AIA AND KFS Sample Clauses

AIA AND KFS. AIA and KFS jointly and severally represent and warrant to Aircargo and Kitty Hawk that: A. Exhibit A to this agreement is a correct listing of all of the Boeing 727 airframes, engines and appliances that comprise the aircraft of the AIA 727 fleet, with U.S. airframe registration numbers; manufacturer's model and serial numbers, cycles and hours to date, and cycles and hours to next major maintenance of airframes, engines, landing gear, and auxiliary power units under AIA's maintenance program (the "AIA maintenance program") approved by the U.S. Federal Aviation Administration (the "FAA"); scheduled values of each aircraft for purposes of P. 4.11(A)(1)
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AIA AND KFS. AIA and KFS jointly and severally represent and warrant to Aircargo and Kitty Hawk that: A. Exhibit A to this agreement is a correct listing of all of the Boeing 727 airframes, engines and appliances that comprise the aircraft of the AIA 727 fleet, with U.S. airframe registration numbers; manufacturer's model and serial numbers, cycles and hours to date, and cycles and hours to next major maintenance of airframes, engines, landing gear, and auxiliary power units under AIA's maintenance program (the "AIA maintenance program") approved by the U.S. Federal Aviation Administration (the "FAA"); scheduled values of each aircraft for purposes of Paragraph 4.11(A)(1) and Paragraph 4.18; hushkit status for each aircraft; and other descriptive data. B. The AIA 727 fleet, and the aircraft and engine records of the AIA 727 fleet, have in all material respects been maintained and kept in compliance with the AIA maintenance program, manufacturer's recommendations, and FAA requirements. 3 7/31/97 C. In the opinion of AIA, the purchase price under this agreement is the reasonably equivalent value at the date of this agreement of the AIA 727 fleet and rights under the customer contracts attributable to periods after closing; and the fair value of AIA's assets exceeds the sum of its liabilities. D. Exhibit B to this agreement is a correct listing of all leases and operating agreements under which AIA uses or is obligated to use any part of the AIA 727 fleet to provide air transport services to customers (collectively, "customer contracts"). There are no material claims against AIA and no material uncured defaults under any of the customer contracts. Each of the customer contracts is enforceable in accordance with its terms. E. Exhibit C to this agreement is a correct listing of all operating schedules, and internal ACMI rates and other aircraft-use charges, for current or planned aircraft operations by AIA (collectively, the "ACMI support operations") in using any part of the AIA 727 fleet to serve AIA's AIF, AIC and other freight operations. F. AIA and KFS are Michigan corporations. Each is duly formed and in good standing. The execution, delivery and performance of this agreement by each of them have been duly authorized, and each of them has full power and authority to execute, deliver and comply with the terms of this agreement. G. AIA has operated the AIA 727 fleet complying in all material respects with the requirements of the FAA and the U.S. Department of Transporta...

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