REGISTRATION MARKS AND TRANSPONDER CODE. The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks and the transponder code shall be supplied to Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft Contractual Delivery Date. IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A-2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-2” SHALL PREVAIL. ____________ ***Confidential ATTACHMENT “E” - DIRECT MAINTENANCE COST GUARANTEE I. Embraer, subject to the terms, conditions and limitations contained in this Attachment, shall guarantee the incurred direct maintenance cost (the “Maintenance Cost Guarantee”) for the fleet of Aircraft subject of the Purchase Agreement as follows: a. The Maintenance Guarantee for the Aircraft shall be for the period that begins at ***. b. For the first *** period commencing with the first Aircraft Actual Delivery Date, the Achieved cumulative Maintenance Cost - AMC for replacement, repair, overhauls and inspections of Buyer's Aircraft, shall not exceed a Maintenance Cost Guarantee (MCG1) rate of: c. For the first *** period commencing with the first Aircraft Actual Delivery Date, the Achieved cumulative Maintenance Cost - AMC for replacement, repair, overhauls and inspections of Buyer's Aircraft, shall not exceed a Maintenance Cost Guarantee (MCG1)rate of: d. The *** shall be ***. e. Measurement will be computed annually on the anniversary date of ***. The results will be reconciled year by year until ***. f. In the event at the end of each annual measurement period, the AMC is higher than the MCG, Embraer shall *** as provided for below: g. Buyer shall use *** efforts to calculate and submit to Embraer the AMC quarterly, in electronic format, *** after the end of each quarter during the Guarantee Term. In the event that Buyer fails to submit such data to Embraer as described in the preceding sentence, Embraer shall send a written notice to Buyer requesting such data, and the guarantee contained in this Attachment shall terminate in the event Buyer fails to submit the AMC to Embraer within *** of such written notice. The Parties shall use *** efforts to reach an agreement over the data annually within *** after the submission of AMC in regard to any fourth quarter. In the event that the AMC contains *** that is out of the reasonable control of ***, the Parties shall also discuss the reasons for such *** and whether it should be included in the calculation of the AMC. Any credit amount will be credited to Buyer *** after the agreement regarding the annual period. Such credit may be used by Buyer only toward ***. h. This Maintenance Guarantee is based upon the following assumptions, and any change to the assumptions shall result in an appropriate recalculation of the MCG rate specified in items “b” and “c” above, at Embraer criteria.
Appears in 1 contract
REGISTRATION MARKS AND TRANSPONDER CODE. The Aircraft shall be delivered to Buyer with the registration marks painted on them. The registration marks and the transponder code shall be supplied to Embraer by Buyer no later than ninety (90) Days before each relevant Aircraft Contractual Delivery Date. IT IS HEREBY AGREED AND UNDERSTOOD BY THE PARTIES THAT IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT “A-2” AND THE TERMS OF THE TECHNICAL DESCRIPTION ABOVE REFERRED, THE TERMS OF THIS ATTACHMENT “A-2” SHALL PREVAIL. ____________ ***Confidential ATTACHMENT “E” - DIRECT MAINTENANCE COST GUARANTEE_
I. Embraer, subject to the terms, conditions and limitations contained in this Attachment, shall guarantee the incurred direct maintenance cost (the “Maintenance Cost Guarantee”) for the fleet of Aircraft subject of the Purchase Agreement as follows:
a. The Maintenance Guarantee for the Aircraft shall be for the period that begins at *** (“Guarantee Term”). *.**
b. For the first *** period commencing with the first Aircraft Actual Delivery Date, the Achieved cumulative Maintenance Cost - AMC for replacement, repair, overhauls and inspections of Buyer's Aircraft, shall not exceed a Maintenance Cost Guarantee (MCG1“”) rate of:
c. For the first *** period commencing with the first Aircraft Actual Delivery Date, the Achieved cumulative Maintenance Cost - AMC for replacement, repair, overhauls and inspections of Buyer's Aircraft, shall not exceed a Maintenance Cost Guarantee (MCG1)rate "") rate of:
d. The *** shall be *** in accordance with ***.
e. Measurement will be computed annually on the anniversary date of ***. The results will be reconciled year by year until ***.
f. In the event at the end of each annual measurement period, the AMC is higher than the MCG, Embraer shall provide *** to Buyer as provided for below:: *** ____________
g. Buyer shall use *** efforts to calculate and submit to Embraer the AMC quarterly, in electronic format, *** after the end of each quarter during the Guarantee Term. In the event that Buyer fails to submit such data to Embraer as described in the preceding sentence, Embraer shall send a written notice to Buyer requesting such data, and the guarantee contained in this Attachment shall terminate in the event Buyer fails to submit the AMC to Embraer within *** of such written notice. The Parties shall use *** efforts to reach an agreement over the data annually within *** after the submission of AMC in regard to any fourth quarter. In the event that the AMC contains *** that is out of the reasonable control of ***, the Parties shall also discuss the reasons for such *** and whether it should be included in the calculation of the AMC. Any credit amount *** will be credited to Buyer *** after the agreement regarding the annual period. Such credit *** may be used by Buyer only toward ***.
h. This Maintenance Guarantee is based upon the following assumptions, and any change to the assumptions shall result in an appropriate recalculation of the MCG rate specified in items “b” and “c” above, at Embraer criteria.
Appears in 1 contract