INTERPRETATION AND LAW. 22.6.1 THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, and of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
INTERPRETATION AND LAW. THIS LETTER AGREEMENT No 2 SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 LETTER AGREEMENT N° 2 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement No 2 to the Seller. Agreed and Accepted For and on behalf of AIRBUS S.A.S. Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA. GRUPO TACA HOLDINGS LIMITED Name: Name: Title: Title: Signature: Signature: Date: [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 APPENDIX 2 to LETTER AGREEMENT N° 2 2 SPECIFICATION
INTERPRETATION AND LAW. 22.6.1 THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, Borough of Manhattan, and of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto. To the extent that either the Buyer or the Seller has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon this Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, it hereby irrevocably and expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
INTERPRETATION AND LAW. THIS […***…] LETTER AGREEMENT […***…] WILL BE GOVERNED BY AND CONSTRUED, AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS THAT COULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this […***…] Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this […***…] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.
INTERPRETATION AND LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.
INTERPRETATION AND LAW. This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 of the Agreement.
INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°7 SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. CT1307579 A320neo Family PA – March 2015 Letter Agreement 7 - Page 233 of 246 LETTER AGREEMENT N° 7 If the foregoing correctly sets forth our understanding, please execute four (4) originals in the space provided below and return one (1) original of this Letter Agreement N°7 to the Seller. Agreed and Accepted For and on behalf of AIRBUS S.A.S. Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of AEROVIAS DEL CONTINENTE GRUPO TACA HOLDINGS LIMITED AMERICANO S.A. AVIANCA. Name: Name: Title: Title: Signature: Signature: Date: CT1307579 A320neo Family PA – March 2015 Letter Agreement 7 - Page 234 of 246 [***] [***] LETTER AGREEMENT AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, (“Avianca”) Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx GRUPO TACA HOLDINGS LIMITED, (“GTH”) Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas AVIANCA LEASING L.L.C., (“Avianca Leasing”) 000 Xxxxxxxxx Xxxxx, Xxxxx 000, XXXX XX XXXXX, XXXXXX XX XXXX, XX 00000, X.X.X. AVIANCA HOLDINGS (“Avianca Holdings”) Xxxxx Xxxxxxxx de la Guardia Xx.0 Xxxxxx xx Xxxxxx Xxxxxxxxx de Panama Subject: [***] Ladies and Gentleman: On even date herewith, Avianca and GTH (jointly and severally, the “2015 Buyer”) and Airbus S.A.S. (the “Seller”) entered into an A320neo Family Aircraft Purchase Agreement (the “2015 Agreement”), which covers, among other things, the manufacture and the sale by the Seller and the purchase by the 2015 Buyer [***] the “2015 Aircraft”); [***] [***]This [***] “Letter Agreement”) [***] The Buyer and the Seller have agreed to set forth in this Letter Agreement [***] [***] Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended CT1307579 Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto (a) in the 2015 Agreement [***]. This Letter Agreement [***] a separate and independent contract [***].
INTERPRETATION AND LAW. This Amendment is subject to the Interpretation and Law provisions set forth in Clause 22.6 of the Agreement. [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. July 2018_CT1303281_JBU_A320F_AMD 10_EXECUTED VERSION 4843-9516-0697.1
INTERPRETATION AND LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS TRANSACTION. If the foregoing correctly sets forth our understanding, please execute this Amendment in the space provided below, whereupon, as of the date first above written, this Amendment will constitute part of the Agreement. Agreed and accepted Yours sincerely, MIDWAY AIRLINES AVSA, S.A.R.L. CORPORATION By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxx Xxxxxx -------------------------------- ------------------------------------
INTERPRETATION AND LAW. This Agreement shall be governed by and construed and performance thereof shall be determined in accordance with the laws of France. In the event of a dispute arising from the interpretation performance or breach of this Agreement, said dispute shall fall within the exclusive jurisdiction of the French Courts and only the laws of France shall be applicable. In the event that any provision of this Agreement should for any reason be held ineffective, the remainder of this Agreement shall remain in full force and effect. Clause and sub-Clause headings used in this Agreement are for convenient reference only and shall not affect the Agreement’s interpretation.
