Common use of Compliance with Law; Litigation; Injunctions Clause in Contracts

Compliance with Law; Litigation; Injunctions. The Company is in compliance with all applicable Laws and Orders and the terms of all Permits, except (i) as set forth in Section 3.7 of the Disclosure Letter and (ii) for failures to be in compliance the existence of which and cost of remedying would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except for the matters set forth in Section 3.7 of the Disclosure Letter, as of the date of this Agreement, (i) there is no action, suit, arbitration or other judicial or administrative proceeding pending or, to Seller’s Knowledge, threatened against the Company, at law or in equity, before any Governmental Authority which is reasonably likely to result in a liability of the Company of $100,000 or more and has not been reflected, reserved against or otherwise disclosed in the Balance Sheet in accordance with GAAP or which would affect the legality, validity or enforceability of this Agreement or the Ancillary Instruments or the consummation of the transactions contemplated hereby or thereby and (ii) the Company is not a party to, and none of the Company and the Company’s assets or properties are subject to or bound by, any Order which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or which would affect the legality, validity or enforceability of this Agreement or the Ancillary Instruments or the consummation of the transactions contemplated hereby or thereby. The Company’s DOT certificate of public convenience and necessity and FAA operating certificate (the “Operating Certificates”) are each in full force and effect subject to their respective terms. The Company has not received from the FAA, the DOT or any other Governmental Authority any outstanding notice of cancellation, modification, suspension, revocation or termination with respect to the Operating Certificates, nor to Seller’s Knowledge, has the FAA, the DOT or any other Governmental Authority threatened any such revocation, cancellation, modification, suspension or termination.