case of documented overnight delivery
service or registered or certified mail, return receipt requested, delivery
charge or postage prepaid, on the date shown on the receipt therefor, in each
case at the address set forth below:
If to , Inc.
345 East Main Street
Warsaw, IN 46580
Lintz
If to C. Hanson
Zimmer Biomet Holdings, Inc.
345 East Main Street
Warsaw, IN 46580
28.
Governing Law.
This Agreement has been negotiated and delivered in the State of
Indiana and shall in all respects be governed by, and construed in accordance
with, the laws of the State of Indiana, including all matters of construction,
validity and performance, without giving effect to its conflict of laws
provisions.
29.
Jurisdiction and Venue.
Exclusive jurisdiction and venue over any and all
disputes between the parties arising under this Agreement shall be in, and for
such purpose each party hereby submits to the jurisdiction of, the state and
federal courts serving the State of Indiana.
30.
DISCLAIMER.
EACH AIRCRAFT IS BEING LEASED BY THE COMPANY TO THE EXECUTIVE
HEREUNDER ON AN "AS IS, WHERE IS," BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY
THE EXECUTIVE.
THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER,
EXPRESS OR IMPLIED, AND COMPANY HAS NOT MADE AND SHALL NOT BE CONSIDERED OR
DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS
AGREEMENT, OR HAVING ACQUIRED THE
5
AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED
TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY
OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT LIMITATION, IN
THIS RESPECT COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE
TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH
SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT, OR FITNESS FOR A
PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER
DEFECTS, WHETHER OR NOT DISCOVERABLE, AND AS TO THE ABSENCE OF ANY INFRINGEMENT
OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT, AND AS TO THE
ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY
OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED
WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE),
WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF.
EXECUTIVE HEREBY WAIVES,
RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH
AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF COMPANY AND RIGHTS, CLAIMS
AND REMEDIES OF EXECUTIVE AGAINST COMPANY, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF
MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY
ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING