AIRCRAFT TIME SHARING AGREEMENT (Part 91 Operations) Dated as of the 14 day of April, 2011, between Las Vegas Sands Corp., as Provider, and Interface Operations, LLC as Recipient, concerning one Raytheon Hawker 800XP aircraft bearing INSTRUCTIONS FOR...
Exhibit 10.1
(Part 91 Operations)
Dated as of the 14 day of April, 2011,
between
as Provider,
and
Interface Operations, LLC
as Recipient,
concerning one Raytheon Hawker 800XP aircraft bearing
U.S. registration number N885LS
and
manufacturer’s serial number 258428
and
manufacturer’s serial number 258428
* * *
INSTRUCTIONS FOR COMPLIANCE WITH
“TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23
“TRUTH IN LEASING” REQUIREMENTS UNDER FAR § 91.23
Within 24 hours after execution of this Agreement:
mail a copy of the executed document to the
following address via certified mail, return receipt requested:
mail a copy of the executed document to the
following address via certified mail, return receipt requested:
Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Aircraft Registration Branch
ATTN: Technical Section
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
At least 48 hours prior to the first flight to be conducted under this Agreement:
provide notice, using the FSDO Notification Letter in Exhibit A,
of the departure airport and proposed time of departure of the
first flight, by facsimile, to the Flight Standards
District Office located nearest the departure airport.
provide notice, using the FSDO Notification Letter in Exhibit A,
of the departure airport and proposed time of departure of the
first flight, by facsimile, to the Flight Standards
District Office located nearest the departure airport.
Carry a copy of this Agreement in the aircraft at all times.
AIRCRAFT TIME SHARING AGREEMENT
(Part 91 Operations)
(Part 91 Operations)
This Aircraft Time Sharing Agreement (the “Agreement”) is made and entered into as of
April 14th , 2011, by and between Las Vegas Sands Corp, a Nevada company
(“Provider”), and Interface Operations, LLC, a Nevada corporation (“Recipient”) (together,
“Parties”).
In consideration of the mutual promises, agreements, covenants, warranties, representations
and provisions contained herein, the parties agree as follows:
1. Time Sharing of the Aircraft. Subject to the terms and conditions of this
Agreement, Provider shall provide Recipient with transportation services on a non-exclusive basis
using Provider’s Raytheon Hawker 800XP aircraft, serial number 258428, registration
N885LS (the “Aircraft”). This Agreement is intended to be a time sharing agreement within
the meaning of 14 C.F.R. Section 91.501(c)(1).
2. Term. The term of this Agreement (the “Term”) shall commence on April
14th , 2011 and end on December 31, 2012 (the “Expiration Date”). The
Expiration Date (as it may be extended) shall be automatically extended by one year if neither
party has given notice of non-renewal to the other at least thirty (30) days before the then
Expiration Date. Notwithstanding anything to the contrary in this section 2, either party may
terminate this Agreement on thirty (30) days’ notice, provided that such party is not then in
default.
3. Delivery to Recipient. Upon the request of Recipient, subject to the availability
of the Aircraft as determined by Provider, Provider shall make the Aircraft available to Recipient
at such location as Recipient may reasonably request. Recipient acknowledges that Provider
currently bases the Aircraft at McCarran International Airport, Las Vegas, Nevada (the “Base”).
4. Fee.
(a) Recipient shall pay Provider, within 30 days of receipt of an invoice from Provider or its
representative for Recipient’s use of the Aircraft during the Term, an amount not to exceed the
costs identified in this paragraph (a) or such lesser amount as may be agreed in writing by the
Parties (referred to collectively as the “Fee”):
(i) twice the cost of the fuel, oil and other additives consumed;
(ii) all fees, including fees for landing, parking, hangar, tie-down, handling, customs, use
of airways and permission for overflight;
(iii) all expenses for catering and in-flight entertainment materials;
(iv) all expenses for flight planning and weather contract services;
(v) all travel expenses for pilots, flight attendants and other flight support personnel,
including food, lodging and ground transportation; and
(vi) all communications charges, including in-flight telephone.
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(b) Recipient shall be responsible for arranging and paying for all passenger ground
transportation and accommodation in connection with Recipient’s use of the Aircraft.
(c) For the sake of clarification, flights to ferry the Aircraft to the delivery location
specified by Recipient pursuant to section 3, and flights to return the Aircraft to the Base or
such other location as the parties agree pursuant to section 5, shall be deemed to be use of the
Aircraft by Recipient.
5. Return to Base. On the earlier of the Expiration Date or the termination of this
Agreement pursuant to section 17(a)(i) and, unless Provider agrees to the contrary, upon the
conclusion of each flight of the Aircraft by Recipient under this Agreement, the Aircraft shall be
returned to the Base or such other location as Provider and Recipient may agree.
6. Use of Aircraft.
(a) Recipient shall use the Aircraft only for the transportation of its directors, officers,
employees and guests and shall not obtain compensation for such transportation from any person.
(b) Recipient shall not violate, and shall not permit any of its employees, agents or guests
to violate, any applicable law, regulation or rule of the United States, or any state, territory or
local authority thereof, or any foreign government or subdivision thereof, and shall not bring or
cause to be brought or carried on board the Aircraft, or permit any employee, agent or guest to
bring or cause to be brought or carried on board the Aircraft, any contraband or unlawful articles
or substances, or anything that is contraband or is an unlawful article of substance in any
jurisdiction into or over which the Aircraft is to operate on behalf of Recipient.
(c) Recipient shall, and shall cause its employees, agents and guests to, comply with all
lawful instructions and procedures of Provider and its agents and employees regarding the Aircraft,
its operation or flight safety.
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(e) Recipient acknowledges that, if, in the view of Provider (including, its
pilot-in-command), flight safety may be jeopardized, Provider may terminate a flight or refuse to
commence it without liability for loss, injury or damage occasioned by such termination or refusal.
Recipient further acknowledges that, in accordance with applicable Federal Aviation Regulations
(“FAR”), the qualified flight crew provided by Provider will exercise all of its duties and
responsibilities in regard to the safety of each flight conducted hereunder and Recipient
specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse
to commence any flight, or take other action which in the considered judgment of the
pilot-in-command is necessitated by considerations of safety. No such action of the
pilot-in-command shall create or support any liability for loss, injury, damage or delay to
Recipient or any other person. Recipient acknowledges and agrees that Provider shall not be liable
under any circumstances for delay or failure to furnish the Aircraft and crew pursuant to this
Agreement or for any loss, damage, cost or expense arising from or related to, directly or
indirectly, any delay, cancellation or failure to furnish any transportation pursuant to this
Agreement, including, but not limited to, when caused by government regulation, law or authority,
mechanical difficulty or breakdown, war, civil commotion, strikes or other labor disputes, weather
conditions, acts of God, public enemies or any other cause beyond Provider’s control.
(f) Recipient acknowledges that (i) the Aircraft is owned by Provider and (ii) the rights of
Recipient in and to the Aircraft are subject and subordinate to all rights of Provider in and to
the Aircraft, including without limitation the right of Provider to inspect and take possession of
the Aircraft from time to time in accordance applicable law.
Accordingly, Recipient (i) waives any right that it might have to any notice of Provider’s
intention to inspect, take possession or exercise any other right or remedy in respect of the
Aircraft.
(g) THE AIRCRAFT IS BEING PROVIDED BY THE PROVIDER TO THE RECIPIENT HEREUNDER ON A COMPLETELY
“AS IS, WHERE IS,” BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE RECIPIENT. THE WARRANTIES AND
REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS
OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND PROVIDER HAS NOT MADE AND SHALL NOT BE CONSIDERED
OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING PROVIDED THE AIRCRAFT UNDER THIS AGREEMENT, OR
HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED
TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF,
AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT PROVIDER DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES
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CONCERNING THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN,
MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT,
OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER DEFECTS,
WHETHER OR NOT DISCOVERABLE, AND AS TO THE ABSENCE OF ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF
ANY PATENT, TRADEMARK OR COPYRIGHT, AND AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY
IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY
ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT OR
ANY PART THEREOF. RECIPIENT HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR
RELIANCE UPON ANY SUCH AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF PROVIDER AND RIGHTS,
CLAIMS AND REMEDIES OF RECIPIENT AGAINST PROVIDER, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR
ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING
OR USAGE OF TRADE, (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT
ARISING FROM THE NEGLIGENCE OF PROVIDER, ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY,
RIGHT, 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, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES.
7. Pilots. For all flights of the Aircraft by Recipient pursuant to this Agreement,
Provider shall cause the Aircraft to be operated by pilots who are duly qualified under the Federal
Aviation Regulations, including without limitation, with respect to currency and type-rating, and
who meet all other requirements established and specified by the insurance policies required
hereunder.
8. Operation and Maintenance Responsibilities of Provider. Provider shall be in
operational control of the Aircraft at all times during the Term and shall operate the Aircraft
under FAR Part 91. Provider shall be solely responsible for the operation and maintenance of the
Aircraft.
9. Liens. Recipient shall not directly or indirectly create or incur any liens on or
with respect to (i) the Aircraft or any part thereof, (ii) Provider’s title thereto, (iii) any
interest of Provider therein, (and Recipient will promptly, at its own expense, take such action as
may be necessary to discharge any such lien), except (a) the respective rights of Provider and
Recipient as herein provided and (b) liens created by or caused to be created by Provider.
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10. Taxes.
(a) Except for any taxes on, or measured by, the net income of Provider imposed by the United
States government or any state or local government or taxing authority in
the United States, which shall be the sole responsibility of Provider, Recipient shall pay to
and indemnify Provider and its employees and agents (collectively, the “Indemnities”) for, and hold
each Indemnity harmless from and against, on an after-tax basis, all other income, personal
property, ad valorem, franchise, gross receipts, rental, sales, use, excise, value-added, leasing,
leasing use, stamp, landing, airport use, or other taxes, levies, imposts, duties, charges, fees or
withholdings of any nature, together with any penalties, fines, or interest thereon (“Taxes”)
arising out of the transactions between Provider and Recipient contemplated by this Agreement or
Recipient’s use of the Aircraft and imposed against any Indemnity, Recipient, 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 upon or with respect to the
Aircraft, or any part thereof, or upon the ownership, delivery, leasing, possession, use,
operation, return, transfer or release thereof, or upon the rentals, receipts or earnings arising
there from. Recipient shall have the right to contest any Taxes attributable to Recipient;
provided that (a) Recipient shall have given to Provider written notice of any such Taxes, which
notice shall state that such Taxes are being contested by Recipient in good faith with due
diligence and by appropriate proceedings and that Recipient has agreed to indemnify each Indemnity
against any cost, expense, liability or loss (including, without limitation, reasonable attorney
fees) arising from or in connection with such contest; (b) in Provider’s sole judgment, Provider
has received adequate assurances of payment of such contested Taxes; and (c) counsel for Provider
shall have determined that the nonpayment of any such Taxes or the contest of any such payment in
such proceedings does not, in the sole opinion of such counsel, adversely affect the title,
property or rights of Provider. In case any report or return is required to be made with respect
to any Taxes attributable to Recipient’s use of the Aircraft, Recipient will either (after notice
to Provider) make such report or return in such manner as will show the ownership of the Aircraft
in Provider and send a copy of such report or return to Provider, or will notify Provider of such
requirement and make such report or return in such manner as shall be satisfactory to Provider.
Provider agrees to cooperate fully with Recipient in the preparation of any such report or return.
(b) Without limiting the generality of the foregoing, Recipient shall pay to Provider any
federal excise taxes applicable to Recipient’s use, or Recipient’s payment for Recipient’s use, of
the Aircraft.
11. Insurance. Provider shall maintain in effect at its own expense throughout the
Term, insurance policies containing such provisions and providing such coverages as Provider deems
appropriate. All insurance policies shall (a) name Recipient as an additional insured, (b) not be
subject to any offset by any other insurance carried by Provider or Recipient, (c) contain a waiver
by the insurer of any subrogation rights against any of Recipient, (d) insure the interest of
Recipient, regardless of any breach or violation by the Provider or of any other person (other than
is solely attributable to the gross negligence or willful misconduct of Recipient) of any warranty,
declaration or condition contained in such policies, and (e) include a severability of interests
endorsement providing that such policy shall operate in the same manner (except for the limits of
coverage) as if there were a separate policy covering each insured.
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12. Loss or Damage
(a) Recipient shall indemnify, defend and hold harmless Provider and its officers, directors,
agents, shareholders, members, managers and employees from and against
any and all liabilities, claims (including, without limitation, claims involving or alleging
Provider’s negligence and claims involving strict or absolute liability in tort), demands, suits,
causes of action, losses, penalties, fines, expenses (including, without limitation, attorney fees)
or damages (collectively, “Claims”), whether or not Provider may also be indemnified as to any such
Claim by any other person, to the extent relating to or arising out of Recipient’s breach of this
Agreement or any damage (other than ordinary wear and tear) to the Aircraft caused by Recipient,
its employees or guests, including any Event of Default of this Agreement or the Cape Town
Convention or Aircraft Protocol provisions to the extent applicable to this Agreement.
(b) In the event of loss, theft, confiscation, damage to or destruction of the Aircraft
subject to this Agreement, or any engine or part thereof, from any cause whatsoever (a “Casualty
Occurrence”) occurring at any time when Recipient is using the Aircraft, Recipient shall furnish
such information and execute such documents as may be necessary or required by Provider or
applicable law. Recipient shall cooperate fully in any investigation of any claim or loss
processed by Provider under the Aircraft insurance policy/policies and in seeking to compel the
relevant insurance company or companies to pay any such claims.
(c) In the event of total loss or destruction of all or substantially all the Aircraft subject
to this Agreement, or damage to such Aircraft that causes it to be irreparable in the opinion of
Provider or any insurance carrier providing hull coverage with respect to such Aircraft, or in the
event of confiscation or seizure of the Aircraft, this Agreement shall automatically terminate;
provided, however, that such termination of this Agreement shall not terminate the obligation of
Recipient to cooperate with Provider in seeking to compel the relevant insurance company or
companies to pay claims arising from such loss, destruction, damage, confiscation or seizure;
provided, further, that the termination of this Agreement shall not affect the obligation of
Recipient to pay Provider all accrued and unpaid Fee and all other accrued and unpaid amounts due
hereunder.
(d) For the sake of clarification, if the Aircraft suffers a Casualty Occurrence, it shall be
deemed not available to Recipient until such time thereafter as Provider has returned the Aircraft
to service. Provider shall have no obligation to return the Aircraft to service after any Casualty
Occurrence.
(a) For purposes of the Agreement: (i) “Aircraft Objects” means each airframe, aircraft
engine and helicopter as defined in Section 2 of Article I of the Aircraft Protocol, including the
Aircraft referred to in this Agreement, including its “associated rights”; (ii) “Cape Town Treaty”
means collectively the Convention on International Interests in Mobile Equipment (“Cape Town
Convention”) and the Protocol to the Convention Specific to Aircraft Equipment (“Aircraft
Protocol”); (iii) “International Interest” means an interest held by a Provider to which Article 2
of the Cape Town Convention applies, including an interest in the Aircraft Object; (iv)
“International Registry” means the international registration facilities established for the
purposes of the Cape Town Convention or the Aircraft Protocol in Dublin, Ireland.
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(b) Recipient represents, warrants, and covenants: (i) Recipient has complied or will comply
on Provider’s request with the formalities to provide for an International Interest in
the Aircraft under Article 2 of the Cape Town Convention and Article V of the Aircraft
Protocol; (ii) this Agreement provides for an International Interest in the airframe and engines
comprising parts of the Aircraft; (iii) Recipient has not, and will not, register or consent to the
registration of any prospective International Interest (as defined in the Cape Town Convention) or
International Interest on the International Registry in respect of the Aircraft Object covered by
this Agreement except this Agreement as provided above, and it will not cause or permit such other
registration, or consent to registration, to occur without the prior written consent of Provider;
(iv) Recipient will not cause or permit any registration with respect to this Agreement to be
discharged, terminated or modified in any respect except by written agreement with Provider; (v)
this Agreement shall be enforceable in accordance with its terms; (vi) Recipient has the power and
authority to make or cause to be made all registrations at the International Registry, including,
without limitation, all related filings; and (vii) the description of the Aircraft Object,
including each engine, covered by this Agreement is true, accurate, and complete for all purposes,
including complying with the description required for effective registration of an International
Interest of such Aircraft Object at the International Registry and at the Federal Aviation
Administration Aircraft Registry, and such description accurately and completely includes (a) the
name of the manufacturer, (b) the manufacturers’ serial number(s), and (c) its generic model
designation, supplemented as may be necessary to ensure uniqueness in accordance with the
International Registry regulations and operational manual of the Aircraft Protocol.
(c) The terms of the Agreement (and not the Cape Town Treaty to the extent permitted thereby)
shall govern the rights and remedies of Provider upon a material breach or default hereunder by
Recipient.
(d) Provider and Recipient agree to take such further and other actions, execute and deliver
such other documents and pay such reasonable expenses, including registration fees, as Provider
shall request to meet the requirements of, and to protect and perfect the interests of Provider
under, the Cape Town Treaty and make any registration arising hereunder at the International
Registry;
(e) Recipient shall pay all costs arising under the Cape Town Treaty, including all
registration fees for the International Registry, on demand of Provider.
14. Representations, Warranties and Agreements of Recipient. Recipient represents,
warrants and agrees as follows:
(a) Authorization. Recipient has all necessary powers to enter into the transactions
contemplated in this Agreement and has taken all actions required to authorize and approve this
Agreement.
(b) Identification. Recipient shall keep a legible copy of this Agreement in the Aircraft at
all times when Recipient is using the Aircraft.
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15. Representations, Warranties and Agreements of Provider. Provider represents,
warrants and agrees as follows:
(a) Authorization. Provider has all necessary powers to enter into the transaction
contemplated in this Agreement and has taken all action necessary to authorize and approve this
Agreement.
(b) FAA Registration. The Aircraft registration with the FAA names Provider as the owner of
the Aircraft.
16. Event of Default. The following shall constitute an Event of Default:
(a) Recipient shall not have made payment of any amount due under section 4 within ten (10)
days after the same shall become due; or
(b) Recipient shall have failed to perform or observe (or cause to be performed or observed)
any other covenant or agreement required to be performed under this Agreement and such failure
shall continue for twenty (20) days after written notice thereof from Provider to Recipient; or
(c) Recipient (i) becomes insolvent, (ii) fails to pay its debts when due, (iii) makes any
assignment for the benefit of creditors, (iv) seeks relief under any bankruptcy law or similar law
for the protection of debtors, (v) suffers a petition of bankruptcy filed against it that is not
dismissed within thirty (30) days, or (vi) suffers a receiver or trustee to be appointed for itself
or any of its assets, and such is not removed within thirty (30) days.
(a) Upon the occurrence of any Event of Default, Provider may, at its option, exercise any or
all remedies available at law or in equity, including, without limitation, any or all of the
following remedies, as Provider in its sole discretion shall elect:
(i) By notice in writing, terminate this Agreement, whereupon all rights of Recipient to the
use of the Aircraft or any part thereof shall absolutely cease and terminate, but Recipient shall
remain liable as provided in this Agreement and Provider, at its option, may enter upon the
premises where the Aircraft is located and take immediate possession of and remove the same by
summary proceedings or otherwise. Recipient specifically authorizes Provider’s entry upon any
premises where the Aircraft may be located for the purpose of, and waives any cause of action it
may have arising from, a peaceful retaking of the Aircraft. Recipient shall forthwith pay to
Provider an amount equal to the total accrued and unpaid Fees and all other accrued and unpaid
amounts due hereunder, plus any and all losses and damages incurred or sustained by Provider by
reason of any default by Recipient under this Agreement.
(b) Recipient shall be liable for all costs, charges and expenses, including reasonable
attorney fees and disbursements, incurred by Provider by reason of the occurrence of any Event of
Default or the exercise of Provider’s remedies with respect thereto.
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(a) Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the construction or interpretation of this Agreement.
(b) Partial Invalidity. If any provision of this Agreement, or the application thereof to any
person, place or circumstance, shall be held by a court of competent jurisdiction to be illegal,
invalid, unenforceable or void, then such provision shall be enforced to the extent that it is not
illegal, invalid, unenforceable or void, and the remainder of this Agreement, as well as such
provision as applied to other persons, shall remain in full force and effect.
(c) Waiver. With regard to any power, remedy or right provided in this Agreement or otherwise
available to any party, (i) no waiver or extension of time shall be effective unless expressly
contained in a writing signed by the waiving party, (ii) no alteration, modification or impairment
shall be implied by reason of any previous waiver, extension of time, delay or omission in exercise
or other indulgence, and (iii) waiver by any party of the time for performance of any act or
condition hereunder does not constitute waiver of the act or condition itself.
(d) Notices. Any notice or other communication required or permitted under this Agreement
shall be in writing and shall be deemed duly given upon actual receipt, if delivered personally or
by telecopy; or three (3) days following deposit in the United States mail, if deposited with
postage pre-paid, return receipt requested, and addressed to such address as may be specified in
writing by the relevant party from time to time, and which shall initially be as follows:
To Provider at:
|
Las Vegas Sands Corp. | |
| 0000 Xxx Xxxxx Xxxx. Xxxxx | ||
| Xxx Xxxxx, Xxxxxx 00000 | ||
| Attn: General Counsel | ||
| Fax: (000) 000-0000 | ||
| Tel.: (000) 000-0000 | ||
To Recipient at:
|
Interface Operations, LLC | |
| 000 Xxxxx Xxxxxx | ||
| Xxxxxxx, Xxxxxxxxxxxxx 00000 | ||
| Attn: Xxxxxxx X. X’Xxxxxx | ||
| Fax: (000) 000-0000
Tel. (000) 000-0000 |
No objection may be made to the manner of delivery of any notice or other communication in writing
actually received by a party.
(e) Massachusetts Law. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, regardless of the choice of law provisions of
Massachusetts or any other jurisdiction.
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(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in this Agreement and supersedes any prior or
contemporaneous agreements, representations and understandings, whether written or oral, of or
between the parties with respect to the subject matter of this Agreement. There are no
representations, warranties, covenants, promises or undertakings, other than those expressly set
forth or referred to herein.
(g) Amendment. This Agreement may be amended only by a written agreement signed by all of the
parties.
(h) Binding Effect; Assignment. This Agreement shall be binding on, and shall inure to the
benefit of, the parties to it and their respective successors and assigns; provided, however, that
Recipient may not assign any of its rights under this Agreement, and any such purported assignment
shall be null, void and of no effect.
(i) Attorney Fees. Should any action (including any proceedings in a bankruptcy court) be
commenced between any of the parties to this Agreement or their representatives concerning any
provision of this Agreement or the rights of any person or entity there under, solely as between
the parties or their successors, the party or parties prevailing in such action as determined by
the court shall be entitled to recover from the other party all of its costs and expenses incurred
in connection with such action (including, without limitation, fees, disbursements and expenses of
attorneys and costs of investigation).
(j) Remedies Not Exclusive. No remedy conferred by any of the specific provisions of this
Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity by statute or otherwise. The election of any one or more remedies
shall not constitute a waiver of the right to pursue other remedies.
(k) No Third Party Rights. Nothing in this Agreement, whether express or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any person other than the
parties to this Agreement and their respective successors and assigns, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any third persons to any
party to this Agreement, nor shall any provision give any third person any right of subrogation or
action over or against any party to this Agreement.
(l) Counterparts. This Agreement may be executed in one or more counterparts, each of which
independently shall be deemed to be an original, and all of which together shall constitute one
instrument.
(m) Expenses. Each party shall bear all of its own expenses in connection with the
negotiation, execution and delivery of this Agreement.
(n) Broker/Finder Fees. Each party represents that it has dealt with no broker or finder in
connection with the transaction contemplated by this Agreement and that no broker or other person
is entitled to any commission or finder’s fee in connection therewith. Provider and Recipient each
agree to indemnify and hold harmless one another against any loss, liability,
damage, cost, claim or expense incurred by reason of any brokerage commission or finder’s fee
alleged to be payable because of any act, omission or statement of the indemnifying party.
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(o) Relationship of the Parties. Nothing contained in this Agreement shall in any way create
any association, partnership, joint venture, or principal-and-agent relationship between the
parties hereto or be construed to evidence the intention of the parties to constitute such.
(p) Limitation of Damages. Recipient waives any and all claims, rights and remedies against
Provider, whether express or implied, or arising by operation of law or in equity, for any
punitive, exemplary, indirect, incidental or consequential damages whatsoever arising out of this
Agreement.
(q) Survival. All representations, warranties, covenants and agreements, set forth in
sections 4, 5, 6(a), 6(e), 6(f), 6(g), 9, 10, 12, 14, 15, 17, and 18 of this Agreement shall
survive the expiration or termination of this Agreement.
19. Truth-In-Leasing
(a) WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS
BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF FAR 91.409.
(b) THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS
CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE
PROVISIONS OF FAR 91.409.
(c) PROVIDER ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT ON BEHALF OF RECIPIENT UNDER THIS
AGREEMENT, PROVIDER SHALL BE KNOWN AS, CONSIDERED, AND IN FACT WILL BE THE OPERATOR OF SUCH
AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET
FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.
(d) AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS
DISTRICT OFFICE.
(e) THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE
AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY
CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.
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| PROVIDER: | RECIPIENT: | |||||||||||
| LAS VEGAS SANDS CORP. | INTERFACE OPERATIONS, LLC | |||||||||||
| By: | /s/ Xxxxxxx X. Xxxxx | By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||||
| Print: | Xxxxxxx Xxxxx | Print: | Xxxxxxx X. Xxxxxxx | |||||||||
| Title: | President and COO | Title: | President | |||||||||
concerning one Raytheon Hawker 800XP aircraft bearing
U.S. registration number N885LS
And
manufacturer’s serial number 258428
And
manufacturer’s serial number 258428
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