by the Seller to the Buyer.
8.4
Payment Accounts
8.4.1 All payments to be made under this Agreement by the Buyer to the Seller
shall be made in immediately available funds, so that the Seller receives credit
for the full amount of such payment on the due date, to the account of the
Seller at:
Bank:
[REDACTED]
Account Name:
SWIFT:
ABA / Fedwire:
Ref:
MSN 15055 Sale and Purchase Agreement
8.5
Withholdings
All payments under this Agreement from the Buyer to the Seller shall be made in
full without any deduction or withholding (whether in respect of set-off,
counter-claim, duties, Taxes, charges or otherwise howsoever) unless the Buyer
is prohibited by law from doing so, in which event the Buyer shall:
(a)
ensure that the deduction or withholding does not exceed the minimum amount
legally required;
(b)
forthwith pay to the Seller such additional amount as shall result in the net
amount received by the Seller being equal to the amount which would have been
received by the Seller had such a deduction or withholding not been made;
(c)
pay to the relevant Taxation or other authorities within the period for payment
permitted by Applicable Law the full amount of the deduction or withholding; and
(d)
upon request in writing from the Seller to the Buyer deliver to the Seller any
receipts, certificates or other proof evidencing the amounts (if any) paid or
payable in respect of any deduction or withholding as aforesaid.
9.
DISCLAIMERS
DISCLAIMER AND WAIVER
THE BUYER EXPRESSLY AGREES AND ACKNOWLEDGES THAT SAVE ONLY AS EXPRESSLY PROVIDED
IN THIS AGREEMENT AND THE NOVATION AGREEMENT, NO CONDITION, WARRANTY OR
REPRESENTATION OF ANY KIND IS OR HAS BEEN GIVEN BY OR ON BEHALF OF THE SELLER OR
ANY SELLER INDEMNITEE IN RESPECT OF THE AIRCRAFT OR ANY PART THEREOF. THE BUYER
UNCONDITIONALLY AGREES THAT THE AIRCRAFT AND EACH PART THEREOF IS TO BE SOLD AND
PURCHASED IN AN "AS IS, WHERE IS" CONDITION WITH ALL FAULTS (WHETHER OR NOT
DISCOVERABLE BY INSPECTION), AND ACCORDINGLY THE
BUYER CONFIRMS THAT IT HAS
NOT, IN ENTERING INTO THIS AGREEMENT,
MSN 15055 Sale and Purchase Agreement
RELIED ON ANY CONDITION, WARRANTY OR REPRESENTATION BY THE SELLER OR ANY SELLER
INDEMNITEE OR ANY PERSON ON THEIR BEHALF EXPRESS OR IMPLIED, WHETHER ARISING BY
LAW OR OTHERWISE IN RELATION TO THE AIRCRAFT OR ANY PART THEREOF, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS AS TO THE DESCRIPTION,
AIRWORTHINESS, SUITABILITY, QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY,
FITNESS FOR ANY PURPOSE, VALUE, STATE, CONDITION, APPEARANCE, SAFETY,
DURABILITY, DESIGN OR OPERATION OF ANY KIND OR NATURE OF THE AIRCRAFT OR ANY
PART THEREOF, AND THE BENEFIT OF ANY SUCH CONDITION, WARRANTY OR REPRESENTATION
BY THE SELLER AND ANY SELLER INDEMNITEE IS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVED BY THE BUYER TO THE EXTENT PERMISSIBLE UNDER APPLICABLE
LAW. THE BUYER HEREBY ALSO IRREVOCABLY WAIVES ANY RIGHTS WHICH IT MAY HAVE IN
TORT IN RESPECT OF ANY OF THE MATTERS REFERRED TO ABOVE AND IRREVOCABLY AGREES
THAT NEITHER THE SELLER NOR ANY