Common use of Termination by Contractor for Breach Clause in Contracts

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 8.02(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(i) shall be irrevocable and shall contain a Termination Date that is not more than [*] after the date of such notice; provided that such termination notice shall be void and of no further effect automatically upon the payment by Continental prior to such Termination Date of all unpaid amounts giving rise to the default under Section 8.02(c)(i). As of the Termination Date set forth in a notice of termination delivered pursuant to Section 8.02(c)(i), all of the Covered Aircraft shall automatically be withdrawn from the capacity purchase provisions of this Agreement and shall cease to be Covered Aircraft as of such date. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(ii) shall be irrevocable and shall contain a Termination Date that is at least [*] and not more than [*] after the date of such notice. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(iii) shall be irrevocable and shall contain a Termination Date that is at least [*] after the date of such notice. Prior to the earlier of the [*] prior to the Termination Date and the [*] after receipt of such termination notice pursuant to Section 8.02(c)(ii) or 8.02(c)(iii), Continental shall deliver to Contractor a Wind-Down Schedule beginning on such Termination Date; provided that no Wind-Down Period shall occur following a termination pursuant to Section 8.02(c)(ii) if Continental shall not have cured the payment default giving rise to such termination prior to or simultaneously with its delivery of the Wind-Down Schedule to Contractor. The Wind-Down Schedule may not provide for the withdrawal of more than [*] Covered Aircraft per month, and may not provide for the withdrawal of any Covered Aircraft beyond the then-applicable exit date for such Covered Aircraft.

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 8.02(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(i8.02(c) shall be irrevocable and shall contain a Termination Date that is not more than [*] after the date of such notice; provided that such termination notice shall be void and of no further effect automatically upon the payment by Continental prior to such Termination Date of all unpaid amounts giving rise to the default under Section 8.02(c)(i). As of the Termination Date set forth in a notice of termination delivered pursuant to Section 8.02(c)(i), all of the Covered Aircraft shall automatically be withdrawn from the capacity purchase provisions of this Agreement and shall cease to be Covered Aircraft as of such date. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(ii) shall be irrevocable and shall contain a Termination Date that is at least [*] and not more than [*] 180 days after the date of such notice. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(iii) shall be irrevocable , and shall contain a Termination Date that is at least [*] after the date of such notice. Prior to the earlier of the [*] prior to the Termination Date and the [*] after receipt of such termination notice pursuant to Section 8.02(c)(ii) or 8.02(c)(iii), Continental shall deliver to Contractor a Wind-Down Schedule beginning on such Termination Date; provided Date and setting forth the number and type of Covered Aircraft that no Wind-Down Period shall occur following a termination Contractor elects to retain as Uncovered Aircraft pursuant to Section 8.02(c)(ii) if Continental shall not have cured the payment default giving rise to such termination prior to or simultaneously with its delivery of the Wind-Down Schedule to Contractor8.05. The Wind-Down Schedule may not provide for the withdrawal of more than [*CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Covered Aircraft per month, and may not provide for the withdrawal of any Covered Aircraft beyond more than 60 months after the thenTermination Date. Continental shall, within 120 days of receipt of such Wind-applicable exit date Down Schedule from Contractor, propose a schedule for the withdrawal from the capacity purchase provisions of this Agreement of the Covered Aircraft not being retained by Contractor, which aircraft shall be returned to Continental (or its designee) upon their withdrawal from the capacity purchase provisions of this Agreement; provided that such Wind-Down Schedule may not provide for the withdrawal of more than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Covered Aircraft per month (inclusive of those aircraft being retained by Contractor), and may not provide for the withdrawal of any Covered Aircraft more than 60 months after the Termination Date. Continental shall select the individual aircraft to be withdrawn according to the Wind-Down Schedule, including those aircraft to be retained by Contractor, and shall notify Contractor of its selection. Continental shall have complete discretion in the selection of the particular Covered Aircraft to be withdrawn in any month and those to be retained by Contractor; provided that Continental must adhere to the timing, number and type of aircraft to be retained by Contractor as provided in Contractor's notice to Continental delivered pursuant to Section 8.03(c). In addition, in connection with the withdrawal of each Covered Aircraft, 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 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 8.03(c). Continental shall bear the cost of any engine swaps reasonably necessary to accommodate its 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 Continental's 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. Within 30 days of receipt of Continental's Wind-Down Schedule, Contractor may elect in writing to have all of the Covered Aircraft being returned to Continental (or its designee) converted to Uncovered Aircraft and returned to Continental effective as of the Termination Date. If Contractor does not make such an election, such Covered AircraftAircraft shall be converted to Uncovered Aircraft and returned to Continental both in accordance with Continental's Wind-Down Schedule delivered pursuant to Section 8.03(c). With respect to each aircraft that is retained by Contractor pursuant to this Section 8.03(c), the provisions of Section 8.03(c) shall apply as if the aircraft were being retained by Contractor in connection with a termination under Section 8.02(a). With respect to each such aircraft being returned to Continental (or its designee) pursuant to this Section 8.03(c), the provisions of Section 8.03(a)(iii) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 8.02(a).

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 8.02(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(i) shall be irrevocable and shall contain a Termination Date that is not more than [*] 60 days after the date of such notice; provided that such termination notice shall be void and of no further effect automatically upon the payment by Continental prior to such Termination Date of all unpaid amounts giving rise to the default under Section 8.02(c)(i). As of the Termination Date set forth in a notice of termination delivered pursuant to Section 8.02(c)(i), all of the Covered Aircraft shall automatically be withdrawn from the capacity purchase provisions of this Agreement and shall cease to be Covered Aircraft as of such date. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(ii) shall be irrevocable and shall contain a Termination Date that is at least [*] 10 days and not more than [*] 360 days after the date of such notice. The notice of termination delivered by Contractor to Continental pursuant to Section 8.02(c)(iii) shall be irrevocable and shall contain a Termination Date that is at least [*] 180 days after the date of such notice. Prior to the earlier of the [*] second business day prior to the Termination Date and the [*] 90th day after receipt of such termination notice pursuant to Section 8.02(c)(ii) or 8.02(c)(iii), Continental shall deliver to Contractor a Wind-Down Schedule beginning on such Termination Date; provided that no Wind-Down Period shall occur following a termination pursuant to Section 8.02(c)(ii) if Continental shall not have cured the payment default giving rise to such termination prior to or simultaneously with its delivery of the Wind-Down Schedule to Contractor. The Wind-Down Schedule may not provide for the withdrawal of more than [*] Covered Aircraft per month, and may not provide for the withdrawal of any Covered Aircraft beyond the following dates: for any ERJ Aircraft, any date more than 12 months after the Termination Date, and for any CRJ Aircraft, any date beyond the then-applicable exit date for such Covered Aircraft.