Frontier Airlines 2006 Annual Report Download - page 272

Section 9.02 Representations and Warranties of Frontier. Frontier represents and warrants to RAI as of the date hereof as
follows:
(a) Organization and Qualification. Frontier is a duly incorporated and validly existing corporation in good
standing under the laws of the State of Colorado.
(b) Authority Relative to this Agreement. Frontier 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 Frontier. This Agreement has been duly and validly executed and delivered by Frontier and is,
assuming due execution and delivery thereof by RAI and that RAI has legal power and right to enter into this Agreement, a valid and
binding obligation of Frontier, enforceable against Frontier 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; Defaults. Neither the execution or delivery of this Agreement nor the performance by Frontier of
the transactions contemplated hereby will (i) violate, conflict with, or constitute a default under any of the terms of Frontier'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 Frontier
is a party or by which it or 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) Broker. Frontier has not retained or agreed to pay any broker or finder with respect to this Agreement and the
transactions contemplated hereby.
(e) No Proceedings. There are no legal or governmental proceedings pending, or investigations commenced of
which Frontier has received notice, in each case to which Frontier is a party or of which any property or assets of Frontier is the
subject which, if determined adversely to Frontier, would individually or in the aggregate have a material adverse effect on Frontier or
on its ability to perform its obligations hereunder; and to the best knowledge of Frontier, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
(f) Financial Statements. The financial statements (including the related notes and supporting schedules) of
Frontier Holdings delivered (or, if filed with the Securities and Exchange Commission, made available) to RAI immediately prior to
the date hereof fairly present in all material respects the consolidated financial position of Frontier Holdings. 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 Frontier 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℠