Common use of Flight Service Clause in Contracts

Flight Service. During the term of this Agreement, Mesa shall operate America West Express air transportation services (the “Flight Services”), using the Fleet of Aircraft established pursuant to Section 2.2, to and from the cities and based upon the schedule established from time to time by AWA (the “Schedule”) in written notice to Mesa (a “Schedule Notice”). For purposes of this Agreement, “Flights” means flights operated pursuant to the Schedule. AWA may change the Schedule by issuance of a Schedule Notice at any time. When creating a Schedule, AWA shall: (i) take into account Mesa’s aircraft maintenance requirements; (ii) create a Schedule which will permit Mesa to schedule flight crews in a manner consistent with industry operational practices; (iii) schedule block times based on AWA’s internal block time policy; (iv) provide for the following turn times: (a) in a hub location: 20 minutes for Beech 1900s and Dash 8s and 25 minutes for CRJs; and (b) in other stations: 10 minutes for Beech 1900s, 15 minutes for Dash 8s and 20 minutes for CRJs; (v) take into account airport facilities available for Aircraft handling; (vi) provide for maintenance as required by Section 2.6.3 and scheduled heavy maintenance on Aircraft as required from time to time; and (vii) provide for at least 45 days prior notice of any holiday cancellations. Mesa shall implement all changes in the Schedule contained in a Schedule Notice in accordance with AWA’s scheduling requirements within 60 days after receipt of a Schedule Notice. Mesa or any of its affiliates shall not provide any flight service for any other airline for flights that originate in or end in Phoenix, Arizona. So long as Air Midwest (“AM”) is a wholly-owned subsidiary of Mesa Air Group, Inc., Mesa may subcontract with AM for the performance of those Flight Services, Other Services (as hereinafter defined), and other related obligations under this Agreement, which are to be performed by Mesa using the Beech 1900s (the “AM Services”). Mesa has delivered to AWA an assumption agreement pursuant to which AM agrees to perform all the duties and obligations of Mesa under this Agreement relating to the AM Services and to be bound by all of the liabilities, obligations, and duties of Mesa under this Agreement applicable to the AM Services, including, without limitation, the providing of flights, maintenance of aircraft, compliance with laws, maintenance of insurance and indemnification of AWA (the “Assumption Agreement”). AWA shall have no duty, obligation or liability to AM under this Agreement. All payments for the use and operation of the Beech 1900 Subfleet to be made by AWA under this Agreement shall be paid to Mesa. Mesa shall pay all sums payable to AM for the operation of the Beech 1900 Subfleet pursuant to a separate agreement between AM and Mesa to which AWA is not a party. Notwithstanding the foregoing, Mesa shall not be released, discharged, or relieved from any duties, liabilities or obligations set forth in this Agreement, including those arising from the AM Services performed by AM. AM shall be deemed a subcontractor of Mesa, and Mesa shall cause AM’s performance of the AM Services to comply with all relevant terms and conditions of this Agreement. If either: (i) AM ceases to be a wholly-owned subsidiary of Mesa Air Group, Inc.; or (ii) AM fails to comply with the terms and conditions of this Agreement as required by the Assumption Agreement, then Mesa, within thirty (30) days after receipt of written notice from AWA, shall terminate the subcontractor relationship with AM, acquire the Beech 1900 Subfleet and perform the duties and obligations applicable to the Beech 1900 Subfleet pursuant to this Agreement. Mesa, with the prior written consent of AWA, which consent shall not be unreasonably withheld, delayed or conditioned, may subcontract with a wholly-owned subsidiary of Mesa Air Group, Inc. for the performance of certain Flight Services, Other Services and other related obligations under this Agreement, which are to be performed by Mesa using certain Aircraft on terms and conditions similar to the terms and conditions applicable to the subcontracting of the AM Services (the “Subcontracting of Services”). If AWA consents to the Subcontracting of Services, then AWA and Mesa shall execute an amendment to this Agreement permitting the Subcontracting of Services and setting forth the terms and conditions pursuant to which the Subcontracting of Services may occur (the “Subcontracting Amendment”). The Subcontracting of Services shall not occur until the Subcontracting Amendment and any documents required from the wholly-owned subsidiary have been executed by Mesa and the affiliate and delivered by AWA. AM and any other affiliate to which services are subcontracted under this Agreement are referred to as the “Affiliated Service Providers.”

Flight Service. During the term of this Agreement, Mesa shall operate America West Express air transportation services (the “"Flight Services”"), using the Fleet of Aircraft established pursuant to Section 2.2, to and from the cities and based upon the schedule established from time to time by AWA (the “"Schedule”") in written notice to Mesa (a “"Schedule Notice”"). For purposes of this Agreement, “"Flights” " means flights operated pursuant to the Schedule. AWA may change the Schedule by issuance of a Schedule Notice at any time. When creating a Schedule, AWA shall: (i) take into account Mesa’s 's aircraft maintenance requirements; (ii) create a Schedule which will permit Mesa to schedule flight crews in a manner consistent with industry operational practices; (iii) schedule block times based on AWA’s 's internal block time policy; (iv) provide for the following turn times: (a) in a hub location: 20 minutes for Beech 1900s and Dash 8s and 25 minutes for CRJs; and (b) in other stations: 10 minutes for Beech 1900s, 15 minutes for Dash 8s and 20 minutes for CRJs; (v) take into account airport facilities available for Aircraft handling; (vi) provide for maintenance as required by Section 2.6.3 and scheduled heavy maintenance on Aircraft as required from time to time; and (vii) provide for at least 45 days prior notice of any holiday cancellations. Mesa shall implement all changes in the Schedule contained in a Schedule Notice in accordance with AWA’s 'S scheduling requirements within 60 days after receipt of a Schedule Notice. Mesa or any of its affiliates shall not provide any flight service for any other airline for flights that originate in or end in Phoenix, Arizona. So long as Air Midwest (“AM”) is a wholly-owned subsidiary of Mesa Air Group, Inc., Mesa may subcontract with AM for the performance of those Flight Services, Other Services (as hereinafter defined), and other related obligations under this Agreement, which are to be performed by Mesa using the Beech 1900s (the “AM Services”). Mesa has delivered to AWA an assumption agreement pursuant to which AM agrees to perform all the duties and obligations of Mesa under this Agreement relating to the AM Services and to be bound by all of the liabilities, obligations, and duties of Mesa under this Agreement applicable to the AM Services, including, without limitation, the providing of flights, maintenance of aircraft, compliance with laws, maintenance of insurance and indemnification of AWA (the “Assumption Agreement”). AWA shall have no duty, obligation or liability to AM under this Agreement. All payments for the use and operation of the Beech 1900 Subfleet to be made by AWA under this Agreement shall be paid to Mesa. Mesa shall pay all sums payable to AM for the operation of the Beech 1900 Subfleet pursuant to a separate agreement between AM and Mesa to which AWA is not a party. Notwithstanding the foregoing, Mesa shall not be released, discharged, or relieved from any duties, liabilities or obligations set forth in this Agreement, including those arising from the AM Services performed by AM. AM shall be deemed a subcontractor of Mesa, and Mesa shall cause AM’s performance of the AM Services to comply with all relevant terms and conditions of this Agreement. If either: (i) AM ceases to be a wholly-owned subsidiary of Mesa Air Group, Inc.; or (ii) AM fails to comply with the terms and conditions of this Agreement as required by the Assumption Agreement, then Mesa, within thirty (30) days after receipt of written notice from AWA, shall terminate the subcontractor relationship with AM, acquire the Beech 1900 Subfleet and perform the duties and obligations applicable to the Beech 1900 Subfleet pursuant to this Agreement. Mesa, with the prior written consent of AWA, which consent shall not be unreasonably withheld, delayed or conditioned, may subcontract with a wholly-owned subsidiary of Mesa Air Group, Inc. for the performance of certain Flight Services, Other Services and other related obligations under this Agreement, which are to be performed by Mesa using certain Aircraft on terms and conditions similar to the terms and conditions applicable to the subcontracting of the AM Services (the “Subcontracting of Services”). If AWA consents to the Subcontracting of Services, then AWA and Mesa shall execute an amendment to this Agreement permitting the Subcontracting of Services and setting forth the terms and conditions pursuant to which the Subcontracting of Services may occur (the “Subcontracting Amendment”). The Subcontracting of Services shall not occur until the Subcontracting Amendment and any documents required from the wholly-owned subsidiary have been executed by Mesa and the affiliate and delivered by AWA. AM and any other affiliate to which services are subcontracted under this Agreement are referred to as the “Affiliated Service Providers.”

Flight Service. During the term of this Agreement, Mesa shall operate America West Express air transportation services (the “"Flight Services”"), using the Fleet of Aircraft established pursuant to Section 2.2, to and from the cities and based upon the schedule established from time to time by AWA (the “"Schedule”") in written notice to Mesa (a “"Schedule Notice”"). For purposes of this Agreement, “"Flights” " means flights operated pursuant to the Schedule. AWA may change the Schedule by issuance of a Schedule Notice at any time. When creating a Schedule, AWA shall: (i) take into account Mesa’s 's aircraft maintenance requirements; (ii) create a Schedule which will permit Mesa to schedule flight crews in a manner consistent with industry operational practices; (iii) schedule block times based on AWA’s 's internal block time policy; (iv) provide for the following turn times: (a) in a hub location: 20 minutes for Beech 1900s and Dash 8s and 25 minutes for CRJs; and (b) in other stations: 10 minutes for Beech 1900s, 15 minutes for Dash 8s and 20 minutes for CRJs; (v) take into account airport facilities available for Aircraft handling; (vi) provide for maintenance as required by Section 2.6.3 and scheduled heavy maintenance on Aircraft as required from time to time; and (vii) provide for at least 45 days prior notice of any holiday cancellations. Mesa shall implement all changes in the Schedule contained in a Schedule Notice in accordance with AWA’s 's scheduling requirements within 60 days after receipt of a Schedule Notice. Mesa or any of its affiliates shall not provide any flight service for any other airline for flights that originate in or end in Phoenix, Arizona. So long as Air Midwest (“"AM”") is a wholly-owned subsidiary of Mesa Air Group, Inc., Mesa may subcontract with AM for the performance of those Flight Services, Other Services (as hereinafter defined), and other related obligations under this Agreement, which are to be performed by Mesa using the Beech 1900s (the “"AM Services”"). Mesa has delivered to AWA an assumption agreement pursuant to which AM agrees to perform all the duties and obligations of Mesa under this Agreement relating to the AM Services and to be bound by all of the liabilities, obligations, and duties of Mesa under this Agreement applicable to the AM Services, including, without limitation, the providing of flights, maintenance of aircraft, compliance with laws, maintenance of insurance and indemnification of AWA (the “"Assumption Agreement”"). AWA shall have no duty, obligation or liability to AM under this Agreement. All payments for the use and operation of the Beech 1900 Subfleet to be made by AWA under this Agreement shall be paid to Mesa. Mesa shall pay all sums payable to AM for the operation of the Beech 1900 Subfleet pursuant to a separate agreement between AM and Mesa to which AWA is not a party. Notwithstanding the foregoing, Mesa shall not be released, discharged, or relieved from any duties, liabilities or obligations set forth in this Agreement, including those arising from the AM Services performed by AM. AM shall be deemed a subcontractor of Mesa, and Mesa shall cause AM’s 's performance of the AM Services to comply with all relevant terms and conditions of this Agreement. If either: (i) AM ceases to be a wholly-owned subsidiary of Mesa Air Group, Inc.; or (ii) AM fails to comply with the terms and conditions of this Agreement as required by the Assumption Agreement, then Mesa, within thirty (30) days after receipt of written notice from AWA, shall terminate the subcontractor relationship with AM, acquire the Beech 1900 Subfleet and perform the duties and obligations applicable to the Beech 1900 Subfleet pursuant to this Agreement. Mesa, with the prior written consent of AWA, which consent shall not be unreasonably withheld, delayed or conditioned, may subcontract with a wholly-owned subsidiary of Mesa Air Group, Inc. for the performance of certain Flight Services, Other Services and other related obligations under this Agreement, which are to be performed by Mesa using certain Aircraft on terms and conditions similar to the terms and conditions applicable to the subcontracting of the AM Services (the “"Subcontracting of Services”"). If AWA consents to the Subcontracting of Services, then AWA and Mesa shall execute an amendment to this Agreement permitting the Subcontracting of Services and setting forth the terms and conditions pursuant to which the Subcontracting of Services may occur (the “"Subcontracting Amendment”"). The Subcontracting of Services shall not occur until the Subcontracting Amendment and any documents required from the wholly-owned subsidiary have been executed by Mesa and the affiliate and delivered by AWA. AM and any other affiliate to which services are subcontracted under this Agreement are referred to as the “"Affiliated Service Providers.”"

Flight Service. During the term of this Agreement, Mesa shall operate America West Express air transportation services (the “Flight Services”), using the Fleet of Aircraft established pursuant to Section 2.2, to and from the cities and based upon the schedule established from time to time by AWA (the “Schedule”) in written notice to Mesa (a “Schedule Notice”). For purposes of this Agreement, “Flights” means flights operated pursuant to the Schedule. AWA may change the Schedule by issuance of a Schedule Notice at any time. When creating a Schedule, AWA shall: (i) take into account Mesa’s aircraft maintenance requirements; (ii) create a Schedule which will permit Mesa to schedule flight crews in a manner consistent with industry operational practices; (iii) schedule block times based on AWA’s internal block time policy; (iv) provide for the following turn times: (a) in a hub location: 20 minutes for Beech 1900s and Dash 8s and 25 minutes for CRJs; and (b) in other stations: 10 minutes for Beech 1900s, 15 minutes for Dash 8s and 20 minutes for CRJs; (v) take into account airport facilities available for Aircraft handling; (vi) provide for maintenance as required by Section 2.6.3 and scheduled heavy maintenance on Aircraft as required from time to time; and (vii) provide for at least 45 days prior notice of any holiday cancellations. Mesa shall implement all changes in the Schedule contained in a Schedule Notice in accordance with AWA’s scheduling requirements within 60 days after receipt of a Schedule Table of Contents Notice. Mesa or any of its affiliates shall not provide any flight service for any other airline for flights that originate in or end in Phoenix, Arizona. So long as Air Midwest (“AM”) is a wholly-owned subsidiary of Mesa Air Group, Inc., Mesa may subcontract with AM for the performance of those Flight Services, Other Services (as hereinafter defined), and other related obligations under this Agreement, which are to be performed by Mesa using the Beech 1900s (the “AM Services”). Mesa has delivered to AWA an assumption agreement pursuant to which AM agrees to perform all the duties and obligations of Mesa under this Agreement relating to the AM Services and to be bound by all of the liabilities, obligations, and duties of Mesa under this Agreement applicable to the AM Services, including, without limitation, the providing of flights, maintenance of aircraft, compliance with laws, maintenance of insurance and indemnification of AWA (the “Assumption Agreement”). AWA shall have no duty, obligation or liability to AM under this Agreement. All payments for the use and operation of the Beech 1900 Subfleet to be made by AWA under this Agreement shall be paid to Mesa. Mesa shall pay all sums payable to AM for the operation of the Beech 1900 Subfleet pursuant to a separate agreement between AM and Mesa to which AWA is not a party. Notwithstanding the foregoing, Mesa shall not be released, discharged, or relieved from any duties, liabilities or obligations set forth in this Agreement, including those arising from the AM Services performed by AM. AM shall be deemed a subcontractor of Mesa, and Mesa shall cause AM’s performance of the AM Services to comply with all relevant terms and conditions of this Agreement. If either: (i) AM ceases to be a wholly-owned subsidiary of Mesa Air Group, Inc.; or (ii) AM fails to comply with the terms and conditions of this Agreement as required by the Assumption Agreement, then Mesa, within thirty (30) days after receipt of written notice from AWA, shall terminate the subcontractor relationship with AM, acquire the Beech 1900 Subfleet and perform the duties and obligations applicable to the Beech 1900 Subfleet pursuant to this Agreement. Mesa, with the prior written consent of AWA, which consent shall not be unreasonably withheld, delayed or conditioned, may subcontract with a wholly-owned subsidiary of Mesa Air Group, Inc. for the performance of certain Flight Services, Other Services and other related obligations under this Agreement, which are to be performed by Mesa using certain Aircraft on terms and conditions similar to the terms and conditions applicable to the subcontracting of the AM Services (the “Subcontracting of Services”). If AWA consents to the Subcontracting of Services, then AWA and Mesa shall execute an amendment to this Agreement permitting the Subcontracting of Services and setting forth the terms and conditions pursuant to which the Subcontracting of Services may occur (the “Subcontracting Amendment”). The Subcontracting of Services shall not occur until the Subcontracting Amendment and any documents required from the wholly-owned subsidiary have been executed by Mesa and the affiliate and Table of Contents delivered by AWA. AM and any other affiliate to which services are subcontracted under this Agreement are referred to as the “Affiliated Service Providers.”