Common use of Limitations and Disclaimers Clause in Contracts

Limitations and Disclaimers. EACH AIRCRAFT AND THE FINAL SPARES PACKAGE ARE SOLD AND DELIVERED TO BUYER “AS IS” AND “WHERE IS”, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, BUYER UNCONDITIONALLY AGREES THAT EACH AIRCRAFT AND THE FINAL SPARES PACAKGE ARE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS” AS AT THE APPLICABLE CLOSING DATE, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY AIRCRAFT OR THE FINAL SPARES PACKAGE, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF THE RECORDS RELATING TO SUCH AIRCRAFT OR THE FINAL SPARES PACKAGE, AND/OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS. ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY ONE OR MORE OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.

Limitations and Disclaimers. EACH AIRCRAFT AND THE FINAL SPARES PACKAGE ARE SOLD AND DELIVERED TO BUYER “AS IS” AND “WHERE IS”, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, BUYER UNCONDITIONALLY AGREES THAT EACH AIRCRAFT AND THE FINAL SPARES PACAKGE ARE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS” AS AT THE APPLICABLE CLOSING DATE, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY AIRCRAFT OR THE FINAL SPARES PACKAGE, AS TO THE ABSENCE OF LATENT, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF THE RECORDS RELATING TO SUCH AIRCRAFT OR THE FINAL SPARES PACKAGE, AND/OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS. ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY ONE OR MORE OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDED.. ARTICLE 6:

Limitations and Disclaimers. EACH AIRCRAFT THE LIMITED WARRANTIES ARE THE ONLY WARRANTIES MADE BY XXXXX TAPE. XXXXX TAPE’S OBLIGATIONS PURSUANT TO THE LIMITED WARRANTIES ARE LIMITED TO THE REPAIR OR REPLACEMENT OF THE RETURNED PRODUCT DETERMINED BY XXXXX TAPE TO BE DEFECTIVE. THERE ARE NO WARRANTIES OR REPRESENTATIONS BEYOND THESE EXPRESSED IN THIS DOCUMENT. THE FOREGOING LIMITED WARRANTIES, AND THE FINAL SPARES PACKAGE REMEDIES PROVIDED IN THIS DOCUMENT, ARE SOLD AND DELIVERED TO BUYER “AS IS” AND “WHERE IS”, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF EXCLUSIVE AND IN THE BILLS LIEU OF SALEALL OTHER WARRANTIES, WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY XXXXX TAPE. THESE LIMITED WARRANTIES CANNOT BE AMENDED BY ANY KINDMANUFACTURER, ARISING BY LAW DEALER, SALES PERSON OR OTHERWISEAGENT. WITHOUT LIMITING THE GENERALITY OF THE ABOVEXXXXX TAPE SHALL NOT BE LIABLE FOR INCIDENTAL, BUYER UNCONDITIONALLY AGREES THAT EACH AIRCRAFT AND THE FINAL SPARES PACAKGE ARE SOLD AND PURCHASED IN AN “AS ISCONSEQUENTIAL, WHERE IS” CONDITION AND “WITH ALL FAULTS” AS AT THE APPLICABLE CLOSING DATEINDIRECT, ANDSPECIAL, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT PUNITIVE DAMAGES OF ANY KIND OR ANY OTHER FINANCIAL LOSS (INCLUDING WITHOUT LIMITATION LOST PROFITS AND EXPENSES INCURRED) ARISING OUT OF OR IN CONNECTION WITH THE SALE OR USE OF THE PRODUCTS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, EQUITY, OR ANY OTHER THEORY, EVEN IF XXXXX TAPE HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT ADVISED OF THE VALUEPOSSIBILITY OF SUCH DAMAGES. ANY ACTION TO ENFORCE THESE EXPRESS OR IMPLIED WARRANTIES SHALL NOT BE COMMENCED MORE THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD DESIGNATED ABOVE. SOME STATES DO NOT ALLOW A REDUCTION IN THE STATUTE OF LIMITATIONS, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE OR PURPOSE OF ANY AIRCRAFT SO THIS REDUCTION MAY NOT APPLY TO BUYER OR THE FINAL SPARES PACKAGEULTIMATE PURCHASER. THESE LIMITED WARRANTIES GIVE BUYER OR THE ULTIMATE PURCHASER SPECIFIC LEGAL RIGHTS AND BUYER OR THE ULTIMATE PURCHASER MAY ALSO HAVE OTHER RIGHTS THAT VARY DEPENDING ON LOCAL LAW. SOME STATES LIMIT OR PROHIBIT LIMITATIONS OF WARRANTIES, AS SO THE ABOVE MAY NOT APPLY TO BUYER OR THE ULTIMATE PURCHASER. TO THE ABSENCE EXTENT BUYER’S OR THE ULTIMATE PURCHASER’S STATE DOES NOT ALLOW THE DISCLAIMER OF LATENTIMPLIED WARRANTIES, INHERENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS ANY AND ALL SUCH IMPLIED WARRANTIES ARE HEREBY LIMITED IN DURATION TO THE COMPLETENESS OR CONDITION TERM OF THESE LIMITED WARRANTIES AND ARE LIMITED IN SCOPE OF COVERAGE TO THOSE PORTIONS OF THE RECORDS RELATING TO SUCH AIRCRAFT OR THE FINAL SPARES PACKAGE, AND/OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, OR OTHER PROPRIETARY RIGHTS. ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY ONE OR MORE OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDEDPRODUCTS COVERED BY THESE LIMITED WARRANTIES.

Limitations and Disclaimers. (1) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPLICIT INTENT AND UNDERSTANDING OF EACH AIRCRAFT PARTY HERETO THAT NO CONTRIBUTING PARTNER IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY PORTION OF THE CONTRIBUTED ASSETS BEYOND THOSE REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN BY IT IN THIS AGREEMENT WITH RESPECT TO SUCH CONTRIBUTED ASSETS, AND IT IS UNDERSTOOD THAT, WITHOUT LIMITING SUCH EXPRESS REPRESENTATIONS AND WARRANTIES, THE FINAL SPARES PACKAGE ARE SOLD AND DELIVERED TO BUYER “PARTNERSHIP TAKES THE CONTRIBUTED ASSETS "AS IS” " AND “"WHERE IS”, AND, EXCEPT FOR THE REPRESENTATIONS " AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, WITHOUT ANY REPRESENTATION, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE"WITH ALL FAULTS". WITHOUT LIMITING THE GENERALITY OF THE ABOVEIMMEDIATELY PRECEDING SENTENCE OR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY GIVEN BY A CONTRIBUTING PARTNER IN THIS AGREEMENT, BUYER UNCONDITIONALLY AGREES THAT EACH AIRCRAFT CONTRIBUTING PARTNER HEREBY (I) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (A) THE FINAL SPARES PACAKGE ARE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS” AS AT THE APPLICABLE CLOSING DATE, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, NO TERM, CONDITION, WARRANTY, REPRESENTATION USEFULNESS OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT ADEQUACY OF THE VALUECONTRIBUTED ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY OR FITNESS FOR USE A PARTICULAR PURPOSE, OR PURPOSE OF ANY AIRCRAFT CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, OR THE FINAL SPARES PACKAGE, AS TO THE ABSENCE OF LATENT, INHERENT PRESENCE OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AS TO THE COMPLETENESS OR CONDITION OF THE RECORDS RELATING TO SUCH AIRCRAFT OR THE FINAL SPARES PACKAGE, AND/OR AS TO THE ABSENCE OF ANY HAZARDOUS SUBSTANCES IN OR ON, OR DISPOSED OF OR DISCHARGED OR RELEASED FROM, THE CONTRIBUTED ASSETS), (B) ANY INFRINGEMENT BY A CONTRIBUTING PARTNER OR ANY OF ITS AFFILIATES OF ANY PATENTINTELLECTUAL PROPERTY, COPYRIGHTTHIRD PARTY TECHNOLOGY OR PROPRIETARY RIGHT OF ANY THIRD PARTY OR (C) THE ACCURACY, DESIGNSPECIFICATIONS, QUALITY, FITNESS, MERCHANTABILITY, REPRODUCIBILITY OR OTHER PROPRIETARY RIGHTSCORRECTNESS OF DATA, PRODUCTS OR RESULTS OF ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR THIRD PARTY TECHNOLOGY; AND (II) NEGATES ANY RIGHTS OF THE PARTNERSHIP UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE PARTNERSHIP FOR DAMAGES BECAUSE OF LATENT VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING THE INTENTION OF THE PARTNERSHIP AND ALL PARTNERS THAT THE CONTRIBUTED ASSETS ARE TO BE ACCEPTED BY THE PARTNERSHIP IN THEIR CONDITION AND STATE OF REPAIR EXISTING AS OF THE EFFECTIVE DATE. (2) Deceptive Trade Practices Act Waiver. ALL TERMS---------------------------------------- WAIVER OF CONSUMER RIGHTS EACH PARTNER WAIVES ANY RIGHTS WITH RESPECT TO THE CONTRIBUTED ASSETS THAT IT MAY HAVE UNDER THE DECEPTIVE TRADE PRACTICES - CONSUMER PROTECTION ACT, CONDITIONSSECTION 17.41 ET SEQ., WARRANTIES BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND REPRESENTATIONS (OR OBLIGATION OR LIABILITYPROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF SUCH PARTNER'S OWN SELECTION, IN CONTRACT OR IN TORT) IN RELATION EACH PARTNER VOLUNTARILY CONSENTS TO ANY ONE OR MORE OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDEDTHIS WAIVER.

Limitations and Disclaimers. EACH AIRCRAFT 4.1. Limitations of Warranties. DXWEB DISCLAIMS ALL EXPRESSED AND IMPLIED WARRANTIES, ORAL OR WRITTEN, WITH RESPECT TO THE FINAL SPARES PACKAGE ARE SOLD AND DELIVERED TO BUYER “AS IS” AND “WHERE IS”PRODUCTS, ANDINCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES CONCERNING THE PERFORMANCE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALEMERCHANTABILITY, WITHOUT ANY REPRESENTATIONSUITABILITY, GUARANTEE OR WARRANTY OF SELLER EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, BUYER UNCONDITIONALLY AGREES THAT EACH AIRCRAFT AND THE FINAL SPARES PACAKGE ARE SOLD AND PURCHASED IN AN “AS IS, WHERE IS” CONDITION AND “WITH ALL FAULTS” AS AT THE APPLICABLE CLOSING DATE, AND, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5.A HEREOF AND IN THE BILLS OF SALE, NO TERM, CONDITION, WARRANTY, REPRESENTATION OR COVENANT OF ANY KIND HAS BEEN ACCEPTED, MADE OR IS GIVEN BY SELLER OR ITS SERVANTS OR AGENTS IN RESPECT OF THE VALUE, QUALITY, DURABILITY, DATE PROCESSING, CONDITION, DESIGN, OPERATION, DESCRIPTION, MERCHANTABILITY NON-INFRINGEMENT OR FITNESS FOR USE OR A PARTICULAR PURPOSE OF ANY AIRCRAFT OF THE PRODUCTS; ANY WARRANTY OTHERWISE ARISING BY STATUTE, IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE; AND ANY WARRANTY THAT THE PRODUCTS WILL MEET LICENSEE'S REQUIREMENTS OR CONCERNING THE RESULTS TO BE OBTAINED FROM THE PRODUCTS, OR THE FINAL SPARES PACKAGERESULTS OF ANY RECOMMENDATION DxWEB MAY MAKE. 4.2. Liability and DxWeb System Limitations. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY DxWEB, AS ITS AFFILIATES, AGENTS, REPRESENTATIVES OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY OTHER WAY CHANGE DxWEB’S OBLIGATIONS UNDER THIS XXXX OR IN THE UNDERLYING AGREEMENT(S). UNLESS IN THE EVENT OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL DxWEB, ITS AFFILIATES, AGENTS, REPRESENTATIVES OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR INDIRECT DAMAGE, INCLUDING LOSS OF DATA OR ANY OTHER DAMAGE OR LOSS, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE DxWEB SYSTEM. IN NO EVENT SHALL DxWEB, ITS AFFILIATES, AGENTS, REPRESENTATIVES OR EMPLOYEES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE DxWEB SYSTEM OR FOR ANY CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE ABSENCE MAXIMUM EXTENT ALLOWED BY LAW, DxWEB SHALL BE LIABLE TO LICENSEE, IN THE EVENT OF LATENT, INHERENT A JUDGMENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE)DISPUTE DISPOSITION AGAINST DxWEB, AS ONLY UP TO THE COMPLETENESS OR CONDITION AMOUNT OF DAMAGES ACTUALLY PAID BY LICENSEE FOR THE LICENSE AND USE OF THE RECORDS RELATING DXWEB SYSTEM, EXCEPT THAT DxWEB SHALL HAVE NO LIABILITY FOR (a) LOSS OF INCOME OR PROFIT, OR FAILURE TO SUCH AIRCRAFT RECOGNIZE EXPECTED SAVINGS, WHETHER DIRECT OR THE FINAL SPARES PACKAGEINDIRECT, AND/(b) LOSS OF OR AS DAMAGE TO THE ABSENCE ANY DATA OR SOFTWARE, OR (c) LOSS OF USE OF, OR NON-AVAILABILITY OF ANY INFRINGEMENT OF ANY PATENT, COPYRIGHT, DESIGN, COMPUTER OR OTHER PROPRIETARY RIGHTS. ALL TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS (OR OBLIGATION OR LIABILITY, IN CONTRACT OR IN TORT) IN RELATION TO ANY ONE OR MORE OF THOSE MATTERS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY EXCLUDEDNETWORK SYSTEMS.