INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE WHATSOEVER WITH RESPECT TO THE
AIRCRAFT.
7.2
ACCEPTANCE OF DELIVERY:
DELIVERY OF THE
AIRCRAFT BY THE SELLER, ACCEPTANCE OF THE AIRCRAFT BY PURCHASER AND, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS SHALL
BE CONCLUSIVE PROOF, AS BETWEEN PURCHASER AND SELLER, THAT PURCHASER HAS
EXAMINED AND INVESTIGATED THE AIRCRAFT AND EACH PART THEREOF AND THAT THE
AIRCRAFT ARE IN EVERY WAY SATISFACTORY TO PURCHASER.
NOTWITHSTANDING THE FOREGOING, PRIOR TO AND/OR AFTER DELIVERY, SELLER SHALL (AT
PURCHASER'S SOLE COST AND EXPENSE) COOPERATE WITH PURCHASER AS REASONABLY
NECESSARY (I) TO OBTAIN VALID CERTIFICATES OF AIRWORTHINESS FOR THE AIRCRAFT (IT
BEING UNDERSTOOD THAT SELLER GIVES NO REPRESENTATION, WARRANTY OR ASSURANCE OF
ANY KIND THAT SUCH CERTIFICATES CAN BE OBTAINED), (II) TO ENSURE THE AIRCRAFT
COMPLY WITH SUCH CERTIFICATES, (III) TO OBTAIN, AND BE IN COMPLIANCE WITH,
CURRENT AND VALID REGISTRATION FOR THE AIRCRAFT, AND (IV) TO OBTAIN, AND IF
NECESSARY RECREATE, ALL TECHNICAL RECORDS (IT BEING UNDERSTOOD THAT SELLER GIVES
NO REPRESENTATION, WARRANTY OR ASSURANCE OF ANY KIND THAT SUCH TECHNICAL RECORDS
CAN BE OBTAINED OR RECREATED).
8.
MANUFACTURER'S WARRANTIES
8.1
MANUFACTURER WARRANTIES. EFFECTIVE UPON
DELIVERY AS OF THE CLOSING DATE, SELLER HEREBY ASSIGNS TO PURCHASER ALL SELLER'S
RIGHTS, TITLE, AND INTEREST (TO THE EXTENT THAT SUCH ASSIGNMENT IS PERMITTED BY
THE TERMS HEREOF) IN:
(A)
ALL AGREEMENTS WITH THE AIRCRAFT AND ENGINE
MANUFACTURES OR ANY THIRD PARTY SUPPLIER OR MAINTENANCE PROVIDER RELATING TO THE
APPLICABLE AIRCRAFT AND ENGINE WARRANTIES, IF ANY.
IT IS UNDERSTOOD THAT SELLER GIVES NO REPRESENTATION, WARRANTY OR ASSURANCE OF
ANY KIND THAT ANY OF THE FOREGOING CAN BE ACCOMPLISHED OR THAT ANY SUCH
ASSIGNMENT WILL BE EFFECTIVE.
8.2
FURTHER ASSURANCES WITH RESPECT TO
MANUFACTURER WARRANTIES:
SELLER AGREES ON REQUEST BY PURCHASER TO GIVE NOTICE
OF SUCH ASSIGNMENT TO THE MANUFACTURERS OR ANY THIRD PARTY SUPPLIER OR
MAINTENANCE PROVIDER. SELLER ALSO HEREBY GRANTS TO PURCHASER RIGHTS OF
SUBROGATION RELATING TO ANY CLAIM WHICH SELLER MAY HAVE UNDER SUCH WARRANTIES
CONCERNING THE AIRCRAFT, AND ANY ENGINES OR PARTS. SELLER SHALL EXECUTE AND
DELIVER APPROPRIATE INSTRUMENTS AND TAKE SUCH OTHER ACTION AS PURCHASER
MAY REASONABLY REQUEST AND AS MAY BE REASONABLY NECESSARY TO SECURE SUCH RIGHTS
AND PROTECTION FOR PURCHASER.
8
9.
INDEMNITY AND TAXES
9.1
INDEMNITY:
SELLER AND MARATHON, JOINTLY AND
SEVERALLY, AGREE TO INDEMNIFY PURCHASER AND ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, AND AFFILIATES AGAINST ANY LIABILITY TO A THIRD PARTY WHICH ANY SUCH
PERSON MAY INCUR IN RELATION TO THE AIRCRAFT TO THE EXTENT SUCH LIABILITY ARISES
OUT OF AN EVENT THAT OCCURRED PRIOR TO DELIVERY OF THE AIRCRAFT TO PURCHASER
("THIRD PARTY LIABILITY EVENT"), TO THE EXTENT SELLER OR MARATHON WOULD HAVE
RECOURSE TO DELTA OR THE PRIOR OPERATOR FOR SUCH AMOUNTS AND DOES IN FACT
RECOVER FROM DELTA OR SUCH PRIOR OPERATOR FOR SUCH LIABILITY. FOR THE AVOIDANCE
OF DOUBT, (A) THE INDEMNITY BY SELLER AND MARATHON IS BEING PROVIDED ON A
NON-RECOURSE BASIS, IN THAT IT WILL BE LIMITED TO THE AMOUNT, IF ANY, THAT
SELLER AND MARATHON