Common use of Right to Audit Service and Aircraft Condition Clause in Contracts

Right to Audit Service and Aircraft Condition. US Airways has the right, in its sole discretion, to audit Mesa’s service (each such audit a “Service Audit”) and aircraft condition (each such audit an “Aircraft Condition Audit”) to ensure it meets the Service Standards and Aircraft Condition Standards and actions required as above and in Exhibit D or other Service Audit and/or Aircraft Condition Audit standards that may be developed by US Airways or American from time to time. US Airways will review the Service Audit and Aircraft Condition Audit program for a period to be determined in its discretion in order to determine the appropriate pass and fail rates for such audits. An Inflight Service sample survey is described in Schedule 1 to Exhibit D, and an Aircraft Condition sample survey is described in Schedule 2 to Exhibit D, provided that such samples can be changed at any time in US Airways’ sole discretion. If Aircraft Condition Standards are materially changed or altered and such changes or alterations materially increase Mesa’s costs (i.e., an amount of more than [***] ($[***]) per year), US Airways shall reimburse Mesa for the actual incremental costs associated therewith, subject to Mesa providing sufficient documentation for such cost reasonably acceptable to US Airways. If an Aircraft fails (i) a Service Audit, Mesa shall pay $[***] per failed audit, and (ii) an Aircraft Condition Audit and such failure continues for seven (7) calendar days after Mesa’s receipt of written notice from US Airways, Mesa shall pay $[***] per day for any failure to remedy the failure noted in the Aircraft Condition Audit within the 7-day cure period; provided, however, that such remedies as provided under (i) and (ii) above shall not become effective until nine (9) months after Mesa has received written notice from US Airways that the audit program as described in this Section 13.6 has been implemented, and provided further that during such 9-month period the parties shall meet and confer in good faith as to review initial findings and determine the appropriate pass and fail levels for each audit, subject to US Airways setting such pass and fail levels in the event that the parties are unable to agree on appropriate pass and fail levels.

Right to Audit Service and Aircraft Condition. US Airways has the right, in its sole discretion, to audit Mesa’s service (each such audit a “Service Audit”) and aircraft condition (each such audit an “Aircraft Condition Audit”) to ensure it meets the Service Standards and Aircraft Condition Standards and actions required as above and in Exhibit D C or other Service Audit and/or Aircraft Condition Audit standards that may be developed by US Airways or American from time to time. US Airways will review the Service Audit and Aircraft Audit Condition Audit program for a period to be determined in its discretion in order to determine the appropriate pass and fail rates for such audits. An Inflight Service sample survey is described in Schedule 1 to Exhibit DC, and an Aircraft Condition sample survey is described in Schedule 2 to Exhibit DC, provided that such samples can be changed at any time in US Airways’ sole discretion. If Aircraft Condition Standards are materially changed or altered and such changes or alterations materially increase Mesa’s costs (i.e., an amount of more than [***] ($[***]) per year), US Airways shall reimburse Mesa for the actual incremental costs associated therewith, subject to Mesa providing sufficient documentation for such cost reasonably acceptable to US Airways. If an Aircraft fails (i) a Service Audit, Mesa shall pay $[***] per failed audit, and (ii) an Aircraft Condition Audit and such failure continues for seven (7) calendar days after Mesa’s receipt of written notice from US Airways, Mesa shall pay $[***] per day for any failure to remedy the failure noted in the Aircraft Condition Audit within the 7-day cure period; provided, however, that such remedies as provided under (i) and (ii) above shall not become effective until nine (9) months after Mesa has received written notice from US Airways that the audit program as described in this Section 13.6 section 12.6 has been implemented, and provided further that during such 9-month period the parties shall meet and confer in good faith as to review initial findings and determine the appropriate pass and fail levels for each audit, subject to US Airways setting such pass and fail levels in the event that the parties are unable to agree on appropriate pass and fail levels.