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

Financial Statements; No Hidden Liabilities; Books and Records. (a) Exhibit 7.2.11 provides a true, correct and complete copy of each of the Financial Statements. TRIP’s Financial Statements have been extracted from TRIP’s books and records and correctly and fully reflect TRIP’s financial position, operating results and cash flows for the respective dates and periods, in accordance with Brazilian best practices and generally accepted accounting, tax, labor and social-security principles applied consistently over such periods; (b) TRIP has no obligation or liability (either accrued, contingent, unsettled, due or not yet due) (the “Contingencies”) which has not been duly accounted for and, as the case may be, reflected or accrued in TRIP’s balance sheet for the fiscal year ended December 31, 2011, included in the Financial Statements, to the exception of Contingencies appropriately reflected or accrued in such balance sheet. TRIP does not have any off-balance sheet loans or transactions; and (c) TRIP’s accounting books and other financial records (i) reflect all revenue and expense items and all assets and liabilities that must be reflected therein, in accordance with Brazilian best practices and generally accepted accounting, tax, labor and social-security principles applied consistently with TRIP’s past practices, (ii) are complete and correct and do not contain or reflect any inaccuracy or discrepancy and (iii) have been kept in compliance with good business and accounting practices and with the Law. The assets contained in the Financial Statements reflect their respective liquidation values, are in good state of repair, when applicable, and are freely marketable.

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