Aircraft or by any loss of business or other consequential damage
or any damage whatsoever, howsoever caused including the negligence of SELLER.
SELLER shall bear no liability whatsoever for the cost of modifications of such
Aircraft whether in the event of grounding or suspensions of certification, or
for any other cause.
The foregoing shall not apply to any claim for loss,
damage or expense that arises directly out of a breach or inaccuracy of SELLER's
express representations and warranties in Article 13 or the Bills of Sale.
7.4
FINAL SALE DATE
IF THE SALE FOR AN AIRCRAFT SHALL NOT HAVE OCCURRED ON OR BEFORE THE FINAL SALE
DATE FOR SUCH AIRCRAFT DUE TO BREACH BY BUYER OF ITS OBLIGATIONS HEREUNDER OR
BREACH BY BUYER OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THIS
AGREEMENT, THE OBLIGATION OF SELLER TO SELL, AND OF BUYER TO BUY, SUCH AIRCRAFT
SHALL TERMINATE IN ACCORDANCE WITH ARTICLE 15.1(A)-(B).
8.
CONDITIONS
PRECEDENT AND OTHER DOCUMENTARY REQUIREMENTS
8.1
CONDITIONS TO
BUYER'S OBLIGATIONS
With respect to each Aircraft, the following will be conditions precedent to
BUYER's obligation to purchase such Aircraft from SELLER, which SELLER hereby
undertakes in good faith to cause to occur or be true and correct upon the Sale
of such Aircraft:
(I)
THAT THE REPRESENTATIONS AND
WARRANTIES OF SELLER SET OUT IN ARTICLE 13 SHALL BE TRUE AND ACCURATE AS OF THE
CLOSING DATE FOR SUCH AIRCRAFT.
(II)
DELIVERY BY SELLER OF (1) THE DULY
EXECUTED BILLS OF SALE EVIDENCING TRANSFER OF TITLE FOR SUCH AIRCRAFT (WITH THE
FAA BILL OF SALE HAVING BEEN PRE-POSITIONED WITH FAA COUNSEL PRIOR TO THE DATE
OF SALE), AND (2) A CERTIFIED COPY OF ALL HISTORICAL BILLS OF SALE IN SELLER'S
POSSESSION FROM DATE OF MANUFACTURE TO SALE TO BUYER HEREUNDER.
(III)
SUCH AIRCRAFT SHALL BE LOCATED AT
THE DELIVERY LOCATION.
(IV)
RECEIPT BY BUYER OF EVIDENCE THAT
SELLER IS AUTHORIZED TO ENTER INTO THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY AND EVIDENCE
OF THE AUTHORITY OF A PERSON OR PERSONS TO SIGN AND DELIVER OF BEHALF OF SELLER
THIS AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS A PARTY AND ANY
NOTICE OR OTHER DOCUMENTS TO BE GIVEN OR ENTERED INTO PURSUANT HERETO OR
THERETO.
18
(V)
SELLER NOT BEING IN DEFAULT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR THE OTHER OPERATIVE DOCUMENTS TO WHICH IT IS
A PARTY.
(VI)
WITH RESPECT TO ALL AIRCRAFT, BUYER
SHALL HAVE RECEIVED EVIDENCE, IMMEDIATELY PRIOR TO SALE, FROM FAA COUNSEL THAT
THERE ARE NO RECORDED (AT THE FAA REGISTRY OR THE INTERNATIONAL REGISTRY)
SECURITY INTERESTS AFFECTING SUCH AIRCRAFT OR ANY ENGINE OR ANY PART THEREOF
(EXCEPT FOR ANY PROSPECTIVE CONTRACT OF SALE IN FAVOR OF BUYER PURSUANT TO THIS
AGREEMENT) AND THE UNDERTAKING AND AGREEMENT OF FAA COUNSEL TO ISSUE, PROMPTLY
AFTER SALE, A LEGAL OPINION ON THE SALE AND REGISTRATION OF THE AIRCRAFT WITH
THE FAA AND THE INTERNATIONAL REGISTRY, IN CUSTOMARY FORM.
(VII)
WITH RESPECT