Common use of Title to Parts Clause in Contracts

Title to Parts. Any Part removed from the Airframe or any Engine -------------- as provided in paragraph (a) of this Section 8 may be subjected by Lessee or any Permitted Sublessee to normal pooling arrangements customary in the airline industry entered into in the ordinary course of the business of Lessee or such Permitted Sublessee with vendors or with other air carriers. The Part replacing such removed Part shall be incorporated or installed in or attached to the Airframe or Engine in accordance with paragraph (a) of this Section 8 promptly after the removal of such removed Part. In addition, any replacement Part when incorporated or installed in or attached to the Airframe or any Engine in accordance with paragraph (a) of this Section 8 may be owned by another air carrier subject to such a normal pooling arrangement; provided that Lessee or such Permitted Sublessee shall, promptly thereafter, either (i) cause title to such replacement Part to vest in Lessor in accordance with said paragraph (a) by Lessee or such Permitted Sublessee acquiring title thereto for the benefit of Lessor free and clear of all Liens except Permitted Liens or (ii) replace such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee or such Permitted Sublessee free and clear of all Liens except Permitted Liens and shall cause title to such further replacement Part to vest in Lessor in accordance with paragraph (a) of this Section 8.

Appears in 1 contract

Samples: Lease Agreement (Delta Air Lines Inc /De/)

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Title to Parts. Any Part All Parts (other than Severable Alterations -------------- pursuant to Section 5.02(b) title to which is vested in Lessee) at any time removed from the Airframe Facility shall remain the property of Lessor, no matter where located, until such time as such Parts shall be replaced by Parts that have been incorporated in the Facility and that meet the requirements for replacement Parts specified in Section 5.01. Immediately upon any replacement Parts becoming identified for use in connection with the Facility, without further act, so long as no Default or Event of Default under any Engine -------------- as provided in paragraph Transaction Document shall have occurred and be continuing, (a) of this Section 8 may be subjected by Lessee or any Permitted Sublessee title to normal pooling arrangements customary in the airline industry entered into in the ordinary course of the business of Lessee or such Permitted Sublessee with vendors or with other air carriers. The Part replacing such removed Part shall thereupon vest in Lessee, free and clear of all rights of Lessor, (b)title to such replacement Part shall thereupon vest in Lessor and be incorporated or installed in or attached subject to the Airframe Lien of the Security Documents and (c) such replacement Part shall become subject to this Lease and be deemed part of the Facility for all purposes hereof to the same extent as the Parts originally incorporated in the Facility. Prior to or Engine in accordance with paragraph (a) on the date of this Section 8 promptly after the removal installation of such removed Part. In addition, any replacement Part when incorporated or installed in of any Nonseverable Alteration or attached upon any Severable Alteration's becoming a Nonseverable Alteration, Lessee, if requested by Lessor, at no expense to the Airframe or any Engine in accordance with paragraph Lessor, shall (a) of this Section 8 may be owned by another air carrier subject to such a normal pooling arrangement; provided that Lessee or such Permitted Sublessee shall, promptly thereafter, either (iA) cause to be furnished to Lessor a xxxx of sale, in form and substance reasonably satisfactory to Lessor and the Agent conveying title to such replacement Part or Nonseverable Alteration to vest in Lessor in accordance with said paragraph (a) by Lessee or such Permitted Sublessee acquiring title thereto for the benefit of Lessor free and clear of all Liens except Permitted Liens or (ii) replace such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee or such Permitted Sublessee Lessor, free and clear of all Liens except Permitted Liens and shall Lessor Liens and (B) cause to be furnished to Lessor and the Agent such further evidence of Lessor's title to and the condition of such further replacement Part to vest in as Lessor in accordance with paragraph (a) of this Section 8or the Agent shall reasonably request.

Appears in 1 contract

Samples: Lease Agreement (Environmental Power Corp)

Title to Parts. Any Part All Parts removed from the Airframe or any Engine -------------- will remain the property of Lessor and subject to this Agreement no matter where located, until such time as provided in paragraph (a) of this Section 8 may be subjected such Parts have been replaced by Lessee or any Permitted Sublessee to normal pooling arrangements customary in the airline industry entered into in the ordinary course of the business of Lessee or such Permitted Sublessee with vendors or with other air carriers. The Part replacing such removed Part shall be Parts (which have been incorporated or installed in or attached to the Airframe or Engine such Engine) which meet the requirements for replacement Parts specified in accordance with paragraph Section 12.3.1, (ab) title to such replacement Parts has passed to Lessor under the Laws of this Section 8 the State of Registration and lex situs and (c) Lessee has promptly after recorded (or caused to be recorded) the removal replacement of such removed PartParts in the Manuals and Technical Records and received an acknowledgment of the ownership transfer to Lessor. In additionTo the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of Lessor and Lessee that, without further act and immediately upon any replacement Part when becoming incorporated, installed or attached to the Airframe or an Engine as above provided, the following shall occur concurrently (i) title to the replaced Part will thereupon vest in Lessee, free and clear of all Transaction Liens, (ii) title to the replacement Part will thereupon vest in Lessor, free and clear of all Liens (other than Permitted Liens), and (iii) such replacement Part will become subject to this Agreement and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or any Engine in accordance with paragraph (a) such Engine. To the extent the foregoing is not effective under the Laws of this Section 8 may be owned by another air carrier subject to such a normal pooling arrangement; provided that the lex situs, Lessee or such Permitted Sublessee Lessor, as applicable, shall, promptly thereafterupon request of the other therefor, either (i) cause execute and deliver to the other, or procure the execution and delivery of, such bills of sale and other documents as the other reasonably requires to evidence the transfer of title to such the replaced Part to Lessee and the transfer of title in the replacement Part to vest Lessor, provided that a bill of sale shall always be required in Lessor in accordance with said paragraph (a) by Lessee respect of a Replacement APU, Replacement Landing Gear or such Permitted Sublessee acquiring title thereto for the benefit of Lessor free and clear of all Liens except Permitted Liens or (ii) replace such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee or such Permitted Sublessee free and clear of all Liens except Permitted Liens and shall cause title to such further replacement Part to vest in Lessor in accordance with paragraph (a) of this Section 8Replacement Propeller.

Appears in 1 contract

Samples: Aircraft Lease Agreement

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Title to Parts. Any Part All Parts removed from the Airframe or any Engine -------------- will remain the property of Lessor and subject to this Agreement no matter where located, until such time as provided in paragraph (a) of this Section 8 may be subjected such Parts have been replaced by Lessee or any Permitted Sublessee to normal pooling arrangements customary in the airline industry entered into in the ordinary course of the business of Lessee or such Permitted Sublessee with vendors or with other air carriers. The Part replacing such removed Part shall be Parts (which have been incorporated or installed in or attached to the Airframe or Engine such Engine) which meet the requirements for replacement Parts specified in accordance with paragraph Section 12.3.1, (ab) title to such replacement Parts has passed to Lessor under the Laws of this Section 8 the State of Registration and lex situs and (c) Lessee has promptly after recorded (or caused to be recorded) the removal replacement of such removed PartParts in the Manuals and Technical Records and received an acknowledgment of the ownership transfer to Lessor. In additionTo the extent permitted by the Laws of the State of Registration and the lex situs, it is the intent of Lessor and Lessee that, without further act and immediately upon any replacement Part when becoming incorporated, installed or attached to the Airframe or an Engine as above provided, the following shall occur concurrently (i) title to the replaced Part will thereupon vest in Lessee, free and clear of all Transaction Liens, (ii) title to the replacement Part will thereupon vest in Lessor, free and clear of all Liens (other than Permitted Liens), and (iii) such replacement Part will become subject to this Agreement and be deemed to be a Part hereunder to the same extent as the Parts originally incorporated or installed in or attached to the Airframe or any Engine in accordance with paragraph (a) such Engine. To the extent the foregoing is not effective under the Laws of this Section 8 may be owned by another air carrier subject to such a normal pooling arrangement; provided that the lex situs, Lessee or such Permitted Sublessee Lessor, as applicable, shall, promptly thereafterupon request of the other therefor, either (i) cause execute and deliver to the other, or procure the execution and delivery of, such bills of sale and other documents as the other reasonably requires to evidence the transfer of title to such the replaced Part to Lessee and the transfer of title in the replacement Part to vest Lessor, provided that a xxxx of sale shall always be required in Lessor in accordance with said paragraph (a) by Lessee respect of a Replacement APU, Replacement Landing Gear or such Permitted Sublessee acquiring title thereto for the benefit of Lessor free and clear of all Liens except Permitted Liens or (ii) replace such replacement Part by incorporating or installing in or attaching to the Airframe or Engine a further replacement Part owned by Lessee or such Permitted Sublessee free and clear of all Liens except Permitted Liens and shall cause title to such further replacement Part to vest in Lessor in accordance with paragraph (a) of this Section 8Replacement Propeller.

Appears in 1 contract

Samples: Aircraft Lease Agreement

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