Common use of Technical Acceptance Clause in Contracts

Technical Acceptance. 1) The Aircraft shall be tendered to Federal Express for Technical Acceptance ("Technical Acceptance") after all Services and all required tests have been completed and tested in accordance with the Specifications and the Schedule. 2) For Aircraft that have had any Services performed other than the ACF Modification, upon MDC's completion of the MDC Tests described in Paragraph 23.A. above, Federal Express may, at its expense for fuel, oil, landing fees and the use of Federal Express flight crews, perform acceptance tests (the "Acceptance Tests") of the Aircraft in accordance with the DAC DC-10 Production Flight Procedures Manuals (PFPM). MDC shall assist Federal Express in preparation for the Acceptance Tests, and MDC may, at its sole risk, have two (2) employees participate as observers during the Acceptance Tests. Any additional seats and emergency equipment required for any additional employees of MDC to participate in the Acceptance Tests shall be provided by MDC, at MDC's expense. 3) For Aircraft upon which the ACF Modification has been performed, an acceptance procedure, including ground functional and flight test(s), shall be performed on each Aircraft jointly by Federal Express and MDC and shall be conducted in accordance with MDC's standard PFPM and such other procedures as mutually agreed. Up to five (5) representatives of Federal Express may participate in this Technical Acceptance. MDC shall not be required to provide special instrumentation for this Technical Acceptance procedure. MDC shall have complete control of all test flights and shall bear all costs and expenses, except for Federal Express flight crews, incident to Technical Acceptance of an Aircraft. 9/11/96 AGREEMENT NO. DAC 96-29M 4) Federal Express agrees to complete all inspections and testing authorized or permitted under this Article during the Technical Acceptance Period. Federal Express shall technically accept the Aircraft if it meets the requirements of the Specifications and this Agreement. Notwithstanding the provisions of this Paragraph, if at the time an Aircraft is tendered by MDC to Federal Express for Technical Acceptance such Aircraft does not fully comply with the Specifications or any other requirement of this Agreement, Federal Express may, at its option, (i) accept such Aircraft after receiving MDC's written agreement (prior to acceptance of such Aircraft by Federal Express) as to the manner and time such Aircraft will be corrected by MDC (or agreement on such other disposition of deficiencies as Federal Express and MDC agree), or (ii) refuse to accept the Aircraft until such time as the Aircraft has been corrected by MDC. If Federal Express fails to conduct and to complete its Technical Acceptance within the Technical Acceptance Period which shall not exceed ten days in accordance with Exhibit O, the Aircraft shall be deemed to have been technically accepted by Federal Express on the scheduled Redelivery Date after tender as if Federal Express had expressly indicated its Technical Acceptance as noted above. If during the Technical Acceptance Period Federal Express determines and notifies MDC that there is a noncompliance with the Specifications or this Agreement, the Technical Acceptance Period shall be suspended until (i) MDC corrects the noncompliance or (ii) the condition is resolved to the satisfaction of Federal Express and MDC. Unless otherwise agreed, within two Business Days after Technical Acceptance pursuant to Paragraph B.2. or B.3. above, Federal Express shall accept Redelivery of the Aircraft by endorsement of a Certificate of Technical Acceptance for such Aircraft. Federal Express will designate, in writing, its representative for the purpose of executing the Certificate of Technical Acceptance.