OF LIABILITY
8.01 Limitation of Liability.
(a) ANY AND ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE SATELLITE AND
BUYER'S TRANSPONDERS INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR USE, ARE EXPRESSLY EXCLUDED AND
DISCLAIMED EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED FOR IN SECTION 4.02,
SECTION 4.03 AND SECTION 4.05 ABOVE OR IN SECTION 11.03 OR SECTION 11.04 BELOW.
IT IS EXPRESSLY AGREED THAT SELLER'S SOLE OBLIGATIONS AND BUYER'S EXCLUSIVE
REMEDIES FOR ANY CAUSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, AND WITHOUT
Transponder Purchase Agreement
7
CONFIDENTIAL
PREJUDICE TO THE LIMITATIONS OF LIABILITY IN THE OPERATIVE DOCUMENTS AND SERVICE
AGREEMENT, LIABILITY ARISING FROM NEGLIGENCE OR GROSS NEGLIGENCE) ARISING OUT OF
OR RELATING TO THIS PURCHASE AGREEMENT ARE LIMITED TO THOSE SET FORTH IN ARTICLE
8 HEREOF, AND ALL OTHER REMEDIES OF ANY KIND ARE EXPRESSLY EXCLUDED INCLUDING,
WITHOUT LIMITATION, ALL RIGHTS AND REMEDIES UNDER APPLICABLE SECTIONS OF THE
UNIFORM COMMERCIAL CODE.
(b) EXCEPT AS SET FORTH IN SECTION 8.03, BELOW, SELLER SHALL NOT BE LIABLE UNDER
THIS PURCHASE AGREEMENT FOR ANY DIRECT DAMAGES, AND IN NO EVENT SHALL SELLER BE
LIABLE UNDER THIS PURCHASE AGREEMENT FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING BUT NOT LIMITED TO LOST PROFITS), WHETHER FORESEEABLE OR NOT,
OCCASIONED BY ANY DEFECT IN BUYER'S TRANSPONDERS, DELAY IN DELIVERY OF BUYER'S
TRANSPONDERS OR FAILURE OF BUYER'S TRANSPONDERS TO PERFORM OR ANY OTHER CAUSE
WHATSOEVER. SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO ANY PERSON OR
ENTITY OTHER THAN BUYER CONCERNING BUYER'S TRANSPONDERS. BUYER SHALL DEFEND AND
INDEMNIFY SELLER FROM ANY LOSSES RESULTING FROM ANY INCORRECT REPRESENTATION OR
WARRANTY BY BUYER IN THIS PURCHASE AGREEMENT, SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 8.05 BELOW. NOTHING CONTAINED HEREIN SHALL IN ANY WAY AFFECT
THE PROVISIONS OF ARTICLES VI OR VII OF THE PARTICIPATION AGREEMENT. THE
LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL, WITH RESPECT TO OBLIGATIONS AND
LIABILITIES UNDER THIS PURCHASE AGREEMENT, APPLY TO BOEING SATELLITE SYSTEMS
INTERNATIONAL, INC. AND ANY AFFILIATES THEREOF.
8.02 Equitable and Other Relief. Nothing contained in this Section 8 shall limit
Buyer's or Seller's ability to obtain equitable relief, whether mandatory or
prohibitory in nature, in connection with a violation or threatened violation by
Seller or Buyer of its obligations as set forth in this Purchase Agreement, or
to enforce, through an action at law for damages or an action at law or in
equity for any other relief, its rights under the Lease, the Participation
Agreement or any other Operative Document or the Service Agreement but only to
the extent, and subject to the limitations, set forth in any such agreement.
8.03 Specific Damage Exceptions. If Seller shall breach any of the
representations, warranties, covenants or agreements contained in this Purchase
Agreement, Seller shall be liable to Buyer or Owner Participant (as the case may
be) for the amount of any payments Buyer or Owner Participant or any Affiliate
thereof (as the case may be) must make to remove any liens, charges, claims or
other encumbrances of