THE WARRANTY WITH RESPECT TO TITLE SET FORTH IN SECTION 5(a)(ii) HEREOF IS
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE AIRCRAFT OF
SELLER OR ANY OF THE OTHER SELLER INDEMNITEES WHETHER WRITTEN, ORAL OR IMPLIED,
AND BUYER EXPRESSLY ACKNOWLEDGES THAT THE AIRCRAFT IS BEING SOLD ON AN "AS IS,
WHERE IS" BASIS, AND WITHOUT ANY OTHER REPRESENTATION, GUARANTIES, OR WARRANTY
OF SELLER OR ANY OF THE OTHER SELLER INDEMNITEES, EXPRESS OR IMPLIED, OF ANY
KIND, ARISING BY LAW OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING SELLER FOR ITSELF AND ON BEHALF OF THE OTHER SELLER INDEMNITEES
SPECIFICALLY DISCLAIMS, AND EXCLUDES HEREFROM, AND BUYER ACKNOWLEDGES AND AGREES
THAT NEITHER SELLER NOR ANY OTHER SELLER INDEMNITEE SHALL BY VIRTUE OF HAVING
SOLD THE AIRCRAFT, BE DEEMED TO HAVE MADE (i) ANY WARRANTY AS TO THE
AIRWORTHINESS OR CONDITION OF THE AIRCRAFT; (ii) ANY EXPRESS
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OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS,
DESIGN, OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN
THE AIRCRAFT; (iii) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF FREEDOM
FROM ANY RIGHTFUL CLAIM BY WAY OF INFRINGEMENT OR THE LIKE; (iv) ANY IMPLIED
REPRESENTATION OR WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING
OR USAGE OF TRADE; OR (v) ANY OTHER REPRESENTATION OR WARRANTY (EXCEPTING THE
EXPRESS WARRANTY WITH RESPECT TO TITLE AND THE ABSENCE OF LIENS SET FORTH IN
SECTION 5(a)(ii) ABOVE). NEITHER SELLER NOR ANY OTHER SELLER INDEMNITEE SHALL
HAVE ANY RESPONSIBILITY OR LIABILITY TO BUYER OR ANY OTHER PERSON, WHETHER
ARISING IN CONTRACT OR TORT, OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF SELLER
OR SUCH SELLER INDEMNITEE OR OTHERWISE, FOR (i) ANY LIABILITY, LOSS OR DAMAGE
CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE AIRCRAFT, ANY
ENGINE OR ANY PART THEREOF OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT
THEREIN, INCLUDING WITHOUT LIMITATION, ANY FAILURE OF THE AIRCRAFT OR ANY PART
THEREOF TO PROCESS ACCURATELY DATE AND TIME RECORDS, (ii) THE USE, OPERATION,
PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING THERETO, OR (iii) THE
OPERATION, SERVICING, MAINTENANCE, REPAIR, OR IMPROVEMENT OF THE AIRCRAFT.
6. Certain Representations, Warranties and Covenants of Buyer. Buyer represents,
warrants and covenants as follows:
(a) Buyer is a corporation in good standing under the laws of California
and has the corporate power and authority to carry on its business as presently
conducted and to perform its obligations under this Agreement and is a "citizen
of the United States" within the meaning of the applicable provisions of the
Federal Aviation Act.
(b) Neither the execution and delivery of this Agreement nor the consummation of
the transactions contemplated hereby nor compliance by Buyer with any of the
terms and provisions hereof will contravene any law, rule or regulation binding
on Buyer or result in any breach of, or constitute any default under, any
material indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, bank loan or credit agreement,