Frontier Airlines 2006 Annual Report Download - page 270

ARTICLE IX REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 9.01 Representations and Warranties of RAI. RAI represents and warrants to Frontier as of the date hereof as
follows:
(a) Organization and Qualification. RAI is a duly organized and validly existing corporation under the laws of
the State of Indiana. RAI has the corporate power and authority to own, operate and use its assets and to provide the Regional Airline
Services. RAI is duly qualified to do business as a foreign corporation under the laws of each jurisdiction that requires such
qualification, except where the failure to possess such qualification would not have a material adverse effect on RAI or its ability to
conduct its business, to provide Regional Airline Services, and otherwise to perform its obligations hereunder.
(b) Authority Relative to this Agreement. RAI has the corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of RAI. This Agreement has been duly and validly executed and delivered by RAI and is, assuming due
execution and delivery thereof by Frontier and that Frontier has legal power and right to enter into this Agreement, a valid and binding
obligation of RAI, enforceable against RAI in accordance with its terms, except as enforcement hereof may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of
creditors' rights generally and legal principles of general applicability governing the availability of equitable remedies (whether
considered in a proceeding in equity or at law or otherwise under applicable law).
(c) Conflicts. Neither the execution or delivery of this Agreement nor the performance by RAI of the transactions
contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of RAI's certificate of incorporation,
by-laws, or any provision of, or result in the acceleration of any obligation under, any material contract, sales commitment, license,
purchase order, security agreement, mortgage, note, deed, lien, lease or other agreement to which RAI is a party or by which it or any
of its properties or assets may be bound, (ii) result in the creation or imposition of any lien, charge or encumbrance in favor of any
third person or entity, (iii) violate any law, statute, judgment, decree, order, rule or regulation of any governmental authority or body,
or (iv) constitute any event which, after notice or lapse of time or both, would result in such violation, conflict, default, acceleration or
creation or imposition of liens, charges or encumbrances.
(d) No Default. RAI is not (i) in violation of its charter or by-laws, (ii) in breach or default in any material
respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default, in the due
performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or
(iii) in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property or assets may be
subject or has failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit
necessary to the ownership of its property or to the conduct of its business, where such violation, breach, default or failure would have
a material adverse effect on RAI or on its ability to provide Regional Airlines Services and otherwise perform its obligations
hereunder. To the knowledge of RAI, no third party to any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument that is material to RAI to which RAI is a party or by which any of them are bound or to which any of their
properties are subject, is in default in any material respect under any such agreement.
(e) Broker. RAI has not retained or agreed to pay any broker or finder with respect to this Agreement and the
transactions contemplated hereby.
(f) Financial Statements. The financial statements (including the related notes and supporting schedules) of RAI
Holdings delivered (or, if filed with the Securities and Exchange Commission, made available) to Frontier immediately prior to the
date hereof fairly present in all material respects the consolidated financial position of RAI Holdings and its results of operations as of
the dates and for the periods specified therein. Since the date of the latest of such financial statements, there has been no material
adverse change nor any development or event involving a prospective material adverse change with respect to RAI Holdings. Such
financial statements have been prepared in accordance with generally accepted accounting principles in the United States consistently
applied throughout the periods involved, except to the extent disclosed therein.
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠