Common use of By Continental for Breach Clause in Contracts

By Continental for Breach. Continental may terminate this Agreement, upon [*] prior written notice, upon the occurrence of (x) a material breach of this Agreement by Contractor as described in clause (ii) below, which breach shall not have been cured, or (y) a breach of the guarantee executed by Parent pursuant to Section 10.15. Continental may terminate this Agreement upon the occurrence of any other material breach of this Agreement by Contractor, which breach shall not have been cured within [*] after written notice of such breach is delivered by Continental to Contractor (which [*] notice period may run concurrently with the [*] notice period, if any, provided pursuant to Section 4.03 for non-safety-related breaches). The parties hereto agree that, without limiting the circumstances or events that may constitute a material breach, each of the following shall constitute a material breach of this Agreement by Contractor: (i) the occurrence of a System Flight Disruption, (ii) a reasonable and good faith determination by Continental, using recognized standards of safety, that there is a material safety concern with the operation of any Scheduled Flights, (iii) the grounding of any of the Contractor Fleets by regulatory or court order or other governmental action, (iv) beginning [*], a Controllable Flight Completion for any [*] of [*] or below (v)beginning [*], an On-Time Departure Rate for any [*] of [*] or below (vi) Contractor enters into a new codeshare with another airline in breach of Exhibit D.6 and (vii) Contractor breaches its obligations contained in Section 5.01. In the event that Continental shall not have delivered written notice of termination pursuant to this Section 8.02(b) within four months after Continental receives written notice from Contractor of any material breach of this Agreement by Contractor, then Continental shall be conclusively deemed to have waived any right to terminate this Agreement based upon such breach; provided that such waiver shall not apply to any subsequent or continuing breach.

By Continental for Breach. Continental may terminate this Agreement, upon [*] two Business Days prior written notice, upon the occurrence of (x) a material breach of this Agreement by Contractor as described in clause (ii) below, which breach shall not have been cured, or (y) a breach of the guarantee executed by Parent pursuant to Section 10.15. Continental may terminate this Agreement upon the occurrence of any other material breach of this Agreement by Contractor, which breach shall not have been cured within [*] 60 days after written notice of such breach is delivered by Continental to Contractor (which [*] 60-day notice period may run concurrently with the [*] 15-day notice period, if any, provided pursuant to Section 4.03 for non-safety-related breaches). The parties hereto agree that, without limiting the circumstances or events that may constitute a material breach, each of the following shall constitute a material breach of this Agreement by Contractor: (i) the occurrence of a System Flight Disruption, (ii) a reasonable and good faith determination by Continental, using recognized standards of safety, that there is a material safety concern with the operation of any Scheduled Flights, (iii) the grounding of any of the Contractor Fleets by regulatory or court order or other governmental action, (iv) beginning [*], a Controllable Flight Completion Factor for any [*] 2 consecutive calendar months of [*] or below (v)beginning [*]excluding any cancellations resulting from a Labor Strike, an labor slowdown or other similar action) and (v) a Controllable On-Time Departure Rate (excluding any delays resulting from a Labor Strike, labor slowdown or other similar action) for any [*] 2 consecutive calendar months of [*] or below (vi) Contractor enters into a new codeshare with another airline in breach of Exhibit D.6 and (vii) Contractor breaches its obligations contained in Section 5.01below. In the event that Continental shall not have delivered written notice of termination pursuant to this Section 8.02(b) within four months after Continental receives written notice from Contractor of any material breach of this Agreement by Contractor, then Continental shall be conclusively deemed to have waived any right to terminate this Agreement based upon such breach; provided that such waiver shall not apply to any subsequent or continuing breach.

By Continental for Breach. Continental may terminate this Agreement, upon [*] by providing written notice to Contractor (with or without any prior written notice), upon the occurrence of (x) a material breach of this Agreement by Contractor as described in clause (ii) below, which breach shall not have been cured, or (y) a breach of the guarantee executed by Parent pursuant to Section 10.15. Continental may terminate this Agreement Agreement, by providing written notice to Contractor, upon the occurrence of any other material breach of this Agreement by Contractor, which breach shall not have been cured within [*] 60 days (or 15 days in the case of clause (x) below) after written notice of such breach is delivered by Continental to Contractor (which [*] notice period may run concurrently with the [*] 15-day notice period, if any, provided pursuant to Section 4.03 for non-safety-related breaches). Any such written notice delivered pursuant to the foregoing sentences shall specify the Termination Date (subject to the provisions of this Article VIII). The parties hereto agree that, without limiting the circumstances or events that may constitute a material breach, each of the following shall constitute a material breach of this Agreement by Contractor: (i) the occurrence of a System Flight Disruption, (ii) a reasonable and good faith determination by Continental, using recognized standards of safety, that there is a material safety concern with the operation of any Scheduled Flights, (iii) the grounding of any of the Contractor Fleets Fleet by regulatory or court order or other governmental action, other than a non-carrier specific grounding, (iv) beginning [*], a Controllable Flight Completion Cancellation Factor for any [two consecutive calendar months of *] of [*] *% or below below, (v)beginning [*], an v) a Controllable On-Time Departure Rate for any [two consecutive calendar months of *] of [*] *% or below below, (vi) concurrent material defaults by Contractor enters into under ten or more Covered Aircraft Subleases or a new codeshare with another airline material default under any other Ancillary Agreement that, in breach either case, materially adversely affects Contractor’s performance of Exhibit D.6 its obligations under this Agreement or any Ancillary Agreement and is not cured during any applicable cure period, (vii) a material default by Contractor breaches its obligations contained under any Flight Hour Agreement that adversely affects the maintenance of any Covered Aircraft, Charter Aircraft or United Aircraft, any material maintenance reserve provided for under such agreement, or the maintenance costs under such agreement, which default is not cured during any applicable cure period, (viii) a Change of Control shall occur to which Continental shall not have consented in Section 5.01writing in advance, (ix) a Prohibited Transfer shall occur or (x) the non-carrier specific grounding of any Contractor Fleet by regulatory or court order or other governmental action. In the event that Continental shall not have delivered written notice of termination pursuant to this Section 8.02(b) within four months after the later of (A) the date upon which Continental receives written notice from Contractor of any material breach of this Agreement by ContractorContractor and (B) such event is no longer continuing, then Continental shall be conclusively deemed to have waived any right to terminate this Agreement based upon such breach; provided that such waiver shall not apply to any subsequent or continuing breach. Notwithstanding the foregoing, the termination right attributable to an event described in clause (x) above shall be limited to the termination of this Agreement as it relates solely to the particular Contractor Fleet subject to such grounding.