The capitalized terms used in this Certificate shall have the meaning given to such terms in the Lease unless otherwise indicated. It was still dirty and had construction tools inside. Any Part which is lost, stolen, destroyed, seized, obsolete, confiscated, damaged beyond repair or permanently rendered unfit for any reason, must be replaced except in the case of any Part consisting of or constituting a part or any Equipment Change which Lessee is or would be entitled to remove pursuant to Section 8. The obligations of Guarantor set forth herein constitute the full recourse obligations of Guarantor enforceable against it to the full extent of all its assets and properties, notwithstanding any provision in the Lease or any other Operative Documents limiting the liability of any Beneficiary or any other Person. Lessee shall not enter into any settlement or compromise with respect to any Indemnified Claim which would admit any liability, negligence, - 49 - misconduct or other wrongdoing by the affected Indemnitee without such Indemnitees consent, unless such settlement or other compromise obligates Lessee to pay and Lessee shall have paid the full amount of all potential liability from any source whatsoever of such Indemnitee in connection with such Indemnified Claim and Lessee provides in form and substance reasonably satisfactory to such Indemnitee the full and irrevocable release of such Indemnitee from all potential liabilities related to such Indemnified Claim. Terms used herein and not otherwise defined have the meanings given to them in the Assignment Agreement. Person means any individual person, any form of corporate or business association, trust, Government Entity, or organization or association of which any of the above is a member or a participant.
As to certificates and telegraphic and telephonic confirmations given by public officials, I have assumed the same to have been properly given and to be authentic, accurate and complete. Lessee shall be entitled to assume responsibility for and control of the defense of any Indemnified Claim in respect of which any Indemnitee makes or intends to make a claim against Lessee for indemnity pursuant to this Section 10, and as to which Lessee has acknowledged in writing its responsibility for hereunder, provided that i the legal counsel retained by Lessee for such purpose is reasonably acceptable to Lessor, ii the judicial or administrative proceeding either A involves solely the Indemnified Claim or B involves the Indemnified Claim and other claims, but the Indemnified Claim may be and is severed from the other claims at Lessees cost and expense, including reimbursement of the reasonable costs and expenses incurred by such Indemnitee in - 48 - connection with obtaining such severance , and iii Lessee pursues such contest diligently and in good faith and, upon the reasonable request of Lessor, provides Lessor with reasonable details of the status of the contest and copies of legal briefs, court filings; provided further that, Lessee shall not be entitled to assume and control the defense of or to compromise any Indemnified Claim 1 during the continuance of any Significant Default or Event of Default, 2 if an actual or potential conflict of interest exists between Lessee and such Indemnitee making it advisable in the good faith opinion of the applicable Indemnitee for such Indemnitee to be represented by separate counsel, or 3 if such proceeding would result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on the part of such Indemnitee. This opinion speaks as of its date only. This opinion letter may not be relied upon by you for any other purpose or relied upon, quoted or referred to, nor may copies be delivered to, any other Person without, in each instance, our prior written consent. If any drawing hereunder does not conform with these terms, we shall promptly notify you of that, state the reason s why and hold the document s presented at your disposal or return them to you if you so request. As used herein, the phrase to our knowledge or words of similar import shall mean to the actual knowledge of AirTrans Legal Department after reasonable investigation, but shall not be interpreted to impute knowledge of others other than members of AirTrans Legal Department. Guarantor agrees that if at any time all or any part of any payment or performance theretofore applied by any Beneficiary to any of the Obligations is or must be rescinded or returned by any Beneficiary for any reason whatsoever including the insolvency, bankruptcy or reorganization of Lessee , such Obligations shall, for the purposes of this Guaranty, to the extent that such payment or performance is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application by Beneficiaries, and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by a Beneficiary had not been made.
In case of conflict between any provisions of the Free Lease Agreement and the Joint Manufacturing Agreement the Joint Manufacturing Agreement prevails. This opinion shall not be published or reproduced in any manner or distributed or circulated to any person or entity without my express prior written consent. Nothing in this Section 5. No, the word 'residential' is an adjective, a word used to describe a noun residential lease, residential area, residential care, etc. If for any reason whatsoever the Lease shall be terminated in whole or in part by operation of Law, except as specifically provided in the Lease, Lessee waives, to the - 18 - extent permitted by applicable Law, all rights if any to any termination or diminution in its Rent or Supplemental Rent obligations under the Lease and nonetheless agrees to pay to Lessor, an amount equal to each Rent and Supplemental Rent payment at the time such payments would have become due and payable in accordance with the terms of the Lease had the Lease not been terminated in whole or in part and so long as such payments are made and all other terms and conditions of the Lease are complied with by Lessee, Lessor and Lessee will deem the Lease to remain in full force and effect and Lessee shall continue in possession of the Aircraft under the terms and conditions of the Lease and Lessee shall continue to have, and shall be entitled to exercise, all of its rights under the Lease as if the Lease remained in full force and effect. If, in addition to such refund, reimbursement or credit, such Tax Indemnitee receives an amount of interest on such refund or reimbursement, such Tax Indemnitee shall pay to Lessee, within fifteen 15 Business Days after such Tax Indemnitee receives such amount of interest, the portion of such interest which is fairly attributable to such refund, reimbursement or credit, reduced by the excess if any of i the amount of any Taxes imposed on such Tax Indemnitee on the receipt or accrual of such interest - 14 - over ii the amount of any Taxes saved by such Tax Indemnitee as a result of any allowable current deduction for such payment to Lessee. Terms defined in the Agreement and not in this opinion letter have the same meanings as in the Agreement.
A lease agreement is a type of contract that regulates the relationship between tenants and landlords. We express no opinion as to i any state or federal securities laws, ii any state or federal tax laws, iii matters governed by Title 49 of the United States Code or by any other aviation law or law, statute, rule or regulation of the United States of America relating to the acquisition, ownership, leasing, registration, use, operation, maintenance, repair, replacement, sale of or the particular nature of the Aircraft, iv the applicability of the laws of any jurisdiction that may limit the maximum rate or amount of interest that may be 8B-5 charged, taken, collected or received with respect to the obligations under the Lease Agreement or the Guarantee, or as to the effect of such laws if applicable, v any waiver of inconvenient forum provision in the Lease Agreement or the Guarantee , vi the creation, perfection or priority of any lien or security interest contemplated by the Lease Agreement or the Guarantee or vii any choice of law provisions in the Lease Agreement or the Guarantee. Agreed Value has the meaning given in the Aircraft Lease Agreement. Delivery Date means the date on which Delivery occurs. Lessee will, as soon as practicable after the end of any such requisition, cause the Aircraft to be put into the condition required by the Lease.
All rights expressed to be granted to each Indemnitee other than Lessor under the Lease are given to Lessor on behalf of that Indemnitee, and each Indemnitee is an express third party beneficiary thereof. Transfer has the meaning set forth in Section 14. The expected life remaining will be determined by the inspection and checks accomplished by Lessor in accordance with the Lease which shall include the following: i full borescope inspection; ii analysis of trend data; iii sea level outside air temperature limit assessment or minimum last 10 qualifying flights excluding the first flight of the day ; iv maximum power assurance ground runs; v technical log analysis for a minimum of the previous 3 months of operation; vi previous shop visit assessment if applicable ; and vii reference to the manufacturers maintenance manual; b Following the demonstration flight provided for by Section 1. Lessees obligation to pay Rent and to perform all its other obligations under the Lease except as otherwise provided in the Lease is absolute and unconditional no matter what happens and no matter how fundamental or unforeseen the event, including any of the following: a any right of set-off, counterclaim, recoupment, defense or other right which Lessee may have against the Lessor, Owner, any Indemnitee, Manufacturer, any manufacturer or seller of or any Person providing services with respect to the Aircraft, any Engine or any Part or any other Person, for any reason whatsoever; b any unavailability of the Aircraft for any reason, including a requisition of the Aircraft or any prohibition or interruption of or interference with or other restriction against Lessees use, operation or possession of the Aircraft whether or not the same would, but for this provision, result in the termination of the Lease by operation of law ; c any lack or invalidity of title or any other defect in title, airworthiness, merchantability, fitness for any purpose, condition, design, or operation of any kind or nature of the Aircraft for any particular use or trade, or for registration or documentation under the Laws of any relevant jurisdiction, or any Event of Loss in respect of or any damage to the Aircraft; d any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings by or against Lessor, Lessee or any other Person; e any invalidity or unenforceability or lack of due authorization of, or other defect in, the Lease; f any Security Interests or except as provided in Section 5. All documents delivered to Lessor pursuant to this Schedule 3 will be in English: a Final Documents: Lessee shall receive on or before the Delivery Date for the Aircraft each of the following: 3-2 i Lease Supplement No. Any Equipment Change not so removed or reversed becomes the property of Lessor or Owner, as the case may be, at the Expiry Date. Lessee agrees that Lessor shall be entitled to commingle the Deposit with Lessors general or other funds, and Lessor will not hold any such funds as agent or in trust for Lessee or in any similar fiduciary capacity.
In a residential lease agreement you will list the rights and responsibilities of both the landlord and the tenant. Therefore, a landlord cannot choose to increase the cost of rent. Unforeseen Event means any of the following events not occasioned by the willful misconduct or intentional breach of Lessor, Owner or an Affiliate of either excluding for this purpose any such Affiliate in its capacity as a manufacturer or service provider and arising from any cause 1-13 beyond the reasonable control of Lessor, Owner or an Affiliate thereof excluding for this purpose any such Affiliate in its capacity as a manufacturer or service provider , including without limitation: a war, civil disturbance or act of any Government Entity; b natural disaster or any other act of God; c any Law of, or any allocation or other action by, a Government Entity or any unexpected shortage of labor, materials or facilities affecting the Aircraft; d any damage or Defect; e labor disputes; f breach of contract by any Person other than Lessor , or other failure to deliver or redeliver the Aircraft by any Person whether or not a breach with possession or control of the Aircraft other than by Lessor, if it has possession and control of the Aircraft , any seller of the Aircraft and any breach by any seller or failure to cooperate by any seller, or any excusable or inexcusable delay under any purchase agreement for the Aircraft, or any purchase agreement for the Aircraft terminating prior to Delivery due to a party other than Lessor, Owner or an Affiliate of Lessor or Owner terminating such agreement or due to Lessor, Owner or an Affiliate of Lessor or Owner terminating such agreement in connection with the breach of such agreement by the other party thereto; g delays in obtaining the Aircraft or any equipment or services for the Aircraft; h any delay due to Air Authority certifications; or i any other cause beyond the control of Lessor. If one party fails to fulfill his obligations, the other party may be able to file a. I took out an acknowledgement and a jurat from my briefcase. Pre-Approved Bank has the meaning given in the Aircraft Lease Agreement.
Exercise by Lessor of its rights of inspection in accordance with the Lease or exercise by Lessor of other rights provided to it under and in accordance with the Lease during any period in which Lessor is entitled to exercise remedies hereunder in respect of the occurrence and continuance of an Event of Default shall not be considered to be a breach of the foregoing covenant. Terms defined in the Agreement and not in this opinion letter are used with the same meanings as in the Agreement. In connection with the provisions of the Agreement and the Guarantee whereby AirTran and Holdings submit to the jurisdiction of i the United States District Court for the Southern District of New York, we note the limitations of 28 U. People who refer to an executed real estate contract actually mean that the document -- the paper or digital copy of the contract -- has been signed. Assignor represents and warrants to Assignee and Lessee that: 13 - 4 5. §§ 1331 and 1332 on Federal court jurisdiction, and we also note that such submissions cannot supersede such courts discretion in determining whether to transfer an action from one Federal court to another under 28 U. Part B Lessee Conditions Precedent On or before the Scheduled Delivery Date, Lessor shall comply with the Conditions Precedent set out below by ensuring that Lessee receives the following documents and by taking the actions described below, in each case in a manner reasonably satisfactory to Lessee.
This is not necessarily true for property leased for a business. All such interest will be compounded monthly and calculated on the basis of the actual number of days elapsed in the month, assuming a 30 day month and a 360 day year. Lessee shall obtain from any person to whom possession of an Engine is given, and from the lessor of any airframe on which an Engine is installed and from any holder of a Security Interest in any airframe on which an Engine is installed, an agreement in writing which agreement, in the case of a lease or Security Interest, may be contained in the applicable lease or Security Interest agreement covering such airframe that such Person will respect the interests of Owner and Lessor as owner and lessor, respectively, and of the Financing Parties Representative, in such Engine and will not acquire or claim any rights, title or interest in such Engine as a result of such Engine being installed on such other airframe at any time while such Engine is subject to the Lease. Promptly after making any such set-off, Lessor shall notify in writing Lessee thereof, but failure to give such notice shall not affect the effectiveness of any such set-off. In the case of any replacement of an Engine, Lessee will provide a properly executed bill of sale or similar instrument to evidence the vesting of good and valid title, free and clear of any Security Interest except Lessor Liens , to any such Replacement Engine or other equipment in Owner.
Insurance means insurance in respect of the Aircraft required by Section 9 and Schedule 7. Tiny variations in the facts, or a fact not set forth in a question, often can change a legal outcome or an attorney's conclusion. Habitual Base has the meaning given in the Aircraft Lease Agreement. State of Design means the state having jurisdiction over the Person responsible for the type design of the Aircraft or any Engine or Part. Technical Report means a monthly report of the Flight Hours, Cycles, Engine Flight Hours and Engine Cycles operated by the Airframe and Engines in respect of each calendar month in the form reasonably required by Lessor.