Aircraft does not meet the conditions set forth herein, Seller
shall not be obligated to accept the Trade-In Aircraft in trade under this
Agreement unless the parties mutually agree to an acceptable modification to the
aforementioned terms. Further, Buyer's Trade-In option shall automatically
terminate if for any reason Buyer fails to take delivery of the Aircraft.
It is understood that if Seller takes title to the Trade-In Aircraft it will be
for the purpose of resale. Accordingly, Seller shall commence efforts to sell
the Trade-In Aircraft upon execution of the aforementioned Exclusive Aircraft
Sales Brokerage Agreement with the intention of delivering the Trade-In Aircraft
to the new purchaser as soon as practicable after Buyer takes delivery of the
Aircraft. In this regard, Buyer hereby agrees to make the Trade-In Aircraft
reasonably available for inspection by prospective third party purchasers
commencing immediately upon execution of the Exclusive Aircraft Sales Brokerage
Agreement at mutually agreeable times and locations.
If, after the trade-in occurs, Seller resells and delivers the Trade-In Aircraft
to a third party purchaser within ninety (90) days after the date of transfer of
title to Seller, the following will apply:
•
If the resale price paid by the new purchaser is equal to or less than the
Trade-In Value, no further action will be taken.
•
If the resale price paid by the new purchaser is more than the Trade-In Value,
the excess amount shall be distributed as follows:
•
From such excess amount, Seller shall retain any reasonable out of pocket
marketing commissions, and/or advertising costs paid or incurred by Seller in
the brokering and sale of the Trade-In Aircraft, and any carrying, refurbishment
cost (including but not limited to paint, interior, engine and/or avionic
upgrades), demonstration and maintenance costs incurred by Seller in marketing
and holding the Trade-In Aircraft in its inventory prior to transfer of title to
the new purchaser.
EXHIBIT 6 ... 2000-05-07191
Page 7 of 13
•
Thereafter, Seller shall retain fifty percent (50%) of the remaining amount of
such excess and shall promptly refund to Buyer the other fifty percent (50%).
SELLER AGREES THAT THE TRADE-IN AIRCRAFT IS SOLD TO SELLER "AS IS". EXCEPT FOR
THE WARRANTY OF TITLE, SELLER ACKNOWLEDGES AND AGREES THAT NEITHER BUYER NOR ANY
OF ITS AGENTS HAS MADE, AND THAT THERE ARE NO OTHER WARRANTIES, EITHER EXPRESSED
OR IMPLIED, WITH RESPECT TO THE TRADE-IN AIRCRAFT INCLUDING, WITHOUT LIMITATION,
AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR USE APPLICABLE TO TRADE-IN
AIRCRAFT OR ANY EQUIPMENT APPLICABLE THERETO. SELLER AGREES THAT UPON SELLER'S
ACCEPTANCE OF THE TRADE-IN AIRCRAFT AT DELIVERY AND SELLER'S ISSUANCE OF EXHIBIT
10 ATTACHED HERETO, SELLER WILL HAVE INSPECTED THE TRADE-IN AIRCRAFT AND FOUND
IT TO BE IN ACCORDANCE WITH THIS AGREEMENT, AND ANY RIGHT TO OBJECT THERETO IS
DEEMED WAIVED. SELLER HEREBY EXPRESSLY WAIVES ANY CLAIM FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES.
Seller and Buyer agree to execute the Confirmation of Trade-In Aircraft Delivery
attached hereto as Exhibit 11 at the time the Trade-In Aircraft is delivered to