business as currently conducted, and to execute, deliver and perform the
provisions of this Agreement.
b.
The execution, delivery, and performance by Buyer of this Agreement has been
duly authorized by all necessary action on behalf of Buyer and do not conflict
with or result in any breach of any of the terms or constitute a default under
any document, instrument, or agreement to which Buyer is a party.
c.
This Agreement has been duly executed and delivered by Buyer and constitutes
the legal, valid, and binding obligations of Buyer enforceable against Buyer in
accordance with its terms.
d.
Buyer has not incurred any broker or finder fee for which Seller would be
responsible.
4.3 DISCLAIMER. BUYER ACKNOWLEDGES THAT IT IS THE LESSEE AND SOLE OPERATOR OF
THE AIRCRAFT AND AS SUCH THERE WILL BE NO TECHNICAL CONDITIONS TO CLOSE THIS
TRANSACTION WHATSOEVER. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY "AS
IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, SUBJECT TO THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN ARTICLE 4.1 HEREOF. SELLER'S EXPRESS WARRANTIES AND
REPRESENTATIONS SET FORTH IN ARTICLE 4.1 HEREOF ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER, EXPRESS OR IMPLIED OR
ARISING BY OPERATION OF LAW OR IN EQUITY, AND SELLER HAS NOT MADE, AND BUYER
HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE
UPON, ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER (OTHER THAN THOSE SET FORTH
IN ARTICLE 4.1 HEREOF), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF,
INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES AS TO THE
AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE).
BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST
SELLER, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, ARISING
FROM ANY SUCH REPRESENTATION OR WARRANTY (OTHER THAN THOSE SET FORTH IN ARTICLE
4.1 HEREOF), OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE
AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR
FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
WHATSOEVER.
ARTICLE 5: RESERVED RIGHTS
With the exception of the Commitment Fee as described in Section 2.4, the Lease
shall remain in full force and effect (i) until the Closing and (ii) in the
event this transaction fails to Close.
ARTICLE 6: THIRD PARTY WARRANTIES
To the extent that any warranties from manufacturers, service providers, or
suppliers are still in effect with respect to the Aircraft (to the extent that
such rights are assignable and are not extinguished as a result of this
Agreement), such warranties and all rights thereunder shall without further
action be irrevocably assigned to Buyer effective as of Closing.
ARTICLE 7: TAXES
Buyer shall be responsible for, shall defend, indemnify and hold harmless Seller