Common use of Financial Statements; No Hidden Liabilities; Books and Records Clause in Contracts

Financial Statements; No Hidden Liabilities; Books and Records. (a) Exhibit 7.3.10 has a faithful, correct and complete copy of each of the Financial Statements. AZUL Holding’s Financial Statements have been taken out from books and records of AZUL Holding and represent correctly and completely the financial position, the operating results and the cash flows of AZUL Holding for all dates and periods to which they refer according to the best accounting, tax, labor and social security practices and generally accepted principles in Brazil, applied consistently during the periods at issue; (b) AZUL Holding has no Contingency that has not been duly considered and, as the case may be, reflected or provisioned for in the balance sheet of AZUL Holding as to the fiscal year ended December 31, 2011, included in the Financial Statements, with the exception of the Contingencies reflected on or provisioned for in the aforementioned balance sheet. AZUL Holding has no off balance sheet financings or operations; and (c) the accounting books and other financial records of AZUL Holding: (i) reflect all items for revenue and expenses and the assets and liabilities that must be reflected thereon, according to the best accounting, tax, labor, and social security practices and generally acceptable principles in Brazil, applied on a basis consistent with the past practices of AZUL Holding; (ii) are complete and correct, and do not contain or reflect any inaccuracy or discrepancy, and (iii) have been kept in accordance with the good business, accounting practices and the Law. The assets indicated in the Financial Statements reflect the respective settlement amounts, are in good standing, whenever applicable, and may be commercialized on a free basis.

Financial Statements; No Hidden Liabilities; Books and Records. (a) Exhibit 7.3.10 has 7.2.11 provides a faithfultrue, correct and complete copy of each of the Financial Statements. AZUL HoldingTRIP’s Financial Statements have been taken out extracted from TRIP’s books and records of AZUL Holding and represent correctly and completely the fully reflect TRIP’s financial position, the operating results and the cash flows of AZUL Holding for all the respective dates and periods to which they refer according to the periods, in accordance with Brazilian best practices and generally accepted accounting, tax, labor and social social-security practices and generally accepted principles in Brazil, applied consistently during the periods at issueover such periods; (b) AZUL Holding TRIP has no Contingency that obligation or liability (either accrued, contingent, unsettled, due or not yet due) (the “Contingencies”) which has not been duly considered accounted for and, as the case may be, reflected or provisioned for accrued in the TRIP’s balance sheet of AZUL Holding as to for the fiscal year ended December 31, 2011, included in the Financial Statements, with to the exception of the Contingencies appropriately reflected on or provisioned for accrued in the aforementioned such balance sheet. AZUL Holding has no off TRIP does not have any off-balance sheet financings loans or operationstransactions; and (c) the TRIP’s accounting books and other financial records of AZUL Holding: (i) reflect all items for revenue and expenses expense items and the all assets and liabilities that must be reflected thereontherein, according to the in accordance with Brazilian best practices and generally accepted accounting, tax, laborlabor and social-security principles applied consistently with TRIP’s past practices, and social security practices and generally acceptable principles in Brazil, applied on a basis consistent with the past practices of AZUL Holding; (ii) are complete and correct, correct and do not contain or reflect any inaccuracy or discrepancy, discrepancy and (iii) have been kept in accordance compliance with the good business, business and accounting practices and with the Law. The assets indicated contained in the Financial Statements reflect the their respective settlement amountsliquidation values, are in good standingstate of repair, whenever when applicable, and may be commercialized on a free basisare freely marketable.