Each corporate officer or other representative executing this
Agreement on its behalf is duly authorized to sign this and other documents
relating to this transaction, that such party is duly organized, existing and in
good standing under the laws of the state of its incorporation or other
formation and has full power and authority to execute and deliver this Agreement
and perform the actions contemplated hereby, and that this Agreement does not
conflict with, result in a breach of, constitute a default under or result in
the creation of a lien or encumbrance under, any agreement or instrument to
which it is a party.
(b)
Seller represents that it is the owner of the Aircraft and is
authorized to convey title to the Aircraft, and that execution and delivery of
the Form 8050-2 and the Bill of Sale shall convey to Buyer good and marketable
title to the Aircraft free of any and all liens and encumbrances.
6.2
DISCLAIMER:
THE BURDEN OF DUE DILIGENCE TO DETERMINE THAT THE
AIRCRAFT IS "AIRWORTHY" AND/OR ACCEPTABLE TO BUYER IN ANY OR EVERY REGARD RESTS
SOLELY ON BUYER PRIOR TO DELIVERY OR CLOSING, WHICHEVER COMES FIRST. THERE ARE
NO WARRANTIES OF CONDITION WHATSOEVER SUBSEQUENT TO CLOSING.
AT TIME OF
CLOSING, THE AIRCRAFT IS BEING SOLD HEREUNDER COMPLETELY "AS IS" AND "WITH ALL
FAULTS". SELLER'S EXPRESS WARRANTIES AND REPRESENTATIONS
SET FORTH HEREIN 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 SUCH REPRESENTATIONS OR WARRANTIES
WHATSOEVER, WITH
4
RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, WITHOUT LIMITATION, AS TO THE
VALUE, CONDITION, DESIGN, MERCHANTABILITY, 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 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 DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
WHATSOEVER.
ARTICLE 7.
ASSIGNMENT OF MSP PROGRAM
At or following the Closing, Seller agrees to cooperate with Buyer in assigning
all of its rights in the MSP engine program with Honeywell for the Aircraft to
Buyer, provided that Buyer shall be responsible for any costs involved in such
transfer.
ARTICLE 8.
SALES AND OTHER TAXES
8.1
Taxes.
Neither the Purchase Price nor any other payments to be made
by Buyer under this Agreement includes the amount of any sales, use, retail, or
other taxes, which may be imposed by governmental authorities as a result of the
sale,