Prior to Delivery Sample Clauses

Prior to Delivery the Aircraft will undergo a technical acceptance process developed by the Seller (the “Technical Acceptance Process”). Successful completion of the Technical Acceptance Process will demonstrate the satisfactory functioning of the Aircraft and will be deemed to demonstrate compliance with the applicable Specification. Should the Aircraft fail to complete the Technical Acceptance Process satisfactorily, the Seller will without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to the Technical Acceptance Process.

Prior to Delivery the Aircraft shall undergo a technical acceptance process developed by the Seller (the "Technical Acceptance Process"). Completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and be considered to demonstrate compliance with the Specification. Should it be established that the Aircraft does not comply with the Technical Acceptance Process requirements, the Seller shall without hindrance from the Buyer, be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to a new Technical Acceptance Process as is necessary to demonstrate the elimination of the non-compliance, such Technical Acceptance Process to be held and carried out in accordance with Subclause 8.1, provided, however, that rather than accept a delay in Delivery of any such Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller’s expense in accordance with the provisions of Clause 12 herein.

Prior to Delivery to the place of shipment, a Products order may be cancelled only with the Seller's prior written consent and upon terms indemnifying the Seller from all resulting losses and damages. The Seller shall have the right to cancel and refuse to complete a Products or Services order if any term and/or condition governing this Agreement is not complied with by the Buyer. In the event of cancellation by the Seller, or in the event that the Seller consents to a request by the Buyer to stop work or to cancel the whole or any part of any order, the Buyer shall make reimbursement to the Seller, as follows: (i) any and all work that can be completed within (30) days from date of notification to stop work on account of cancellation shall be completed, shipped and paid in full; and (ii) for work in progress and any materials and supplies procured or for which definite commitments have been made by the Seller in connection with the order, the Buyer shall pay such sums as may be required to fully compensate the Seller for actual costs incurred, plus fifteen percent (15%). The Buyer may not cancel any order after the Seller's delivery to the place of shipment. Orders for "Special" Equipment may not be cancelled after acceptance, except by the Seller. Items of "Special" Equipment are those that differ from standard Seller specifications, have a limited market, or incorporate specifications that have been determined for a specific application. Determination of whether an item of Equipment is “Special” shall be made by the Seller in its sole discretion. Initial

Prior to Delivery. Buyer shall confirm with Seller the condition of all circumstances affecting the site (including ground conditions, existing site services, etc.) in relation to the supply, installation, and use of the Goods.

Prior to Delivery the Aircraft shall undergo a standard technical acceptance process that is applicable to deliveries of all aircraft of the same type as the Aircraft (the “Technical Acceptance Process”). [*] completion of the Technical Acceptance Process shall demonstrate the proper functioning and condition of the Aircraft and shall be deemed to demonstrate compliance with the Specification. Should the Aircraft fail to [*] complete the Technical Acceptance Process requirements, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes to the Aircraft and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process as is necessary to demonstrate the proper functioning of the Aircraft, which will include an additional Technical Acceptance Flight (defined below) of the Aircraft if reasonably required to verify correction of the failure. Each successive failure of an Aircraft to [*] complete the Technical Acceptance Process will be governed by the preceding sentence. [*]

Prior to Delivery the Aircraft shall undergo a technical acceptance process, proposed by the Seller and agreed with the Buyer (the "Technical Acceptance Process"). The Technical Acceptance Process may also include mutually agreed additions, suggestions or amendments which have been reasonably requested by the Buyer. Completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and shall be deemed to demonstrate compliance with the Specification in line with good industry practice. Upon Delivery of the Aircraft, the Seller shall provide the Buyer with the agreed documents set out in Exhibit J. Should it be established that the Aircraft does not comply with the Technical Acceptance Process requirements, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes and, as soon as practicable thereafter, resubmit the Aircraft to such further Technical Acceptance Process. In the event that Delivery of an Aircraft is delayed due to such changes being carried out, the provisions of Clause 10 or Clause 11 shall apply, as the case may be. In the event that the non compliance with the Technical Acceptance Process is such that it does not prevent the Certificate of Airworthiness to be issued, the Buyer may elect to have the Aircraft delivered, and such non compliance rectified at a mutually agreed later date.

Prior to Delivery. Buyer, at its expense and discretion, may perform or cause to be performed a visual (including borescope) inspection of the Equipment and its records at the Seller's place of business ("Inspection"). Upon completion of an Inspection, Buyer shall promptly advise Seller whether or not, in Buyer's sole discretion, the Equipment and its records are acceptable to Buyer. Buyer's decision on the acceptability of the Equipment records will depend, in part, upon the accuracy and completeness of the records (including but not limited to Buyer's evaluation of traceability of life-limited parts, shop records, AD and SB status reports, etc.). For any Equipment, Buyer's failure to perform the inspection prior to Delivery, or failure to advise Seller of Buyer's findings promptly after the Inspection shall be deemed conclusive that such Equipment and its records are acceptable to Buyer. Equipment shall be considered "Accepted" by Buyer if Buyer has determined or if it is deemed conclusive that the Equipment and its records are acceptable to Buyer.

Prior to Delivery of the Premises to Tenant, Landlord and Tenant shall conduct a walk through of the Premises for the purpose of assuring that all construction is according to plans and specifications, that all utilities are functional, and that the Premises are in good condition. Any deficiencies observed in the walk through shall be noted in writing and signed by both parties. These noted deficiencies shall be cured by Landlord within thirty (30) days of the walk through.

Prior to Delivery. Notwithstanding anything herein to the contrary, Subtenant shall have no obligation to perform any of the obligations of Sublandlord as "tenant" under the Lease that accrue prior to the Commencement Date, the Phase II Delivery Date or the Phase III Delivery Date, as applicable, but that have not been performed by Sublandlord, or to indemnify, defend or hold harmless Landlord or Sublandlord with respect to matters occurring prior to the Commencement Date the Phase II Delivery Date or the Phase III Delivery Date, as applicable.