Aircraft Purchase And Sale Agreement: Definition & Sample

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What is an Aircraft Purchase And Sale Agreement?

An aircraft purchase and sale agreement is a contract the obligates a seller to sell an aircraft and a buyer to buy it, and sets forth the terms and conditions. Within the agreement, the agreed-upon purchase price and purchase date are included. It also denotes any applicable charges or fees that will apply. This ensures that both the buyer and seller fully understand the terms of the agreement before sealing the deal.

Lawyers craft an aircraft purchase and sale agreement to make the transaction legally solid. If any legal issues arise during or after the sale, the document can be used to provide vital agreement details needed to support the parties in court.

Common Sections in Aircraft Purchase And Sale Agreements

Below is a list of common sections included in Aircraft Purchase And Sale Agreements. These sections are linked to the below sample agreement for you to explore.

Aircraft Purchase And Sale Agreement Sample

This AIRCRAFT SALE AND PURCHASE AGREEMENT (this “ Agreemen t”) is made and entered into as of the 30th day of April, 2013, by and between Bombardier Aerospace Corporation, a Delaware corporation, (“Seller”) having a principal address of 3400 Waterview Parkway, Suite 400, Richardson TX 75080 and World Wrestling Entertainment, Inc., a Delaware corporation (“ Purchaser ”), having a principal address of 1241 East Main Street, Stamford, CT 06902.

WHEREAS , Seller desires to sell the Aircraft to Purchaser and Purchaser desires to purchase the Aircraft from Seller pursuant to the terms and conditions contained in this Agreement.

NOW, THEREFORE , in consideration of these premises and the mutual covenants and agreements herein contained and other good and valuable consideration, the parties hereto agree as follows:

“Aircraft” means that certain 2006 Bombardier, Inc. aircraft, model BD-700-1A11 (Global 5000 variant) bearing manufacturer’s serial number 9192 and registration N700LK and its two (2) installed Rolls Royce BR710A2-20 engines, bearing manufacturer’s serial numbers 12857 (left) and 12858 (right), respectively, to be described on the International Registry with manufacturer designation: Bombardier, model designation: Global 5000 and engine manufacturer designation: Rolls Royce, model designation: BR710A2-20; and one (1) installed AlliedSignal RE-220GX auxiliary power unit, bearing manufacturer’s serial number P284 and all equipment, components, instruments, avionics, systems, appurtenances, appliances, parts, accessions, furnishings, loose equipment, engine covers, tool kits, spares, and other equipment of whatever nature incorporated in, attached to, or associated with any of the foregoing in Seller’s possession or control, including, without limitation, the loose equipment described on Exhibit G attached hereto, and all Aircraft Documents.

“Aircraft Documents” means a current and valid U.S. Airworthiness Certificate (without exceptions) and all records, manuals and reports as set forth in the attached Loose Equipment List (Exhibit G), and any and all other records related to the Aircraft that are in Seller's possession or control.

“Aircraft Registration Application” means an FAA Aeronautical Center Form 8050-1 Aircraft Registration Application.

“Aircraft Technical Acceptance/Rejection Letter” means an Aircraft Technical Acceptance/Rejection Letter in the form of Exhibit C attached hereto.

“Business Day” means any day of the year in which (i) banks in the States of Connecticut, Texas and/or New York are open, and (ii) the FAA is open for filing title documents.

“Cape Town Convention” means, collectively, the official English language texts of the Convention on International Interests in Mobile Equipment (the “Convention”) and its Protocol on Matters Specific to Aircraft

Equipment (the “Protocol”), both signed in Cape Town, South Africa on November 16, 2001, together with any protocols, regulations, rules, orders, agreements, instruments, amendments, supplements, or revisions that have or will be subsequently made in connection with the Convention or the Protocol by the “Supervisory Authority” (as defined in the Consolidated Text), the International Registry or “Registrar” (as defined in the Consolidated Text) or any other international or national, body or authority, all as in effect in the United States or other relevant Contracting State (as used in the Consolidated Text). All references to articles or sections of the Cape Town Convention shall mean the article or Section of the Consolidated Text. Except to the extent otherwise defined in this Agreement, terms used in this Agreement that are defined in the Cape Town Convention shall, when used in relation to the Cape Town Convention, have the meanings ascribed to them in the Cape Town Convention.

“Closing” means the consummation of the purchase and sale transaction contemplated by this Agreement.

“Closing Date” means the date the Purchase Price is paid to Seller and thereafter title to the Aircraft is transferred from Seller to Purchaser.

“Consolidated Text” means the combination of the Convention and the Protocol (each as defined in the definition of Cape Town Convention) that was authorized and created pursuant to Resolution No. 1 adopted by the Cape Town Diplomatic Conference and any reference to a provision of the Consolidated Text is a reference to the provision of the Convention or the Protocol from which it is derived.

“Delivery Condition” means the required condition of the Aircraft at the Closing as set forth in Exhibit B attached hereto.

“Delivery Location” means Wichita, Kansas or such other location within the continental United States mutually acceptable to Seller and Purchaser.

“Delivery Receipt” means the Aircraft Delivery and Acceptance Receipt in the form of Exhibit D attached hereto.

“ Deposit” means a refundable purchase money deposit in the amount of Five Hundred Thousand Dollars ($500,000.00). However, the Deposit shall become non-refundable upon Purchaser’s acceptance of the Aircraft as evidenced by Purchaser’s execution of Exhibit C – Aircraft Technical Acceptance/Rejection Letter.

“Discrepancies” means airworthiness discrepancies or other discrepancies that cause the Aircraft to be out of compliance with the Delivery Condition as determined by the Inspection Facility, as per Exhibit B.

“Dollar, dollar, US$, $” means the lawful currency of the United States of America from time to time.

“Escrow Agent” means Insured Aircraft Title Service, Inc., Attention: Kirk Woford, 4848 S.W. 36 th Street, Oklahoma City, OK, 73179, Tel: (405) 681-6663, Fax: (405) 682-0810.

“Escrow and Title Search Fee” means an amount not to exceed the sum of Seven Thousand Five Hundred Dollars ($7,500.00).

“FAA Civil Aviation Registry” means the FAA Civil Aviation Registry, Aircraft Registration Branch, Mike Monroney Aeronautical Center, 6500 South MacArthur Boulevard, Oklahoma City, Oklahoma 73169.

“FAR” means the Aeronautics Regulations of Title 14, Parts 1 to 399 of the United States Code of Federal Regulations, as amended.

“Inspection” means the pre-purchase inspection conducted by the Inspection Facility to verify the Aircraft is in Delivery Condition as per Exhibit B which shall include a Records Review and Test Flight time is required to ensure the Aircraft complies fully with the Delivery Condition, which Inspection shall be conducted at Purchaser’s sole cost and expense except as otherwise provided herein.

“Inspection Facility” means Jet Aviation, located at 6400 Curtiss Steinberg Dr., Cahokia, Illinois 62206, or such other inspection facility as may be designated by Purchaser and reasonably acceptable to Seller.

“International Registry” means the International Registry of Mobile Assets established pursuant to the Cape Town Convention.

“Lien” means any lien, mortgage, security interest, lease or other demand, claim, charge, international interest, prospective international interest, encumbrance or right of others, including, without limitation, rights of others under any engine or parts interchange, loan, lease, or pooling agreement, and any air navigation, EuroControl or other similar over-flight charges, and any foreign or domestic taxes, imposts or assessments.

“Material Corrosion” means corrosion to the Aircraft (i) beyond manufacturer’s tolerances, or (ii) the repair of which constitutes Material Damage.

“Material Damage" means any damage to the Aircraft or any part thereof that required or requires (i) the issuance of an FAA Form 337; (ii) any deviation from the approved manufacturer’s aircraft build specifications or standard production configuration, or (iii) an alteration or repair, which would constitute a “major repair” as such term is defined in 14 C.F.R., Part 43, Appendix A and/or recorded in a manner prescribed by 14 C.F.R., Part 43, Appendix B, or otherwise in the log books or records of the Aircraft or in an insurance claim or otherwise.

“Professional User” and “Professional User Entity” have the meanings ascribed to the terms in Section 2.1.6 of the Registry Regulations.

“Purchase Price” means the amount of Twenty Seven Million Five Hundred Thousand Dollars ($27,500,000.00).

“Registry Regulations” means the Regulations for the International Registry, which may be obtained online through the International Registry’s website at https://www.internationalregistry.aero.

“Transacting User” and “Transacting User Entity” have the meanings ascribed to the terms in Section 2.1.11 of the Registry Regulations.

“Warranties Assignments” means collectively the Bombardier Aerospace Corporation Assignment of Warranties in the form of Exhibit E attached hereto with respect to the manufacturer’s warranties and any other applicable warranties, if any, in effect for the Aircraft.

Agreement . For and in consideration of the Purchase Price, and subject to and contingent upon Seller acquiring clear and marketable title to the Aircraft, on the Closing Date, Seller shall sell or cause to be sold, and deliver the Aircraft to Purchaser in the Delivery Condition on and subject to the terms and conditions set forth herein, and Purchaser shall purchase (and pay the Purchase Price for) and accept delivery of the Aircraft from Seller, on and subject to the terms and conditions set forth herein.

Deposit . Purchaser made the payment of the Deposit to Escrow Agent by wire transfer in immediately available funds on March 28, 2013. The Deposit shall be held by Escrow Agent and shall be applied towards the Purchase Price at the Closing or otherwise disbursed in accordance with the provisions of this Agreement. The Deposit is refundable to Purchaser, except as specifically provided in this Agreement. Upon execution and delivery of this Agreement by Purchaser and Seller, Seller shall cease all efforts to market or sell the Aircraft to a party other than Purchaser.

Aircraft Condition . The Aircraft shall be delivered to Purchaser on the Closing Date in the Delivery Condition.

Inspection Authority . The Aircraft and the Aircraft Documents shall be ferried and delivered by Seller, at its sole cost and expense to the Inspection Facility and shall be subjected to the Inspection, the scope of which is more particularly set forth on Exhibit H attached hereto, for the purpose of enabling Purchaser to determine that the Aircraft is in the Delivery Condition as required by Section 3.1, including without limitation, a technical assessment, performance runs and boroscoping of the engines, boroscoping of the APU, for which Seller shall request written permission from Garrett/AlliedSignal/Honeywell, if required under any applicable service contract, and a hard landing inspection. Purchaser shall pay all costs and expenses of the Inspection and any tests or investigations carried out by or at the request of Purchaser, provided, however, that Purchaser’s responsibility for costs associated with any acceptance or evaluation flight(s) shall be limited to the fuel consumed during such flight(s), navigation fee, landing fees, handling fees and the fees and expenses for the flight crew provided either by the Inspection Facility or another mutually agreed flight crew which shall include Seller’s pilot as pilot-in-command. In this respect, Purchaser shall open a work order with the Inspection Facility for its account and pre-pay the quoted cost of the Inspection by the Inspection Facility. All acceptance or evaluation flights shall be flown by either the Inspection Facility’s designated or approved pilots or another mutually agreed flight crew which shall include Seller’s pilot as pilot-in-command. Seller shall have and retain “operational control” of the Aircraft (meaning, with respect to a flight, the exercise of authority over initiating, conducting or terminating a flight) and exclusive possession, command and control over the Aircraft during all such acceptance or evaluation flights. The pilot-in-command shall have final and complete authority to postpone or cancel any flight for any reason or condition which, in his or her judgment, will compromise the safety of the flight. The parties further acknowledge and agree that only personnel essential to the safe and reasonable conduct of the acceptance or evaluation flights shall be on board the Aircraft, including three (3) technical representatives of Purchaser and Seller’s technical representative (with one pilot occupying the jump seat or the right seat if such pilot is specifically approved (i) by the insurance carrier providing Seller’s insurance for the Aircraft, and (ii) by the Inspection Facility). In addition, Purchaser shall be entitled to have one of its technicians onsite at the Inspection Facility to observe the Inspection.

Inspection Location and Commencement . At Purchaser’s sole cost and expense, the Inspection shall be performed by the Inspection Facility, and shall be scheduled to commence on or about April 22, 2013.

Aircraft Rejection/Post Inspection. Within two (2) business days after the completion of the Inspection and the delivery of the final, written Inspection report to both parties, pursuant to the terms of this Agreement, but prior to rectification of any Discrepancies found during the Inspection and prior to starting the performance of all scheduled inspections and maintenance due within six (6) months or 150 flight hours from the Closing, Purchaser will (i) accept the Aircraft, (ii) accept the Aircraft, subject to the correction and repair of the Discrepancies, or (iii) reject the Aircraft, by delivering to Seller, with a copy to Escrow Agent, a completed, executed Aircraft Technical Acceptance/Rejection Letter with the applicable line marked to show Purchaser’s acceptance or rejection. Purchaser may, in its sole discretion, reject the Aircraft if the Aircraft is not satisfactory to Purchaser. In the event Purchaser rejects the Aircraft pursuant to Section 3.4, upon confirmation that Purchaser has paid all cost and expenses of the Inspection incurred prior to the rejection, the Deposit shall, subject to Section 4.5, immediately be refunded to Purchaser, and this Agreement shall terminate and be of no further force or effect and neither party shall have any further liability or obligation hereunder.

Failure to Deliver Technical Acceptance/Rejection Letter . If Purchaser does not deliver a completed Aircraft Technical Acceptance/Rejection Letter to Seller on or before the two (2) business days after completion of the Inspection and receipt of the final, written Inspection report, Purchaser shall be deemed to have rejected the Aircraft and upon confirmation that Purchaser has paid all cost and expenses of the Inspection incurred prior to the deemed rejection, the Deposit shall be immediately refunded to Purchaser, and this Agreement shall terminate and be of no further force or effect and neither party shall have any further liability or obligation hereunder.

Correction of Discrepancies . If Purchaser has accepted the Aircraft pursuant to the Aircraft Technical/Acceptance Letter, Seller shall, at Seller’s cost and expense, cause all airworthiness Discrepancies, any Discrepancy outside of limits per manufacturer’s specifications, and any Discrepancy that causes the Aircraft to not be in compliance with the Delivery Condition to be corrected as determined by the Inspection Facility. Following Seller’s correction of all such Discrepancies, one (1) or more additional acceptance or evaluation flights (not to exceed two (2) hours duration, in the aggregate) maybe performed if required by the Inspection Facility to verify correction of any such Discrepancies or return the Aircraft to unrestricted service. Purchaser’s responsibility for costs associated with any such additional acceptance or evaluation flight(s) shall be limited to the fuel consumed during such flight(s), navigation fee, landing fee, handling fee and the fees and expenses for the flight crew provided by the Inspection Facility or another mutually agreed flight crew which shall include Seller’s pilot as pilot-in-command. Such additional evaluation or acceptance flights shall be conducted in accordance with Section 3.2.

Prior to the Closing, Escrow Agent shall prepare and deliver to Purchaser and Seller title reports for the Aircraft and each of the Aircraft’s engines, which reports shall include relevant information from the FAA Civil Aviation Registry and the International Registry.

Prior to the Closing, Seller shall, at its sole cost and expense, ferry and position the Aircraft at the Delivery Location.

an undated, but otherwise fully executed, FAA Bill of Sale and an undated, but otherwise fully executed, Warranty Bill of Sale, in each case from the Seller in favor of Purchaser;

releases of all Liens, if any, affecting title to the Aircraft or the engines, other than Liens created by or through Purchaser or by persons claiming by or through Purchaser.

Conditions Precedent to Seller’s Obligations . Seller’s obligation to sell and deliver the Aircraft to Purchaser on the Closing Date shall be subject to the following conditions precedent:

At the time of the Closing, Purchaser shall not be in breach or default of any of Purchaser’s obligations arising under this Agreement.

At the time of the Closing, all of Purchaser’s representations set forth in Section 5.2 shall be true and accurate in all material respects.

Prior to the Closing and prior to ferrying the Aircraft from the Inspection Facility to the Delivery Location, Purchaser shall have delivered to Escrow Agent an undated, but otherwise fully executed, Aircraft Registration Application for the Aircraft, and the Balance of the Purchase Price.

Conditions Precedent to Purchaser’s Obligations . Purchaser’s obligation to purchase and accept delivery of the Aircraft from Seller on the Closing Date shall be subject to the following conditions precedent:

At the time of the Closing, Seller shall not be in breach or default of any of Seller’s obligations arising under this Agreement.

At the time of the Closing, all of Seller’s representations set forth in Section 5.1 shall be true and accurate in all material respects.

Prior to the Closing, Seller shall have delivered or cause to be delivered to Escrow Agent an undated, but otherwise fully executed, FAA Bill of Sale, an undated, but otherwise fully executed, Warranty Bill of Sale, an undated, but otherwise fully executed Warranties Assignment and releases of all Liens, if any, affecting title to the Aircraft or the engines, other than Liens created by or through Purchaser or by persons claiming by or through Purchaser.

Prior to the Closing, Seller shall have become an approved Transacting User and shall act as its own Professional User Entity for purposes of discharging any international interests Seller may have in the Aircraft, consenting to Purchaser’s registration of a contract of sale with respect to the Aircraft following transfer of title of the Aircraft from Seller to Purchaser and Seller’s receipt of the Purchase Price, and any other related actions, and complied with all other obligations of Seller under Section 4.5.1 and 4.5.2 of this Agreement.

Prior to the Closing, Seller, at its sole cost and expense, shall have positioned the Aircraft at the Delivery Location.

Prior to the Closing, Seller, at its sole cost and expense, shall have corrected or repaired all airworthiness Discrepancies, any Discrepancy outside of limits per manufacturer’s specifications, and any Discrepancy that causes the Aircraft to not be in compliance with the Delivery Condition as determined by the Inspection Facility.

At the time of the Closing, all applicable airframe and engine maintenance contracts shall be paid up to the Closing Date and transferable, if allowed by the service provider, to Purchaser, as set forth in Schedule 1 attached to Exhibit B – Delivery Conditions.

Closing . Unless the Purchaser has rejected the Aircraft pursuant to Section 3.4, the Closing shall occur within five (5) Business Days after the Inspection Facility confirms that the Aircraft is in the required Delivery Condition, the Inspection Facility’s issuance of a return to service order for the Aircraft, and there are no Discrepancies on the Aircraft. At the time of the Closing, the parties shall perform the following closing deliveries, all of which collectively shall constitute the Closing:

Seller shall position the Aircraft at the Delivery Location. The flight from the Inspection Facility to the Delivery Location shall be at Seller’s cost.

Subject to the Aircraft being in the required Delivery Condition Purchaser shall accept delivery of the Aircraft from Seller at the Delivery Location by delivering to Seller a fully executed Delivery

Receipt. Actual possession of the Aircraft shall not transfer to Purchaser until completion of the conditions set forth in Section 4.4.3 below.

Upon confirmation of the receipt of the Purchase Price by Escrow Agent, Seller, and the holder(s) of any Lien(s), if applicable, shall have filed any Lien releases in the FAA Civil Aviation Registry and shall instruct Escrow Agent to date and file the FAA Bill of Sale, to discharge any registration with the International Registry by Seller and/or any such Lien holder of any international interest in the Aircraft, to consent on behalf of Seller to Purchaser's registration with the International Registry of a contract of sale of the Aircraft in favor of Purchaser, and to deliver to Purchaser the Warranty Bill of Sale and the Warranties Assignments; and

Purchaser shall simultaneously with the execution of the actions and items set forth in Subsection 4.4.3.1 instruct Escrow Agent to date and file the Aircraft Registration Application in the FAA Civil Aviation Registry, to register a contract of sale of the Aircraft in favor of Purchaser, and to release and wire the Purchase Price as instructed by Seller less Seller’s sum of one-half of the Escrow and Title Search Fee which shall be retained by Escrow Agent.

Each of the events described in this Section 4.4 shall take place sequentially and shall be contingent upon the occurrence of each of the other such events.

Purchaser will not register, consent to, or allow any third party to register any international interest or prospective international interest under the Cape Town Convention with respect to the airframe or the engines on the Aircraft until such time as title to the Aircraft has been transferred from Seller to Purchaser.

Seller represents that it is an entity properly registered under the Cape Town Convention registry. Seller will, at Closing, provide its consent to the registration of an international interest evidencing the transfer of title to the Aircraft to Purchaser, provided all amounts due to Seller under the Agreement have been paid in full.

In the event of termination of this Agreement for any reason whatsoever, any reimbursement to be made to Purchaser shall be conditional upon Purchaser discharging or causing the discharge of any registration created by or through Purchaser or by persons claiming by or through Purchaser. Upon request, Purchaser shall provide Seller with sufficient evidence to satisfy Seller that any such registrations have been discharged. Notwithstanding the foregoing, if Seller commences court proceedings to obtain the discharge of any such registrations created in contravention of this Section 4.5, Seller shall be entitled to recover against Purchaser any and all costs, fees and expenses (including attorney’s fees) incurred by Seller to obtain such discharge and Purchaser shall also be liable for any and all damages suffered by Seller as a result of Purchaser’s breach of its obligations under this Section 4.5. Seller shall be entitled to set-off such costs, fees, expenses and damages against any reimbursement to be made to Purchaser under this Agreement.

Seller’s Representations and Warranties . Seller hereby represents and warrants to Purchaser that, as of the date of execution of this Agreement and as of the Closing Date:

Seller is a corporation, duly formed, validly existing, and in good standing under the laws of Delaware, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement.

The execution, delivery, and performance by Seller of this Agreement, and the sale of the Aircraft, have been duly authorized by all necessary actions on behalf of Seller 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 Seller is a party.

This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms.

Seller has, or on the Closing Date will have, the exclusive right, title and interest to own the Aircraft and, at the time of the Closing, Seller shall cause title in and to the Aircraft to pass and to be conveyed to Purchaser free and clear of any and all Liens whatsoever (except for Liens created by or through Purchaser or by persons claiming by or through Purchaser) and Seller will warrant and defend such title forever against all claims and demands whatsoever (except for Liens created by or through Purchaser or by persons claiming by or through Purchaser).

Seller has not entered into any agreement (other than this Agreement) pursuant to which Seller is or may be contractually and/or legally obligated to sell, lease, assign or otherwise transfer the Aircraft or any interest in the Aircraft to any party other than Purchaser.

Purchaser’s Representations and Warranties . Purchaser hereby represents and warrants to Seller that, as of the date of execution of this Agreement and as of the Closing Date:

Purchaser is a Delaware corporation, duly formed, validly existing, and in good standing under the laws of the State of Delaware, having the capacity to sue and be sued in its own name, having full power, legal right and authority to carry on its business as currently conducted, and to execute, deliver and perform the provisions of this Agreement.

The execution, delivery, and performance by Purchaser of this Agreement, and the acquisition of the Aircraft, have been duly authorized by all necessary action on behalf of Purchaser 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 Purchaser is a party.

This Agreement constitutes the legal, valid and binding obligations of Purchaser and is enforceable against Purchaser in accordance with its terms.

THE WARRANTY, OBLIGATIONS AND LIABILITIES OF SELLER AND THE RIGHTS AND REMEDIES OF PURCHASER SET FORTH IN THIS AGREEMENT AND IN THE WARRANTY BILL OF SALE ARE EXCLUSIVE AND ARE IN LIEU OF, AND PURCHASER HEREBY WAIVES AND RELEASES, ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW, IN CONTRACT, CIVIL LIABILITY OR IN TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF ANY IMPLIED CONDITION, AND B) ANY OTHER

OBLIGATION OR LIABILITY ON THE PART OF SELLER TO ANYONE OF ANY NATURE WHATSOEVER BY REASON OF THE DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE AIRCRAFT OR RELATED PRODUCTS AND SERVICES DELIVERED OR RENDERED HEREUNDER. TO THE EXTENT APPLICABLE LAWS DO NOT ALLOW THE LIMITATIONS SET OUT IN SECTION 6.1, SUCH LIMITATIONS SHALL NOT BE APPLIED OR INVOKED.

SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES OR, WITHOUT LIMITING THE FOREGOING, FOR ANY LOST PROFITS OR ANY OTHER LOSSES OR DAMAGES FOR OR ARISING OUT OF ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, ANY EQUIPMENT, ANY ACCESSORY OR ANY SPARE PART FOR ANY REASON.

SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED WARRANTIES AND THE LIMITATION OF LIABILITY CLAUSES CONTAINED IN THIS ARTICLE 6 HAVE BEEN EXPRESSLY AGREED TO FOR THE BENEFIT OF BOTH BOMBARDIER AEROSPACE CORPORATION (THE SELLER) AND BOMBARDIER INC. (THE MANUFACTURER OF THE AIRCRAFT) TO HAVE EFFECT AS IF BOMBARDIER INC. WAS A PARTY TO THIS AGREEMENT FOR SUCH PURPOSES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT, WAIVE OR OTHERWISE MODIFY OR AFFECT ANY REMAINING MANUFACTURER WARRANTIES ON THE AIRCRAFT.

Purchaser shall pay to and indemnify Seller for, and hold Seller harmless from and against, all franchise, gross receipts, sales, use, excise, personal property, ad valorem, value added, stamp, landing, airport use or other taxes, levies, imposts, duties, charges, fees, asset tax or withholdings of any nature, together with any penalties, fines or interest thereon (collectively "Taxes") as a result of or in connection with the Agreement and imposed against the Seller, the Purchaser or the Aircraft, or any part thereof, by any federal or foreign government, any state, municipal or local subdivision, any agency or instrumentality thereof or other taxing authority, or upon the ownership, delivery, possession, or transfer thereof, or upon or with respect to the Agreement. If a claim is made against Seller for any Taxes that is subject to indemnification by Purchaser, Seller shall notify Purchaser promptly of such claim in writing.

Purchaser shall not be responsible for; (i) any taxes on, or measured by, the net income of Seller or amounts in lieu of such taxes imposed by a governmental authority in any jurisdiction; or (ii) any Taxes, or any penalties, fines or interest thereon, imposed solely as a result of the willful misconduct or gross negligence of Seller; or (iii) any Taxes which relate to events occurring prior to the Delivery Time. Seller shall indemnify and hold Purchaser harmless from any such Taxes, penalties, fines or interest imposed on Purchaser solely as a result of (i) (ii) or (iii) above. If a claim is made against Purchaser for any Taxes that is subject to indemnification by Seller, Purchaser shall notify Seller promptly of such claim in writing.

Third-Party Warranties . To the extent that any warranties from manufacturers and service providers or suppliers with respect to the Aircraft are in effect and are assignable, all rights under such warranties are hereby assigned and transferred to Purchaser effective at the time of the Closing.

Seller shall reasonably assist Purchaser in maintaining continuity of and transferring any such warranties, and shall take all reasonable steps to assist Purchaser in asserting and processing warranty claims after the Closing, which assistance may include executing documents or agreements that are reasonably necessary to vest all rights under such warranties in Purchaser, provided Purchaser shall pay any and all costs and expenses incurred by Seller with respect to the foregoing. Without limiting the generality of the foregoing, effective upon the Closing, Seller hereby assigns to Purchaser: