Common use of Technical Acceptance Clause in Contracts

Technical Acceptance. (a) Seller will inform Buyer in writing ten (10) days before the date on which Seller believes the units will be ready for Buyer’s Inspectors. (b) Following completion of the manufacture of each Unit at the Plant, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the Specification, this Contract and the Standards. (c) If Buyer’s Inspectors shall determine that a Unit is in conformance with the Specification, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “Inspection Certificate”), or otherwise confirm that in the opinion of Buyer’s Inspectors, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c). (d) Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) Buyer shall pay the cost of Buyer’s Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.

Technical Acceptance. In the event that upon completion of the Initial Inspection, the Borescope Inspection, the Ground Functional Check, the On-Wing Power Assurance Runs and the Test Cell Runs (acollectively, the “Maintenance Tests”), Seller, at its own cost, shall correct, or cause the Previous Operator to correct any Discrepancies as set forth in this Section. For purposes of this Agreement, “Discrepancies shall mean: (i) Seller will inform Buyer in writing ten with respect to the Maintenance Tests (10other than the Initial Inspection) days before on any Engines, any discrepancies revealed that are outside the date on which Seller believes limits permitted by the units will be ready for Previous Operator’s maintenance program (each, an “Engine Test Discrepancy”), (ii) with respect to the Initial Inspection of the records with respect to any Engine, any discrepancies revealed from the Previous Operator’s or the manufacturer’s maintenance programs, at Buyer’s Inspectorsdiscretion (each an “Engine Records Discrepancy”), (iii) with respect to the Maintenance Tests (other than the Initial Inspection) on any Airframe, any discrepancies revealed that are outside the limits permitted by the Previous Operators maintenance program (“Airframe Test Discrepancies”), (iv) with respect to the Initial Inspection of the records with respect to any Airframe, any discrepancies revealed from the Previous Operator’s or the manufacturer’s maintenance programs, at Buyer’s discretion (each an “Airframe Records Discrepancy”), and (v) in the case of APU and landing gear, any discrepancies revealed that are outside the limits of the manufacturer’s maintenance manual (“APU/Landing Gear Discrepancies”), provided, however, that discrepancies as to the traceability documentation for the Landing Gear shall not be considered “Discrepancies” and Buyer acknowledges that such discrepancies have already been compensated for in the Purchase Price. Seller, at its own cost, shall correct, or cause the Previous Operator to correct any such Discrepancies in the following manner: (i) The Engine Record Discrepancies and Airframe Record Discrepancies shall be corrected to the Buyer’s satisfaction, provided, however, that the corrections shall not exceed standards customary for such corrections within the commercial aviation industry. (bii) Following completion The Engine Test Discrepancies shall be corrected to the Buyer’s satisfaction (provided, however, that the corrections shall not exceed standards customary for such corrections within the commercial aviation industry) or upon the issuance of an FAA form 8130-3 for each of the manufacture applicable Engines indicating each Engine is serviceable for continued use and the delivery of each Unit at the Plantsame to Buyer; provided, Seller however, that the Previous Operator shall notify Buyer not discriminate against such Engine and such correction shall be consistent with the Previous Operator’s correction of similar discrepancies of other engines in writing the Previous Operator’s fleet of such completion the same make and Seller model as the Engine (iii) The APU/Landing Gear Discrepancies shall arrange be corrected to allow the Buyer’s Inspectors to undertake an initial inspection of satisfaction, provided, however, that the corrections need not exceed standards customary for such Unit to determine whether such Unit is in conformance with corrections within the Specification, this Contract and the Standardscommercial aviation industry. (civ) If The Airframe Test Discrepancies shall be corrected in accordance with the Previous Operator’s maintenance program, provided, however, that the Previous Operator shall not discriminate against such Airframes and such correction shall be consistent with the Previous Operator’s correction of similar discrepancies of other airframes in the Previous Operator’s fleet of the same make and model as the Airframe; Buyer hereby acknowledges that, as of the date hereof, Buyer has inspected to Buyer’s Inspectors shall determine that a Unit is in conformance satisfaction and Seller has corrected to Buyer’s satisfaction, all Discrepancies on Airframe 49165, Airframe 49183, Airframe 49182, Engine 709710, Engine 717900, Engine 708582 and Engine 708556 with the Specificationsole exceptions of the Burn Certificates as to each of the Airframes. Promptly upon the correction of all of the Discrepancies with respect to any Aircraft, this Contract and no later than one day before the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a)applicable Closing Date, Buyer’s Inspectors Buyer shall issue execute and deliver to Seller and Buyer a certification certificate of technical acceptance in the form attached of Exhibit B hereto as Exhibit D (the “Inspection CertificateCertificate of Technical Acceptance”). BUYER ACKNOWLEDGES THAT SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE CONDITION OF THE AIRCRAFT AND EQUIPMENT AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OF SELLER, or otherwise confirm that in the opinion of Buyer’s InspectorsEXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE ARE HEREBY DISCLAIMED BY SELLER AND BUYER, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c)AND BUYER’S ACCEPTANCE OF THE AIRCRAFT AND EQUIPMENT ARE MADE BASED ON BUYER’S OWN INSPECTIONS AND NOT BASED ON ANY REPRESENTATION OR WARRANTY OF SELLER OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 5.A AND IN THE BILLS OF SALE. (d) Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) Buyer shall pay the cost of Buyer’s Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.

Technical Acceptance. (a) Seller will inform Buyer in writing ten (10) days before In the date on which Seller believes the units will be ready for Buyer’s Inspectors. (b) Following event that upon completion of the manufacture of each Unit at Initial Inspection, the PlantBorescope Inspection, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the SpecificationGround Functional Check, this Contract the On-Wing Power Assurance Runs and the Standards. Test Cell Runs (c) If Buyer’s Inspectors shall determine that a Unit is in conformance with the Specificationcollectively, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “Inspection CertificateMaintenance Tests”), Seller, at its own cost, shall correct, or otherwise confirm cause the Previous Operator to correct any Discrepancies as set forth in this Section. For purposes of this Agreement, “Discrepancies shall mean: (i) with respect to the Maintenance Tests (other than the Initial Inspection) on any Engines, any discrepancies revealed that in are outside the opinion of Buyerlimits permitted by the Previous Operator’s Inspectorsmaintenance program (each, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(aan “Engine Test Discrepancy”), (bii) and (c). (d) Unless otherwise agreed by Buyer in writingwith respect to the Initial Inspection of the records with respect to any Engine, any discrepancies revealed from the failure of a Unit of Equipment, Previous Operator’s or materials, supplies and equipment thereof, in a test shallthe manufacturer’s maintenance programs, at Buyer’s optiondiscretion (each an “Engine Records Discrepancy”), (iii) with respect to the Maintenance Tests (other than the Initial Inspection) on any Airframe, any discrepancies revealed that are outside the limits permitted by the Previous Operators maintenance program (“Airframe Test Discrepancies”), (iv) with respect to the Initial Inspection of the records with respect to any Airframe, any discrepancies revealed from the Previous Operator’s or the manufacturer’s maintenance programs, at Buyer’s discretion (each an “Airframe Records Discrepancy”), and (v) in the case of APU and landing gear, any discrepancies revealed that are outside the limits of the manufacturer’s maintenance manual (“APU/Landing Gear Discrepancies”), provided, however, that discrepancies as to the traceability documentation for the Landing Gear shall not be considered the failure of each Unit “Discrepancies” and Buyer acknowledges that such discrepancies have already been compensated for in the same production seriesPurchase Price. Seller Seller, at its own cost, shall bear all costs correct, or cause the Previous Operator to test, correct or replace any such Units. Seller Discrepancies in the following manner: 6 (i) The Engine Record Discrepancies and Airframe Record Discrepancies shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be corrected to the satisfaction of and without cost to Buyer’s satisfaction, provided, however, that the corrections shall not exceed standards customary for such corrections within the commercial aviation industry. (eii) Buyer The Engine Test Discrepancies shall pay be corrected to the cost of Buyer’s Inspectors under this Contractsatisfaction (provided, other than however, that the corrections shall not exceed standards customary for such corrections within the costs commercial aviation industry) or upon the issuance of tests an FAA form 8130-3 for each of the Prototype pursuant applicable Engines indicating each Engine is serviceable for continued use and the delivery of the same to ARTICLE 4(a) Buyer; provided, however, that the Previous Operator shall not discriminate against such Engine and as provided such correction shall be consistent with the Previous Operator’s correction of similar discrepancies of other engines in the next sentence, which costs Previous Operator’s fleet of the same make and model as the Engine (iii) The APU/Landing Gear Discrepancies shall be paid by Seller. If corrected to the Buyer’s Inspectors determine satisfaction, provided, however, that a Unit the corrections need not exceed standards customary for such corrections within the commercial aviation industry. (iv) The Airframe Test Discrepancies shall be corrected in accordance with the Previous Operator’s maintenance program, provided, however, that the Previous Operator shall not discriminate against such Airframes and such correction shall be consistent with the Previous Operator’s correction of Equipment fails to conform to similar discrepancies of other airframes in the requirements Previous Operator’s fleet of the Specification, this Contract, or same make and model as the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.Airframe;

Technical Acceptance. (a) Seller will inform Buyer in writing ten (10) days before the date on which Seller believes the units will be ready for Buyer’s InspectorsInspection. (b) Following completion of the manufacture of each Unit at the Plant, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the Specification, this Contract and the Standards. (c) If Buyer’s Inspectors shall determine that a Unit is in conformance with the Specification, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “Inspection Certificate”), or otherwise confirm that in the opinion of Buyer’s Inspectors, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c). (d) Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) Buyer shall pay the reasonable cost of Buyer’s Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.

Technical Acceptance. (a) Subject to any permissible delay attributable to an Excusable Delay, Seller will inform Buyer in writing ten agrees to complete the manufacture of Units conforming to the Specification, this Contract and the Standards and make them available to Buyer’s Inspectors for inspection at the Plant at least thirty-five (1035) days before the date on which Seller believes the units will be ready for Buyer’s Inspectorsprior to their respective Scheduled Delivery Dates. (b) Following completion of the manufacture of each Unit at the Plant, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the Specification, this Contract and the StandardsStandard. (c) If Buyer’s Inspectors shall determine that a Unit is in conformance with the Specification, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “Inspection Certificate”), or otherwise confirm that in the opinion of Buyer’s Inspectors, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c). (d) Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) Buyer shall pay the cost of Buyer’s Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.

Technical Acceptance. Subject to any permissible delay attributable to an Excusable Delay, Seller agrees to complete the manufacture of Units conforming to the Specification, this Contract and the Standards and make them available to Buyer's Inspectors for inspection at the Plant at least thirty-five (a) Seller will inform Buyer in writing ten (1035) days before the date on which Seller believes the units will be ready for Buyer’s Inspectors. (b) prior to their respective Scheduled Delivery Dates. Following completion of the manufacture of each Unit at the Plant, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s 's Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the Specification, this Contract and the Standards. (c) Standard. If Buyer’s 's Inspectors shall determine that a Unit is in conformance with the Specification, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s 's Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “"Inspection Certificate”"), or otherwise confirm that in the opinion of Buyer’s 's Inspectors, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s 's Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s 's Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c). (d) . Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s 's option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) . Buyer shall pay the cost of Buyer’s 's Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s 's Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.

Technical Acceptance. (a) Subject to any permissible delay attributable to an Excusable Delay, Seller will inform Buyer in writing ten agrees to complete the manufacture of Units conforming to the Specification, this Contract and the Standards and make them available to Buyer’s Inspectors for inspection at the Plant at least thirty-five (1035) days before prior to their respective Scheduled Delivery Dates. The parties agree that the availability date on which Seller believes of the units will first set of Units shall be ready for Buyer’s Inspectorsno later than April 28, 2006. Buyer shall immediately thereafter either accept or reject the Units then made available in accordance with Article 6(c). (b) Following completion of the manufacture of each Unit at the Plant, Seller shall notify Buyer in writing of such completion and Seller shall arrange to allow Buyer’s Inspectors to undertake an initial inspection of such Unit to determine whether such Unit is in conformance with the Specification, this Contract and the StandardsStandard. (c) If Buyer’s Inspectors shall determine that a Unit is in conformance with the Specification, this Contract and the Standards following the initial inspection at the Plant pursuant to ARTICLE 6(a), Buyer’s Inspectors shall issue and deliver to Seller and Buyer a certification in the form attached hereto as Exhibit D (the “Inspection Certificate”), or otherwise confirm that in the opinion of Buyer’s Inspectors, the Units of Equipment identified therein comply with the Specification, this Contract and the Standards. If Buyer’s Inspectors determine that the Equipment is not in conformance with the Specification, this Contract and the Standards, Buyer’s Inspectors shall notify Buyer and Seller of their determination in writing, and shall identify any non-conformities, and Seller shall promptly repair or replace any non-conforming Units with conforming Units, which will then be subject to further inspection pursuant to ARTICLES 6(a), (b) and (c). (d) Unless otherwise agreed by Buyer in writing, the failure of a Unit of Equipment, or materials, supplies and equipment thereof, in a test shall, at Buyer’s option, be considered the failure of each Unit in the same production series. Seller shall bear all costs to test, correct or replace such Units. Seller shall promptly correct or replace all rejected Equipment, and materials, supplies and equipment related thereto, such correction and replacement to be to the satisfaction of and without cost to Buyer. (e) Buyer shall pay the cost of Buyer’s Inspectors under this Contract, other than for the costs of tests of the Prototype pursuant to ARTICLE 4(a) and as provided in the next sentence, which costs shall be paid by Seller. If Buyer’s Inspectors determine that a Unit of Equipment fails to conform to the requirements of the Specification, this Contract, or the Standards, the costs and charges of the original tests, any additional tests and work and materials in connection with the correction and/or replacement of the Equipment shall be paid by Seller.