AGAINST, OR, TO
THE KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING, THE COMPANY OR
ANY OF ITS PROPERTIES OR RIGHTS, AT LAW OR IN EQUITY, BEFORE OR BY ANY COURT,
ARBITRATOR, PANEL, COMMISSION OR OTHER GOVERNMENT AUTHORITY AND (II) THE COMPANY
IS NOT OPERATING UNDER, OR SUBJECT TO, ANY JUDGMENT, DECREE, WRIT, INJUNCTION,
RULING, AWARD, STIPULATION, DETERMINATION OR ORDER (COLLECTIVELY, "JUDGMENTS")
OF ANY GOVERNMENT AUTHORITY.
(B)
THE BUSINESS OF THE COMPANY HAS BEEN AND IS BEING CONDUCTED IN ALL
MATERIAL RESPECTS IN COMPLIANCE WITH ALL APPLICABLE LAWS, OPERATING
CERTIFICATES, COMMON CARRIER OBLIGATIONS, AIRWORTHINESS DIRECTIVES, FEDERAL
AVIATION REGULATIONS, AND ALL APPLICABLE RULES, REGULATIONS, DIRECTIVES AND
POLICIES OF ANY GOVERNMENT AUTHORITY.
(C)
THE COMPANY HAS, AND IS IN ALL MATERIAL RESPECTS IN COMPLIANCE
WITH, ALL PERMITS REQUIRED, ISSUED OR GRANTED BY ALL APPLICABLE LAWS AND ALL
APPLICABLE RULES, REGULATIONS, DIRECTIONS OR POLICIES OF ANY GOVERNMENT
AUTHORITIES.
SCHEDULE 2.8(C) LISTS ALL MATERIAL PERMITS OWNED OR HELD BY THE
COMPANY.
THE COMPANY OWNS OR HOLD ALL PERMITS MATERIAL TO THE CONDUCT OF ITS
BUSINESS.
NO EVENT HAS OCCURRED AND IS CONTINUING WHICH PERMITS, OR AFTER
NOTICE OR LAPSE OF TIME OR BOTH WOULD PERMIT, ANY MODIFICATION, REVOCATION,
NON-RENEWAL OR TERMINATION OF ANY PERMIT HELD BY THE COMPANY.
THE COMPANY HAS
NOT RECEIVED ANY WRITTEN NOTICE ASSERTING ANY NONCOMPLIANCE WITH ANY PERMIT.
2.9
REAL PROPERTY.
(A)
THE COMPANY DOES NOT OWN ANY REAL PROPERTY.
(B)
SCHEDULE 2.9(B)-1 LISTS ALL REAL PROPERTY LEASES.
THE REAL
PROPERTY DESCRIBED ON SCHEDULE 2.9(B)-1 IS REFERRED TO AS THE "LEASED REAL
PROPERTY."
COPIES OF ALL WRITTEN (AND SUMMARIES OF ALL ORAL) REAL PROPERTY
LEASES HAVE BEEN PROVIDED TO BUYER PRIOR TO THE DATE OF THIS AGREEMENT.
SUBJECT
TO ASSUMPTION UNDER BANKRUPTCY LAW, (I) EACH OF THE REAL PROPERTY LEASES IS IN
FULL FORCE AND EFFECT, AND (II) THE COMPANY HAS THE RIGHT TO CONDUCT BUSINESS IN
EACH LEASED REAL PROPERTY FOR THE REMAINING TERM OF THE APPLICABLE REAL PROPERTY
LEASE.
THE LEASED REAL PROPERTIES AND THEIR CONDITION ARE ADEQUATE FOR THE USES
FOR WHICH THEY ARE USED BY THE COMPANY.
ALL OPTIONS TO RENEW, RIGHTS OF FIRST
OFFER AND RIGHTS OF FIRST REFUSAL WITH REGARD TO THE REAL PROPERTY LEASES,
EXERCISABLE PRIOR TO THE CLOSING HAVE BEEN PROPERLY EXERCISED.
PRIOR TO THE
DATE OF THIS AGREEMENT, THE COMPANY HAS DELIVERED TO BUYER COPIES OF ALL
SUBLEASES WITH RESPECT TO ANY REAL PROPERTY LEASE (COLLECTIVELY, THE
"SUBLEASES") ENTERED INTO BY THE COMPANY
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(ALL OF WHICH ARE LISTED ON SCHEDULE 2.9(B)-2).
ALL SUBLEASES ARE IN FULL FORCE
AND EFFECT, AND ALL NECESSARY CONSENTS WITH RESPECT THERETO HAVE BEEN OBTAINED.
2.10
AIRCRAFT.
(A)
SCHEDULE 2.10(A) SETS FORTH A TRUE AND COMPLETE LIST OF ALL
AIRCRAFT OWNED OR LEASED BY THE COMPANY (SUCH AIRCRAFT, TOGETHER WITH THEIR
ENGINES, AND ANY PARTS, COMPONENTS, INSTRUMENTS, APPURTENANCES, ACCESSORIES,
FURNISHINGS AND OTHER EQUIPMENT ATTACHED OR RELATING TO SUCH AIRCRAFT OR ENGINES
ARE COLLECTIVELY REFERRED TO HEREIN AS THE "AIRCRAFT"), INCLUDING THE TYPE AND
AIRCRAFT NUMBER OF EACH SUCH AIRCRAFT AND THE DATE THE COMPANY PLACED