efforts upon request of
Bombardier to reduce or mitigate any such expenses, damages, costs or royalties
involved for which Bombardier must indemnify, and (iii) furnish promptly to
Bombardier upon Bombardier's request all data, papers and records in its
possession or control necessary to resist and defend against such claim or
suit.
Bombardier may at its option conduct negotiations with any party claiming
infringement and may intervene in any suit or action.
Whether or not Bombardier
intervenes, Bombardier shall be entitled at any stage of the proceedings at its
sole cost to assume or control the defence of any claim. Buyer shall not agree
to settle any claim or action against it for which Bombardier may be held liable
or responsible hereunder without Bombardier's prior written consent.
17.5
THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND REMEDIES OF BUYER
SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND
IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND OF ITS AFFILIATES AND
ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE OF BUYER AGAINST BOMBARDIER AND
ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO
INTELLECTUAL PROPERTY INFRINGEMENT OF ANY KIND BY THE AIRCRAFT OR ANY INSTALLED
SYSTEM, ACCESSORY, EQUIPMENT OR PART.
ARTICLE 18
-
LIMITATION OF LIABILITY; DISCLAIMER AND RELEASE; INDEMNIFICATION
18.1
IN NO EVENT WILL BOMBARDIER OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR CONTRACTORS HAVE ANY
OBLIGATION OR LIABILITY (AT LAW OR IN EQUITY) WHETHER ARISING IN CONTRACT, UNDER
STATUTE, UNDER WARRANTY (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE) IN TORT (INCLUDING BUT NOT LIMITED TO ACTIVE, PASSIVE
OR IMPUTED NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, VICARIOUS LIABILITY OR STRICT
PRODUCTS LIABILITY) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY
OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, AGGRAVATED OR PUNITIVE
DAMAGES OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THIS AGREEMENT OR ANY
AIRCRAFT, GOODS OR SERVICES DELIVERED OR PROVIDED HEREUNDER.
Purchase Agreement No. PA-C006
Bombardier ______
Buyer______
Republic Airways Holdings Inc.
Page 22 of 41
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18.2
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOMBARDIER AND THE REMEDIES OF
BUYER EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING ANNEX A AND ANNEX B) AND
THE BILL OF SALE EXCLUSIVELY SET FORTH BOMBARDIER'S WARRANTIES, OBLIGATIONS AND
LIABILITIES WITH RESPECT TO ANY NON-CONFORMANCE OF THE AIRCRAFT WITH THE
SPECIFICATION OR ANY DEFECT OR FAILURE IN THE AIRCRAFT, OR PART THEREOF, OR ANY
PRODUCT, PART, DOCUMENT, DATA OR SERVICE DELIVERED OR PROVIDED UNDER THIS
AGREEMENT AND ARE ACCEPTED BY BUYER TO BE ITS EXCLUSIVE REMEDY AND BOMBARDIER
EXPRESSLY DISCLAIMS AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
REMEDIES, WARRANTIES, GUARANTEES, OBLIGATIONS, REPRESENTATIONS AND LIABILITIES,
EXPRESS OR IMPLIED, OF BOMBARDIER AND ITS AFFILIATES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES WITH RESPECT TO EACH
AIRCRAFT OR PART THEREOF, PRODUCT, PART, DOCUMENT, DATA