Common use of Regulatory Obligations Clause in Contracts

Regulatory Obligations. (a) Purchaser recognizes that time is of the essence and agrees to use commercially reasonable efforts to obtain all regulatory requirements that would enable Purchaser to perform, including without limitation all applicable Type Certificates (“TC”), Parts Manufacturer Approval (“PMA”) and Technical Standard Order (“TSO”) for the Exclusive Licensed Products as soon as possible following the Effective Date (collectively “Certifications”). In furtherance thereof, Purchaser shall submit its application for Certifications for the Exclusive Licensed Products to the applicable aviation regulatory authority, such as the United States Federal Aviation Administration (the “FAA”), as soon as capable. Seller will provide commercially reasonable assistance for Purchaser’s applications for Certifications through the period of and in accordance with the Transition Services Agreement. Any further assistance desired by Purchaser with respect to its Certification applications after the end of the Transition Services Agreement will be negotiated by the Parties. Until such time as Purchaser receives all Certifications for the Exclusive Licensed Products, Purchaser shall provide Seller with monthly written progress reports regarding its pursuit of Certifications for the Exclusive Licensed Products, which reports shall include status by Certification Type, part number and the contact person at the regulatory body with whom Purchaser is working to obtain such Certifications for the Exclusive Licensed Products. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall be solely responsible for obtaining (including expenses or fees therefor and the preparation of any documentation or applications), any necessary FAA or other regulatory authority certifications, permits or approvals in connection with its use of the Licensed Technology and manufacture or sale of Licensed Products or Improvements. (c) Purchaser commits that it is able to qualify with Seller to perform direct ship at the Effective Date, subject to Seller’s assistance related to aviation regulatory certifications (e.g. FAA 8130 Airworthiness Tags). Subject to the foregoing qualification, Seller will make commercially reasonable efforts to provide Purchaser with a direct ship authorization letter within three months following such qualification unless otherwise mutually agreed. For the avoidance of doubt, any activities of Purchaser under Seller’s direct ship authority will be subject to Seller’s compliance requirements, including compliance with Seller’s quality management system and labeling of Licensed Products in accordance with Seller requirements. (d) Purchaser shall have the obligation to configure drawings of Exclusive Licensed Products as the design authority for such parts. Seller will no longer be considered the design authority for such Exclusive Licensed Products and will remove design authority of drawings for such Exclusive Licensed Products. Seller will retain design authority for any part that is not an Exclusive Licensed Product and Purchaser will not configure drawings as design authority for any such part. (e) In the event Purchaser makes Non-Exclusive Licensed Product Improvements to any Non-Exclusive Licensed Product part that is not an Exclusive Licensed Product, Purchaser will change the base part number of such part and change the drawing once the edits capturing the changes are completed. Such part will then be considered an Exclusive Licensed Product and Purchaser will also become the design authority for such part. (f) In the event that a part is unintentionally misidentified as an Exclusive Licensed Product when such part is in fact not an Exclusive Licensed Product, such part will be treated as not an Exclusive Licensed Product and Seller will not be held in breach for the use of such part. (g) Upon Seller’s request, Purchaser shall provide Seller with information in connection with the Purchased Assets or Licensed Products that Seller requires to comply with Seller’s regulatory requirements or contractual obligations.

Regulatory Obligations. (a) Purchaser recognizes that time is of the essence and agrees to use commercially reasonable efforts to obtain all regulatory requirements that would enable Purchaser them to perform, including without limitation all applicable Type Certificates (“TC”), Parts Manufacturer Manufacture Approval (“PMA”) and Technical Standard Order (“TSO”) for the Exclusive Licensed Products as soon as possible following the Effective Date (collectively “Certifications”). In furtherance thereof, Purchaser shall submit its application for Certifications for the Exclusive Licensed Products to the applicable aviation regulatory authority, such as the United States Federal Aviation Administration (the “FAA”), as soon as capable. Seller will provide commercially reasonable assistance for Purchaser’s applications for Certifications through the period of and in accordance with the Transition Services AgreementAgreements. Any further assistance desired by Purchaser with respect to its Certification applications after the end of the applicable Transition Services Agreement with respect to each Product Line will be negotiated by the Parties. Until such time as Purchaser receives all Certifications for the Exclusive Licensed Products, Purchaser shall provide Seller with monthly written progress reports regarding its pursuit of Certifications for the Exclusive Licensed Products, which reports shall include status by Certification Type, part number and the contact person at the regulatory body with whom Purchaser is working to obtain such Certifications for the Exclusive Licensed Products. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall be solely responsible for obtaining (including expenses or fees therefor and the preparation of any documentation or applications), any necessary FAA Federal Aviation Administration or other aviation regulatory authority certifications, permits or approvals in connection with its use of the Licensed Technology and manufacture or sale of Licensed Products or Improvements. (c) Purchaser commits that it is able to qualify with Seller to perform direct ship at the Effective Date, subject to Seller’s assistance related to aviation regulatory certifications (e.g. FAA 8130 Airworthiness Tags). Subject to the foregoing qualificationPurchaser shall qualify and perform direct ship, Seller will make commercially reasonable efforts to provide Purchaser with a direct ship authorization letter within three months following such qualification unless otherwise mutually agreed. For the avoidance of doubt, any activities of Purchaser as may be required under Seller’s direct ship authority will be subject to Seller’s compliance requirementsthis Agreement, including compliance with Seller’s quality management system and labeling of Licensed Products in accordance with Seller requirements. (d) Purchaser shall have the obligation to configure drawings of Exclusive Licensed Products Unique Parts as the design authority for such parts. Seller will no longer be considered the design authority for such Exclusive Licensed Products Unique Parts and will remove design authority of drawings for such Exclusive Licensed ProductsUnique Parts. Seller will retain design authority for any part that is not an Exclusive Licensed Product Common Parts and Purchaser will not configure drawings of Common Parts as design authority for any authority. For purposes of this section, Unique Parts are defined as parts that are used only in products indicated in Schedule 2.1(a)(i). A part is defined as “Common Parts” if such partpart is used in other products not indicated in Schedule 2.1(a)(i). (e) In the event Purchaser makes Non-Exclusive Licensed Product Improvements to any Non-Exclusive Licensed Product part that is not an Exclusive Licensed ProductCommon Parts, Purchaser will change the base part number of such part Common Part and change the drawing once the edits capturing the changes are completed. Such part Common Part will then be considered an Exclusive Licensed Product a Unique Part and Purchaser will also become the design authority for such partUnique Part. (f) In the event Seller makes Improvements to Common Parts, such Common Part will receive a new dash number and Seller will also create a new drawing that captures such changes to the new dash number. (g) In the event that a part is unintentionally misidentified as an Exclusive Licensed Product Unique when such part is in fact not an Exclusive Licensed Productcommon, such part will be treated as not an Exclusive Licensed Product Common Part and Seller will not be held in breach for the use of such partCommon Part. (g) Upon Seller’s request, Purchaser shall provide Seller with information in connection with the Purchased Assets or Licensed Products that Seller requires to comply with Seller’s regulatory requirements or contractual obligations.

Regulatory Obligations. (a) Purchaser recognizes that time is of the essence and agrees to use commercially reasonable efforts to obtain all regulatory requirements that would enable Purchaser them to perform, including without limitation all applicable Type Certificates (“TC”), Parts Manufacturer Manufacture Approval (“PMA”) and Technical Standard Order (“TSO”) for the Exclusive Licensed Products as soon as possible following the Effective Date (collectively “Certifications”). In furtherance thereof, Purchaser shall submit its application for Certifications for the Exclusive Licensed Products to the applicable aviation regulatory authority, such as the United States Federal Aviation Administration (the “FAA”), as soon as capable. Seller will provide commercially reasonable assistance for Purchaser’s applications for Certifications through the period of and in accordance with the Transition Services Agreement. Any further assistance desired by Purchaser with respect to its Certification applications after the end of the Transition Services Agreement with respect to will be negotiated by the Parties. Until such time as Purchaser receives all Certifications for the Exclusive Licensed Products, Purchaser shall provide Seller with monthly written progress reports regarding its pursuit of Certifications for the Exclusive Licensed Products, which reports shall include status by Certification Type, part number and the contact person at the regulatory body with whom Purchaser is working to obtain such Certifications for the Exclusive Licensed Products. (ba) Notwithstanding anything to the contrary in this Agreement, Purchaser shall be solely responsible for obtaining (including expenses or fees therefor and the preparation of any documentation or applications), any necessary FAA Federal Aviation Administration or other aviation regulatory authority certifications, permits or approvals in connection with its use of the Licensed Technology and manufacture or sale of Licensed Products or Improvements. (cb) Purchaser commits that it is able to qualify with Seller to perform direct ship at the Effective Date, subject to Seller’s assistance related to aviation regulatory certifications (e.g. FAA 8130 Airworthiness Tags). Subject to the foregoing qualificationPurchaser shall qualify and perform direct ship, Seller will make commercially reasonable efforts to provide Purchaser with a direct ship authorization letter within three months following such qualification unless otherwise mutually agreed. For the avoidance of doubt, any activities of Purchaser as may be required under Seller’s direct ship authority will be subject to Seller’s compliance requirementsthis Agreement, including compliance with Seller’s quality management system and labeling of Licensed Products in accordance with Seller requirements. (dc) Purchaser shall have the obligation to configure drawings of Exclusive Licensed Products Unique Parts as the design authority for such parts. Seller will no longer be considered the design authority for such Exclusive Licensed Products Unique Parts and will remove design authority of drawings for such Exclusive Licensed ProductsUnique Parts. Seller will retain design authority for any part that is not an Exclusive Licensed Product Common Parts and Purchaser will not configure drawings of Common Parts as design authority for any authority. For purposes of this section, Unique Parts are defined as parts that are used only in products indicated in Schedule 2.1(a)(i). A part is defined as “Common Parts” if such partpart is used in other products not indicated in Schedule 2.1(a)(i). (ed) In the event Purchaser makes Non-Exclusive Licensed Product Improvements to any Non-Exclusive Licensed Product part that is not an Exclusive Licensed ProductCommon Parts, Purchaser will change the base part number of such part Common Part and change the drawing once the edits capturing the changes are completed. Such part Common Part will then be considered an Exclusive Licensed Product a Unique Part and Purchaser will also become the design authority for such partUnique Part. (e) In the event Seller makes Improvements to Common Parts, such Common Part will receive a new dash number and Seller will also create a new drawing that captures such changes to the new dash number. (f) In the event that a part is unintentionally misidentified as an Exclusive Licensed Product Unique when such part is in fact not an Exclusive Licensed Productcommon, such part will be treated as not an Exclusive Licensed Product Common Part and Seller will not be held in breach for the use of such partCommon Part. (g) Upon Seller’s request, Purchaser shall provide Seller with information in connection with the Purchased Assets or Licensed Products that Seller requires to comply with Seller’s regulatory requirements or contractual obligations.