specific Obligations 38 12.4 Replacement of Parts 40 12.5 Removal of Engines 41 12.6 Removal of APU 41 ii TABLE OF CONTENTS 12.7 Pooling of Engines, APU and Parts 42 12.8 Installation of Engines on other aircraft 42 12.9 Modifications 43 12.10 Performance of Work by Third Parties 44 12.11 Reporting Requirements 44 12.12 Maintenance Policies and Procedures Manuals 44 12.13 LESSOR Inspection Rights 44 ARTICLE 13 USE OF RESERVES 46
Conclusive Proof. DELIVERY BY BUYER TO SELLER OF THE AIRCRAFT DELIVERY RECEIPT RELATING TO EACH AIRCRAFT WILL BE CONCLUSIVE PROOF AS BETWEEN BUYER AND SELLER THAT BUYER'S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED SUCH AIRCRAFT AND ENGINES AND (a) EACH IS AIRWORTHY AND IN GOOD WORKING ORDER AND REPAIR AND (b) SUCH AIRCRAFT AND ENGINES AND THE AIRCRAFT DOCUMENTATION ARE WITHOUT DEFECT (WHETHER OR NOT DISCOVERABLE AT DELIVERY) AND IN EVERY WAY SATISFACTORY TO BUYER.
Conclusive Proof. DELIVERY BY LESSEE TO LESSOR OF THE ESTOPPEL AND ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE’S TECHNICAL EXPERTS HAVE EXAMINED AND INVESTIGATED THE AIRCRAFT, INCLUDING THE ENGINES AND THE AIRCRAFT DOCUMENTATION AND THAT EACH IS IN THE CONDITION REQUIRED HEREUNDER (EXCEPT AS SPECIFICALLY SET FORTH IN SUCH CERTIFICATE), AND OTHERWISE IN EVERY WAY SATISFACTORY TO LESSEE.
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