Common use of REPRESENTATIONS AND WARRANTIES OF SUBLESSEE Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SUBLESSEE. Sublessee represents and warrants to Sublessor that on the date hereof: (a) Sublessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The Documents have been duly authorized, executed and delivered by Sublessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Sublessee of the Documents except such as have already been obtained. (d) The entry into and performance by Sublessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Sublessee or any provision of Sublessee's articles of incorporation, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which Sublessee is a party. (e) There are no suits or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Sublessee, which will have a material adverse effect on the ability of Sublessee to fulfill its obligations under this Agreement. (f) Sublessee is and will be at all times validly existing and in good standing under the laws of the state of its incorporation (specified in the first sentence of this Agreement) and is in good standing and qualified as a foreign corporation in (i) each jurisdiction in which the Equipment is or will be located and (ii) in such jurisdictions where Sublessee's ownership or lease of property or the conduct of its business requires it to be so qualified.

REPRESENTATIONS AND WARRANTIES OF SUBLESSEE. Sublessee represents hereby makes the following representations and warrants to Sublessor that on the date hereofwarranties: (a) Sublessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The Documents have been duly authorized, executed and delivered by Sublessee and constitute valid, legal and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Sublessee of the Documents except such as have already been obtained. (d) The entry into and performance by Sublessee of the Documents will not: (i) violate any judgment, order, law or regulation applicable to Sublessee or any provision of Sublessee's articles of incorporation, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance upon any Equipment pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument (other than this Agreement) to which 7.1 Sublessee is a party. (e) There are no suits or proceedings pending or threatened in court or before any commissioncorporation duly incorporated, board or other administrative agency against or affecting Sublessee, which will have a material adverse effect on the ability of Sublessee to fulfill its obligations under this Agreement. (f) Sublessee is and will be at all times validly existing and in good standing under the laws of the state State of its incorporation (specified in the first sentence of this Agreement) New York and is in good standing duly qualified and qualified authorized to do business as a foreign corporation in (i) each jurisdiction where the failure to so qualify or to be in good standing would have a material adverse effect on its ability to carry on its business or to perform its obligations under this Sublease; 7.2 Sublessee has the requisite corporate power, authority and legal right to execute, deliver and perform each and every term of this Sublease, Sublease Supplement No. 1 and all other Sublessee Documents, the same having been duly authorized by all necessary corporate action of Sublessee, and duly executed and delivered by the authorized officers of Sublessee and, assuming the due and proper execution of the other party thereto, constitute legal, valid and binding obligations of Sublessee, enforceable against it in accordance with such terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to general principles of equity; 7.3 The execution and delivery of this Sublease, Sublease Supplement No. 1 and all other Sublessee Documents and the performance by Sublessee of its obligations under this Sublease will not contravene or violate any provision of its charter or Articles or Certificate of Incorporation or By-Laws or any contract, agreement, indenture or other instrument either binding upon Sublessee or to which it is subject, nor will any such contract, agreement, indenture or other instrument create a Lien (other than a Permitted Lien) with respect to this Sublease or the Equipment Aircraft; 7.4 There is no United States federal or state law or governmental regulation or order that would be contravened or violated by the execution, delivery and performance of this Sublease by Sublessee or by the performance of any term and condition contained herein, or in Sublease Supplement No. 1 or in any of the other Sublessee Documents by Sublessee; 7.5 No consent of shareholders of Sublessee or of any holders of indebtedness of Sublessee, and except for the registrations, recordings and filings made or to be made with respect to the Aircraft under the Operative Documents and except as required under FAR Parts 125, 129, 135 or 91 (Section 91.54), no consent or approval of, the giving of notice to, registration with, the recording or filing of any document with, or the taking of any other action in respect of any governmental authority, body, commission or agency or any other entity (except any such consents, approvals, notices, registrations, recordings, filings or actions as have already been accomplished by Sublessee, and except for routine periodic and other reporting requirements and renewals and extensions of exemptions, in each case to the extent required to be given or obtained only after the date hereof), is or will be located required as a condition to the execution and validity of this Sublease or as a condition to or in connection with the authorization, execution, delivery or performance hereof by Sublessee, except those which have been duly made or obtained, certified copies of which have been or will be delivered to Sublessor, prior to delivery of the Aircraft to Sublessee. This Sublease and its performance by sublessee will not violate or contravene any law, regulation, order, judgment or other similar obligation imposed by any government or regulatory agency, court, administrative or legislative body applicable to Sublessee or the Aircraft; 7.6 Except as set forth in Schedule 1 hereto, there are no actions or proceedings pending or, to Sublessee's knowledge, threatened, against Sublessee or any of its subsidiaries or Affiliates before any court or administrative agency in any jurisdiction that question Sublessee's legal capacity to execute, deliver or perform, or the binding effect or validity of, this Sublease or any other Sublessee Document, or which might result in any material adverse effect on the assets, liabilities, prospects, business, profit, condition or operations, financial or otherwise, of Sublessee or any of its subsidiaries or Affiliates; 7.7 Sublessee is fully familiar with all the covenants, terms, conditions, agreements and warranties of this Sublease and is not in default with respect thereto; 7.8 All Sublessee financial statements, other financial information and tax returns that have heretofore been provided to Sublessor in conjunction with this transaction fairly and accurately represent the financial condition and income of Sublessee as of the dates given and, as of such dates, such financial statements and other financial information do not contain any untrue statements of a material fact, nor did they omit to state a material fact required to be stated therein or necessary in order to prevent such financial statements or other financial information from being misleading as of the dates thereof; and except as otherwise has been disclosed in writing to Sublessor, there is no fact, situation or event, currently known to Sublessee, which, so far as can be foreseen by Sublessee, will (iia) materially adversely affect the properties, business, assets, income, prospects or condition, financial or otherwise, of Sublessee or (b) has had a materially adverse effect on the properties, business, assets, income, prospects or condition, financial or otherwise, of Sublessee since the dates of such financial statements, other financial information or tax returns; 7.9 All Federal income tax returns required to be filed by Sublessee have, in fact, been filed, and all taxes which are shown to be due and payable in such jurisdictions where returns have been paid. No material controversy in respect of additional income taxes due is pending or to the knowledge of Sublessee threatened, which controversy if determined adversely would materially and adversely affect Sublessee's ownership ability to perform its obligations hereunder. The provision for taxes on the books of Sublessee is adequate for all open years, and for its current fiscal period; 7.10 Sublessee is not engaged in any transaction in connection with which it could be subjected to either a civil penalty assessed pursuant to Section 502 (c) of ERISA or lease any tax imposed by Section 4975 of property the Code; no material liability of the Pension Benefit Guaranty Corporation has been or is expected by Sublessee to be incurred with respect to any employee pension benefit plan (as defined in Section 3 of ERISA) maintained by Sublessee; there has been no reportable event (as defined in Section 4043(b) of ERISA) with respect to any such employee pension benefit plan. There has been no event of termination of any such employee pension benefit plan by the Pension Benefit Guaranty Corporation; and no accumulated funding deficiency (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, exists with respect to any such employee pension benefit plan; 7.11 Sublessee is an "air carrier" engaged in interstate air transportation, as such term is used in Section 40102(a)(2) of the Transportation code, and certificated under Section 44705 of the Transportation Code, is a "citizen of the United States" as such term is defined in Section 40102(a)(15) of the Transportation Code, is authorized to operate Saab 340A Aircraft pursuant to FAR Part 135 and possesses all necessary material certificates, franchises, licenses, permits, authorizations, rights, concessions and consents of or from all applicable governmental authorities or agencies of the United States, including, without limitation, the FAA, that are required for the operation of the Aircraft, routes flown by Sublessee and the conduct of its business requires as now being conducted; 7.12 Sublessee is not in material default and no condition exists that with notice, or lapse of time or both would constitute a material default by Sublessee under any mortgage, deed 9 of trust, indenture, security, loan agreement or other instrument or agreement or evidence of any obligation for borrowed money, to which Sublessee is a party or by which any of its properties or assets may be bound; and 7.13 Sublessee's chief executive office and the place where it keeps its corporate records is at 0000 Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000. The offices where it keeps its records concerning the Aircraft and all contracts relating thereto are located at 0000 Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 and at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000. The Aircraft will be based in either Akron, Summit County, Ohio or Indianapolis, Xxxxxx County, Indiana, and the components of the Aircraft which are not attached to or customarily installed on the Aircraft, will be so qualifiedlocated in Indianapolis, Xxxxxx County, Indiana.

REPRESENTATIONS AND WARRANTIES OF SUBLESSEE. Sublessee hereby represents and warrants to Sublessor that the following are true and correct as of the Effective Date, and shall be true and correct (and deemed to have been restated) as of the Final Delivery Date: 15.3.1 Sublessee is a corporation, duly organized, validly existing and in good standing in the State of Delaware, with the corporate power to conduct its business as now conducted, to own or hold under lease its property, to sublease the Premises and to enter into and perform all of its obligations under this Sublease. 15.3.2 This Sublease has been duly authorized by all necessary corporate action on the date hereof: (a) part of Sublessee and has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (together, the "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Equipment is or is to be located. (b) The Documents have been duly authorized, executed and delivered by Sublessee Sublessee, and constitute validthe execution, legal delivery and binding agreements, enforceable in accordance with their terms, except to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance hereof by Sublessee of the Documents except such as have already been obtained. (d) The entry into and performance by Sublessee of the Documents will not: , (i) violate require any approval of the stockholders of Sublessee or any approval or consent of any trustee or holder of any indebtedness or obligation of Sublessee, or of any other third party, other than such consents and approvals as have been obtained, (ii) contravene any Applicable Laws binding on Sublessee or (iii) contravene or result in any breach of or constitute any default with or without notice and/or passage of time under Sublessee’s charter or by-laws or other organizational documents, or any indenture, judgment, order, law decree, mortgage, loan agreement, contract, partnership or regulation applicable joint venture agreement, lease or other agreement or instrument to which Sublessee is a party or by which Sublessee or any provision of Sublessee's articles of incorporationits property is bound, charter or by-laws; or (ii) result in any breach of, constitute a default under or result in the creation of any lien, charge, security interest or other encumbrance lien upon any Equipment pursuant of the property of Sublessee. 15.3.3 All governmental approvals required in connection with the execution, delivery and performance by Sublessee of this Sublease, have been obtained, given or made, including, without limitation, obtaining all approvals from any federal, state, county and municipal regulatory authorities. 15.3.4 No bankruptcy, reorganization, arrangement or insolvency proceedings are pending, threatened or contemplated by Sublessee, and Sublessee has not made a general assignment for the benefit of creditors. 15.3.5 There is not now pending or, to Sublessee’s knowledge, threatened, any indentureaction, mortgagesuit or proceeding, deed legal, equitable or otherwise, before any court or governmental agency or body which might adversely affect Sublessee’s ability to perform its obligations hereunder. 15.3.6 Except for its agreement with Xxxxx Xxxx LaSalle, Sublessee has entered into no other commission agreement with any third party with respect to the Sublease. 15.3.7 Neither the execution and delivery of trustthis Sublease, bank loan nor the provisions hereof will result (either immediately or credit after the passage of time and/or the giving of notice) in breach or default by Sublessee under any agreement or other instrument (other than this Agreement) to which Sublessee is a partyparty or by which Sublessee may be bound or which would have an effect upon Sublessee’s ability to perform fully its obligations under this Sublease. (e) There are no suits 15.3.8 The existing lease of Sublessee at Centennial Campus, Raleigh, NC shall not prohibit or proceedings pending or threatened in court or before any commission, board or other administrative agency against or affecting Sublessee, which will have a material adverse effect on adversely affect the ability of Sublessee to fulfill perform its duties and obligations under this Agreementhereunder. (f) 15.3.9 Sublessee is and will be at all times validly existing and in good standing under the laws not take or permit any Sublessee Party to take any action which will cause any of the state of its incorporation (specified in the first sentence of this Agreement) and is in good standing and qualified as a foreign corporation in (i) each jurisdiction in which the Equipment is foregoing representations or will be located and (ii) in such jurisdictions where Sublessee's ownership or lease of property or the conduct of its business requires it warranties to be so qualifieduntrue in any material respect on the Final Delivery Date.