Common use of Termination by Continental for Cause Clause in Contracts

Termination by Continental for Cause. If this Agreement is terminated by Continental under Section 9.03(b), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement and Continental shall have the option to take possession (or direct possession to its designee) of any of such aircraft in accordance with the following terms and conditions: (i) Within five Business Days after the Termination Date, Continental may elect by written notice to Contractor to withdraw, effective as of the Termination Date, all of the Covered Aircraft from the capacity provisions of this Agreement and to terminate all of the Covered Aircraft Subleases and replace such subleases with Uncovered Aircraft Subleases (such an election being referred to as an "Immediate Withdrawal Election"). If Continental makes an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule that provides for the return to Continental (and for the termination of the related Uncovered Aircraft Sublease) of any of such aircraft that Continental elects to retain, delineating the date of the return of such aircraft. Such Wind-Down Schedule will provide for the return to Continental of all such aircraft within 360 days following the Termination Date. Contractor shall deliver possession of such aircraft to Continental or its designee in accordance with the Wind-Down Schedule. (ii) If Continental determines not to make an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule providing for the withdrawal of all Covered Aircraft from the capacity purchase provisions of this Agreement, delineating the date of the withdrawal of each Covered Aircraft. The Wind-Down Schedule will provide for the withdrawal of all Covered Aircraft within 360 days following the Termination Date. Continental shall also indicate in the Wind-Down Schedule which aircraft shall be returned to Continental (or its designee). Contractor shall deliver possession of such aircraft to Continental or its designee upon the withdrawal of such aircraft from the capacity provisions of this Agreement in accordance with the Wind-Down Schedule. (iii) Contractor shall be required to retain as Uncovered Aircraft all aircraft (including all Turboprop Aircraft) not determined by Continental to be returned to Continental pursuant to this Section 9.04(b), and the provisions of Section 9.04(a)(v) shall apply as if such aircraft were being retained by Contractor in connection with a termination under Section 9.03(a). With respect to each such aircraft being returned to Continental (or its designee), the provisions of Section 9.04(a)(vi) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a) (except that if Continental makes an Immediate Withdrawal Election, an Uncovered Aircraft Sublease with respect to a particular aircraft will not terminate until such aircraft is returned to Continental in accordance with the Wind-Down Schedule). With respect to any Turboprop Aircraft owned by Contractor and not previously retired, if Continental elects to take possession of such aircraft it shall purchase such aircraft and the Excess Inventory relating thereto for a price equal to the book value of such aircraft and such Excess Inventory on Contractor's most recent financial statements. In connection with the withdrawal of each Covered Aircraft from the capacity purchase provisions of this Agreement pursuant to this Section 9.04(b), whether such aircraft is being retained by Contractor as an Uncovered Aircraft or returned to Continental or its designee, Continental shall have complete discretion in the selection of the particular Engines or Turboprop engines, as the case may be, to be withdrawn in connection with any particular aircraft and shall notify Contractor of its selection not less than 10 days after Continental shall have selected aircraft to be withdrawn pursuant to this Section 9.04(b). At Continental's request, Contractor shall promptly provide a list detailing the location of each engine (by aircraft or, if appropriate, maintenance facility). Continental shall bear the cost of any engine swaps reasonably necessary to accommodate the engine selections, based on the engine-location list provided to Continental by Contractor; provided that Contractor shall use its commercially reasonable efforts to minimize the number and cost of engine swaps reasonably necessary to accommodate the engine selections and shall be responsible for the cost of all such swaps, if any, required because of any inaccuracy in the engine-location list provided to Continental by Contractor.

Termination by Continental for Cause. If this Agreement is terminated by Continental under Section 9.03(b), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement and Continental shall have the option to take possession (or direct possession to its designee) of any of such aircraft in accordance with the following terms and conditions: (i) Within five Business Days after the Termination Date, Continental may elect by written notice to Contractor to withdraw, effective as of the Termination Date, all of the Covered Aircraft from the capacity provisions of this Agreement and to terminate all of the Covered Aircraft Subleases and replace such subleases with Uncovered Aircraft Subleases (such an election being referred to as an "Immediate Withdrawal Election"). If Continental makes an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule that provides for the return to Continental (and for the termination of the related Uncovered Aircraft Sublease) of any of such aircraft that Continental elects to retain, delineating the date of the return of such aircraft. Such Wind-Down Schedule will provide for the return to Continental of all such aircraft within 360 days following the Termination Date. Contractor shall deliver possession of such aircraft to Continental or its designee in accordance with the Wind-Down Schedule. (ii) If Continental determines not to make an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule providing for the withdrawal of all Covered Aircraft from the capacity purchase provisions of this Agreement, delineating the date of the withdrawal of each Covered Aircraft. The Wind-Down Schedule will provide for the withdrawal of all Covered Aircraft within 360 days following the Termination Date. Continental shall also indicate in the Wind-Down Schedule which aircraft shall be returned to Continental (or its designee). Contractor shall deliver possession of such aircraft to Continental or its designee upon the withdrawal of such aircraft from the capacity provisions of this Agreement in accordance with the Wind-Down Schedule. (iii) Contractor shall be required to retain as Uncovered Aircraft all aircraft (including all Turboprop Aircraft) not determined by Continental to be returned to Continental pursuant to this Section 9.04(b), and the provisions of Section 9.04(a)(v) shall apply as if such aircraft were being retained by Contractor in connection with a termination under Section 9.03(a). With respect to each such aircraft being returned to Continental (or its designee), the provisions of Section 9.04(a)(vi) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a) (except that if Continental makes an Immediate Withdrawal Election, an Uncovered Aircraft Sublease with respect to a particular aircraft will not terminate until such aircraft is returned to Continental in accordance with the Wind-Down Schedule). With respect to any Turboprop Aircraft owned by Contractor and not previously retired, if Continental elects to take possession of such aircraft it shall purchase such aircraft and the Excess Inventory relating thereto for a price equal to the book value of such aircraft and such Excess Inventory on Contractor's most recent financial statements. In connection with the withdrawal of each Covered Aircraft from the capacity purchase provisions of this Agreement pursuant to this Section 9.04(b), whether such aircraft is being retained by Contractor as an Uncovered Aircraft or returned to Continental or its designee, Continental shall have complete discretion in the selection of the particular Engines or Turboprop engines, as the case may be, to be withdrawn in connection with any particular aircraft and shall notify Contractor of its selection not less than 10 days after Continental shall have selected aircraft to be withdrawn pursuant to this Section 9.04(b). At Continental's request, Contractor shall promptly provide a list detailing the location of each engine (by aircraft or, if appropriate, maintenance facility). Continental shall bear the cost of any engine swaps reasonably necessary to accommodate the engine selections, based on the engine-location list provided to Continental by Contractor; provided that Contractor shall use its commercially reasonable efforts to minimize the number and cost of engine swaps reasonably necessary to accommodate the engine selections and shall be responsible for the cost of all such swaps, if any, required because of any inaccuracy in the engine-location list provided to Continental by Contractor.Section

Termination by Continental for Cause. If this Agreement is terminated by Continental under Section 9.03(b8.02(a), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement and Continental shall have the option to take possession (or direct possession to its designee) of any of such aircraft in accordance with the following terms and conditions: (i) For the purposes of this Section 8.03(a), the date of the notice delivered pursuant to Section 8.02(a) shall be the Termination Date. Within five Business Days after the Termination Date, Continental may elect by written notice to Contractor to withdraw, effective as of the Termination Date, all of the Covered Aircraft from the capacity purchase provisions of this Agreement and to terminate all of the Covered Aircraft Subleases and replace such subleases with shall become Uncovered Aircraft Subleases (such an election being referred to as an "“Immediate Withdrawal Election"”). If Continental makes an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule that provides for the return to Continental (and for the termination of the related Uncovered Aircraft Sublease) of any of such aircraft that Continental elects to retain, delineating the date of the return of such aircraft. Such Wind-Down Schedule will provide for the return to Continental (or its designee) of all such aircraft within 360 days 18 months following the Termination Date. Contractor shall deliver possession of such aircraft to Continental or its designee in accordance with the Wind-Down ScheduleSchedule and the provisions of Section 2.08. (ii) If Continental determines not to make an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule providing for the withdrawal of all Covered Aircraft from the capacity purchase provisions of this Agreement, delineating the date of the withdrawal of each Covered Aircraft. The Wind-Down Schedule will provide for the withdrawal of all Covered Aircraft within 360 days 18 months following the Termination Date. Continental shall also indicate in the Wind-Down Schedule which aircraft shall be returned to Continental (or its designee). Contractor shall deliver possession of such aircraft to Continental or its designee upon the withdrawal of such aircraft from the capacity provisions of this Agreement in accordance with the Wind-Down ScheduleSchedule and the provisions of Section 2.08. (iii) Contractor shall be required to retain as Uncovered Aircraft all aircraft (including all Turboprop Aircraft) not determined by Continental to be returned to Continental pursuant to this Section 9.04(b), and the provisions of Section 9.04(a)(v) shall apply as if such aircraft were being retained by Contractor in connection with a termination under Section 9.03(a). With respect to each such aircraft being returned to Continental (or its designee), the provisions of Section 9.04(a)(vi) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a) (except that if Continental makes an Immediate Withdrawal Election, an Uncovered Aircraft Sublease with respect to a particular aircraft will not terminate until such aircraft is returned to Continental in accordance with the Wind-Down Schedule). With respect to any Turboprop Aircraft owned by Contractor and not previously retired, if Continental elects to take possession of such aircraft it shall purchase such aircraft and the Excess Inventory relating thereto for a price equal to the book value of such aircraft and such Excess Inventory on Contractor's most recent financial statements. In connection with the withdrawal of each Covered Aircraft from the capacity purchase provisions of this Agreement pursuant to this Section 9.04(b8.03(a), whether such aircraft is being retained by Contractor as an Uncovered Aircraft or returned to Continental or its designee, Continental shall have complete discretion in the selection of the particular Engines or Turboprop engines, as the case may be, to be withdrawn in connection with any particular aircraft and shall notify Contractor of its selection not less than 10 days after Continental shall have selected aircraft to be withdrawn pursuant to this Section 9.04(b8.03(a). At Continental's ’s request, Contractor shall promptly provide a list detailing the location of each engine (by aircraft or, if appropriate, maintenance facility). Continental shall bear the cost of any engine swaps reasonably necessary to accommodate the engine selections, based on the engine-location list provided to Continental by Contractor; provided that Contractor shall use its commercially reasonable efforts to minimize the number and cost of engine swaps reasonably necessary to accommodate the engine selections and shall be responsible for the cost of all such swaps, if any, required because of any inaccuracy in the engine-location list provided to Continental by Contractor.

Termination by Continental for Cause. If this Agreement is terminated by Continental under Section 9.03(b8.02(a), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement and Continental shall have the option to take possession (or direct possession to its designee) of any of such aircraft in accordance with the following terms and conditions: (i: For the purposes of this Section 8.03(a), the date of the notice delivered pursuant to Section 8.02(a) shall be the Termination Date. Within five Business Days after the Termination Date, Continental may elect by written notice to Contractor to withdraw, effective as of the Termination Date, all of the Covered Aircraft from the capacity purchase provisions of this Agreement and to terminate all of the Covered Aircraft Subleases and replace such subleases with shall become Uncovered Aircraft Subleases (such an election being referred to as an "Immediate Withdrawal Election"). If Continental makes an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule that provides for the return to Continental (and for the termination of the related Uncovered Aircraft Sublease) of any of such aircraft that Continental elects to retain, delineating the date of the return of such aircraft. Such Wind-Down Schedule will provide for the return to Continental (or its designee) of all such aircraft within 360 days 18 months following the Termination Date. Contractor shall deliver possession of such aircraft to Continental or its designee in accordance with the Wind-Down Schedule. (ii) Schedule and the provisions of Section 2.08. If Continental determines not to make an Immediate Withdrawal Election, Continental shall provide to Contractor within five Business Days after the Termination Date a Wind-Down Schedule providing for the withdrawal of all Covered Aircraft from the capacity purchase provisions of this Agreement, delineating the date of the withdrawal of each Covered Aircraft. The Wind-Down Schedule will provide for the withdrawal of all Covered Aircraft within 360 days 18 months following the Termination Date. Continental shall also indicate in the Wind-Down Schedule which aircraft shall be returned to Continental (or its designee). Contractor shall deliver possession of such aircraft to Continental or its designee upon the withdrawal of such aircraft from the capacity provisions of this Agreement in accordance with the Wind-Down Schedule. (iii) Contractor shall be required to retain as Uncovered Aircraft all aircraft (including all Turboprop Aircraft) not determined by Continental to be returned to Continental pursuant to this Section 9.04(b), Schedule and the provisions of Section 9.04(a)(v) shall apply as if such aircraft were being retained by Contractor in connection with a termination under Section 9.03(a). With respect to each such aircraft being returned to Continental (or its designee), the provisions of Section 9.04(a)(vi) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a) (except that if Continental makes an Immediate Withdrawal Election, an Uncovered Aircraft Sublease with respect to a particular aircraft will not terminate until such aircraft is returned to Continental in accordance with the Wind-Down Schedule). With respect to any Turboprop Aircraft owned by Contractor and not previously retired, if Continental elects to take possession of such aircraft it shall purchase such aircraft and the Excess Inventory relating thereto for a price equal to the book value of such aircraft and such Excess Inventory on Contractor's most recent financial statements2.08. In connection with the withdrawal of each Covered Aircraft from the capacity purchase provisions of this Agreement pursuant to this Section 9.04(b8.03(a), whether such aircraft is being retained by Contractor as an Uncovered Aircraft or returned to Continental or its designee, Continental shall have complete discretion in the selection of the particular Engines or Turboprop engines, as the case may be, to be withdrawn in connection with any particular aircraft and shall notify Contractor of its selection not less than 10 days after Continental shall have selected aircraft to be withdrawn pursuant to this Section 9.04(b8.03(a). At Continental's request, Contractor shall promptly provide a list detailing the location of each engine (by aircraft or, if appropriate, maintenance facility). Continental shall bear the cost of any engine swaps reasonably necessary to accommodate the engine selections, based on the engine-location list provided to Continental by Contractor; provided that Contractor shall use its commercially reasonable efforts to minimize the number and cost of engine swaps reasonably necessary to accommodate the engine selections and shall be responsible for the cost of all such swaps, if any, required because of any inaccuracy in the engine-location list provided to Continental by Contractor.