Common use of Operation of Scheduled Flights Clause in Contracts

Operation of Scheduled Flights. (a) Subject to the terms and conditions of this Agreement, the Operators shall use the Aircraft to operate Scheduled Flights and Charter Flights as shall be designated by Delta from time to time in Delta’s sole discretion. Delta, in its sole discretion, shall establish and publish all schedules for the Aircraft, including city-pairs served, frequencies, and timing of scheduled departures, taking into consideration the Aircraft type, maintenance requirements, crew training and scheduling requirements, aircraft rotation requirements, applicable route and slot or other regulatory restrictions. So that the information can be properly disseminated to the Operators for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify each Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the commencement of such schedule. Each Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair in the preliminary schedule from Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to an Operator, Delta may assume responsibility for establishing the Aircraft block times for such Operator. Regardless of whether Delta or Operator establishes the Aircraft block times, such block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operators of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with the Operators to determine mutually optimal schedules. Each Operator shall operate its respective Aircraft in the city pairs designated by Delta, subject to the frequency and other scheduling requirements established by Delta from time to time in accordance with this Section 2.01. Delta and the Operators shall meet by October 1 each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and the Operators shall determine. Minimum turn times shall be set by Delta in conformity with standard industry practices and Aircraft type. (b) Subject to the prior written consent of Delta, which shall not be unreasonably withheld or delayed, from time to time, Mesaba may assign all of its rights and obligations under this Agreement with respect to the operation of one (1) or more of the Aircraft and Equipment related to such Aircraft to Pinnacle, provided that (i) any such assignment does not (w) negatively impact Pinnacle’s ability to perform its remaining obligations under the Second Amended and Restated Airline Services Agreement or the 0000 XXX-000 Xxxxx Xxxxxxxxxx Agreement, (x) negatively impact Mesaba’s ability to perform its obligations under the Second Amended and Restated Airline Services Agreement or the SAAB Agreement, (y) create an undue burden on Delta or (z) interfere with Delta's performance requirements or schedule of Scheduled Flights and Charter Flights; (ii) Pinnacle is an Affiliate of Mesaba and Parent at the time of any such assignment; (iii) Pinnacle assumes all of the rights and obligations of Mesaba hereunder with respect to the operation of such Aircraft and related Equipment; (iv) such assignment does not cause Mesaba to operate fewer than five (5) Aircraft and (v) Pinnacle shall reimburse Delta for all reasonable out-of-pocket costs and expenses incurred by Delta in connection with any such assignment, including without limitation, reasonable attorneys’ fees to prepare any and all documents required in connection with the movement of the aircraft to Pinnacle’s operating certificate and the costs for filing all required documents with the FAA. Upon the assignment by Mesaba to Pinnacle of all of its rights and obligations under this Agreement with respect to the operation of all Aircraft and Equipment related to such Aircraft in Mesaba’s fleet as of the Effective Date in accordance with this Section 2.01(b) (the “Final Aircraft Assignment Date”) without any further action by any Party, Mesaba shall automatically be terminated as a Party to this Agreement and shall have no further rights or obligations under this Agreement, provided that any such termination shall not relieve Mesaba from liability for any breach of this Agreement arising prior to the Final Aircraft Assignment Date. References to Mesaba herein shall thereafter be deemed to be references to Pinnacle. Notwithstanding the automatic release of Mesaba as provided above, if Pinnacle so requests, Delta shall promptly execute one or more documents evidencing such termination, in form and substance reasonably satisfactory to Delta.

Operation of Scheduled Flights. (a) Subject to the terms and conditions of this Agreement, the Operators each of Pinnacle and Mesaba shall use the Aircraft in such carrier’s fleet as of the Effective Date to operate Scheduled Flights and Charter Flights as shall be designated by Delta from time to time in Delta’s sole discretion. DeltaAll schedules and aircraft routing for such Scheduled Flights and all utilization of the Aircraft shall be determined by Delta from time to time, in its sole discretion, shall establish and publish all schedules for subject to the Aircraft, including city-pairs served, frequencies, and timing reasonable operating constraints of scheduled departures, Pinnacle and/or Mesaba (as applicable) taking into consideration the Aircraft typereasonable maintenance, maintenance requirementscrew scheduling, crew training and scheduling requirements, aircraft Aircraft rotation requirements, applicable route and slot or other regulatory restrictions. So that the information can be properly disseminated to the Operators for pilot and flight attendant staffing, and related operational requirements, Delta will, from time to time, notify each Operator of the preliminary schedule times, frequencies and related information for the Aircraft no later than seventy-five (75) days prior to the commencement of such schedule. Each Operator shall provide to Delta the proposed block times for the Aircraft, Aircraft performance analysis on operational items such as passenger and baggage limitations (together with relevant assumptions) and airfield appropriateness applicable to airports specified in Delta’s request for each of the city pair in the preliminary schedule from Delta no later than fourteen (14) days of Operator’s receipt of the preliminary schedule times provided by Delta. Notwithstanding the above, upon written notice to an Operator, Delta may assume responsibility for establishing the Aircraft block times for such Operator. Regardless of whether Delta or Operator establishes the Aircraft block times, such Scheduled block times shall be based on a block time reliability rate of between *** and *** or the block time reliability rate used for scheduling Delta mainline service, whichever is greater. No later than forty (40) days prior to the commencement of such schedule, Delta will notify Operators of the final schedule times, frequencies and related information for the Aircraft. Where practical, Delta will collaborate with the Operators to determine mutually optimal schedules. Each Operator shall operate its respective Aircraft in the city pairs designated by Delta, subject to the frequency and other scheduling requirements established by Delta from time to time set in accordance with this Section 2.01. Delta’s standards unless otherwise mutually agreed by Delta and the Operators shall meet by October 1 each year to discuss an annual operating plan for the succeeding year with respect to the Aircraft, including Delta’s forecasted level of operations, block hours and cycles and the utilization of the Aircraft, and any other matters as Delta and the Operators shall determinePinnacle. Minimum turn times shall be mutually agreed to by Pinnacle and Delta and set by Delta in conformity with standard industry practices and Aircraft type. (b) Subject Notwithstanding the foregoing, during the Term and subject to receipt of the prior written consent of Delta, which shall not be unreasonably withheld or delayed, Mesaba may assign from time to time, Mesaba may assign time all of its rights and obligations under this Agreement with respect to the operation of one (1) or more of the Aircraft and Equipment related to such Aircraft in its fleet as of the Effective Date to Pinnacle, provided that (i) any such assignment does not (w) negatively impact Pinnacle’s ability to perform its remaining obligations under the Second Amended and Restated Airline Services Agreement or the 0000 XXX-000 Xxxxx Xxxxxxxxxx this Agreement, (x) negatively impact Mesaba’s ability to perform its remaining obligations under the Second Amended and Restated Airline Services this Agreement or the SAAB Agreementany other agreement between Mesaba and Delta, (y) create an undue burden on Delta or (z) interfere with Delta's performance requirements or schedule of Scheduled Flights and Charter Flights; (ii) Pinnacle is an Affiliate of Mesaba and Parent Pinnacle Corp. at the time of any such assignment; (iii) Pinnacle assumes all of the rights and obligations of Mesaba hereunder with respect to the operation of such Aircraft and related Equipment; , (iv) any such assignment does not cause Mesaba (so long as it remains a Party hereto) to operate fewer than five (5) Aircraft 5)Aircraft and (v) Pinnacle shall reimburse Delta for all reasonable out-of-pocket costs and expenses incurred by Delta in connection with any such assignment, including without limitation, reasonable attorneys’ fees to prepare any and all documents required in connection with the movement of the aircraft to Pinnacle’s operating certificate and the costs for filing all required documents with the FAA. Upon the assignment by Mesaba to Pinnacle of all of its rights and obligations under this Agreement with respect to the operation of all Aircraft and Equipment related to such Aircraft in Mesaba’s fleet as of the Effective Date in accordance with this Section 2.01(b) (the “Final Aircraft Assignment Date”) without any further action by any Party, Mesaba shall automatically be terminated as a Party to this Agreement and shall have no further rights or obligations under this Agreement, provided that any such termination shall not relieve Mesaba from liability for any breach of this Agreement arising prior to the Final Aircraft Assignment Date. References to Mesaba herein shall thereafter be deemed to be references to Pinnacle. Notwithstanding the automatic release of Mesaba as provided above, if Pinnacle so requests, Delta shall promptly execute one or more documents evidencing such termination, in form and substance reasonably satisfactory to Delta. Notwithstanding the foregoing, if Mesaba does not assign its rights and obligations under this Agreement to Pinnacle as provided by this Section 2.01(b) within two (2) years following the Effective Date, Delta agrees, at Pinnacle’s option and within sixty (60) days after the two (2) year anniversary of the Effective Date, to enter into a separate agreement to govern the operation of all Aircraft and Equipment related to such Aircraft remaining in Mesaba’s fleet at such time upon the same terms and conditions set forth in this Agreement and to terminate Mesaba as a Party to this Agreement automatically upon the execution of such agreement.