Common use of Aircraft Operations Clause in Contracts

Aircraft Operations. (a) Set forth in Section 5.23(a) of the Seller Disclosure Letter is a correct and complete list of all aircraft (including airplanes and helicopters, but other than any aircraft that is an Excluded Asset) owned or leased by any Acquired Company (the “Aircraft”). With respect to each Aircraft, Section 5.23(a) of the Seller Disclosure Letter sets forth (i) the manufacturer model, (ii) the manufacturer’s serial number, (iii) the FAA registration number (or other Governmental Authority registration number, if applicable), (iv) the vintage, (v) a statement as to whether the Aircraft is owned or leased from a third party, (vi) the Acquired Company that owns the Aircraft or leases the Aircraft from a third party and (vii) with respect to each engine on an Aircraft, the manufacturer, model number and serial number of such engine. (b) Each of the Aircraft is airworthy within the meaning of 14CFR Part 3.5(a) and FAA Order 8130.2F. (c) Each current employee or Independent Contractor of the Acquired Companies has all required Permits, certifications, training or competencies for any flight, maintenance, operation or handling of Aircraft currently provided by such Person. (d) All Aircraft are properly registered on the FAA aircraft registry (or other applicable Governmental Authority registry) and have a validly issued FAA standard certificate of airworthiness without limitations of any kind that is in full force and effect (except for the period of time any Aircraft may be out of service and such certificate is suspended in connection therewith). Each Aircraft is free and clear of all Liens (other than Permitted Liens). All Aircraft have been, and are being, maintained in all material respects according to applicable regulatory standards and the maintenance program of the aircraft operator approved by the FAA. All records for each Aircraft (including, where applicable, back to birth records) are correct and complete and, other than for Aircraft leased from a third party, currently in the possession of Seller. (e) Set forth in Section 5.23(e) of the Seller Disclosure Letter is a correct and complete list, as of the date hereof, of (i) all Contracts (other than existing Aircraft leases, Government Contracts and Excluded Assets) pursuant to which any Acquired Company may purchase or lease aircraft or aircraft engines, including the manufacturer and model of all aircraft subject to each such Contract and (ii) all Contracts providing for the maintenance, storage, flight or handling of Aircraft (other than Government Contracts and Excluded Assets). Each Acquired Company is in compliance in all material respects with all of the Contracts set forth in Section 5.23(e) of the Seller Disclosure Letter to which it is a party, and each such Contract is a valid and binding agreement of the applicable Acquired Company and is in full force and effect in accordance with its terms, except as may be limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. (f) Each Acquired Company is a “citizen of the United States” as defined in the Federal Aviation Act. Presidential holds a valid and current Air Carrier Certificate pursuant to FAR Part 135 and a valid and current Operating Certificate pursuant to FAR Part 133. STI holds a valid and current Air Agency Certificate pursuant to FAR Part 145. Air Quest holds a valid and current Air Operator Certificate pursuant to FAR Part 125. (g) Each Acquired Company is in compliance in all material respects with all Laws applicable to Aircraft to which it is subject. No Acquired Company has received written notice since January 1, 2006 that alleges that such Acquired Company is not in compliance with any Law applicable to Aircraft to which it is subject, including any voluntary disclosures, enforcement notices, letters of investigation and notices of violations or proposed penalties that have not been corrected, remedied or otherwise resolved.

Aircraft Operations. (a) Set forth in Section 5.23(a) of the Seller Disclosure Letter is a correct and complete list of all aircraft (including airplanes and helicopters, but other than any aircraft that is an Excluded Asset) owned or leased by any Acquired Company (the “Aircraft”). With respect to each AircraftTransferred Helicopter, Section 5.23(a) of the Seller Disclosure Letter Schedule 3.25 sets forth (i) the manufacturer model, (ii) the manufacturer’s serial number, (iii) the FAA Canadian registration number m▇▇▇ (or other Governmental Authority registration number, if applicable), (iv) the vintage, (v) a statement as to whether the Aircraft is owned or leased from a third party, (vi) the Acquired Company VIH Entity that owns the Aircraft or leases the Aircraft from a third party and party, (vii) with respect to each engine on an Aircraft, the manufacturer, model number and serial number of such engine., (viii) the total number of flight hours accrued in the life of the aircraft and of each of such aircraft’s major components, and (ix) the information set forth in Exhibit H. (b) Each of the Aircraft Transferred Helicopters is airworthy within the meaning of 14CFR Part 3.5(a) V of the CARS and FAA Order 8130.2F.Chapter 529 of the Airworthiness Manual. (c) Each current employee or Independent Contractor of the Acquired Companies has all required Permits, certifications, training or competencies for any flight, maintenance, operation or handling of Aircraft currently provided by such Person. (d) All Aircraft are Transferred Helicopters is properly registered on the FAA aircraft registry (or other applicable Governmental Authority registry) Canadian Aircraft Registry and have has a validly issued FAA TCA standard certificate of airworthiness without limitations of any kind that is in full force and effect (except for the period of time any Aircraft may be out of service and such certificate is suspended in connection therewith)effect. Each Aircraft Transferred Helicopter is free and clear of all Liens (other than Permitted Liens)) and will be as of the Closing free and clear of all Liens other than Continuing Permitted Liens. All Aircraft Transferred Helicopters have been, and are being, maintained in all material respects according to applicable regulatory standards of the TCA and the maintenance program of the aircraft operator approved by the FAATCA. All records for each Aircraft Transferred Helicopter (including, where applicable, back to birth records) are correct and complete and, other than for Aircraft Transferred Helicopter leased from a third party, currently in the possession of Sellera VIH Entity. (ed) Set Schedule 3.25 sets forth in Section 5.23(e) of the Seller Disclosure Letter is a correct and complete list, as of the date hereofof this Agreement and to the extent relating to the Business, of (i) all Contracts (other than existing Aircraft leases, Government Contracts and Excluded Assets) pursuant to which any Acquired Company VIH Entity may purchase or lease aircraft Aircraft or aircraft Aircraft engines, including the manufacturer and model of all aircraft Aircraft subject to each such Contract and (ii) all Contracts providing for the maintenance, service, storage, flight or handling of Aircraft or any Part (other than Government Contracts and Excluded Assets). Each Acquired Company VIH Entity is in compliance in all material respects with all of the Contracts set forth in Section 5.23(e) of the Seller Disclosure Letter Schedule 3.25 to which it is a party, and each such Contract is a valid and binding agreement of the applicable Acquired Company VIH Entity and is in full force and effect in accordance with its terms, except as may be limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. (fe) Each Acquired The Company is a “citizen of the United StatesCanadian” as defined in Section 55(1) of the Federal Aviation Act. Presidential holds a valid CTA and current Air Carrier Certificate pursuant to FAR Part 135 and a valid and current Operating Certificate pursuant to FAR Part 133. STI holds a valid and current Air Agency Certificate pursuant to FAR Part 145. Air Quest holds a valid and current Air Operator Certificate issued pursuant to FAR Part 125VII of the CARs, a valid and current License (Domestic Service) issued pursuant to Section 61 of the CTA, a valid and current License (Non-Scheduled International Service) issued pursuant to Section 73 of the CTA and a valid and current Air Maintenance Operator Certificate IE: AMO. Copies of all such Licenses and certificates have been previously provided to Purchasers. (g) Each Acquired Company is in compliance in all material respects with all Laws applicable to Aircraft to which it is subject. No Acquired Company has received written notice since January 1, 2006 that alleges that such Acquired Company is not in compliance with any Law applicable to Aircraft to which it is subject, including any voluntary disclosures, enforcement notices, letters of investigation and notices of violations or proposed penalties that have not been corrected, remedied or otherwise resolved.