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 If this Agreement is terminated by Contractor under Section 9.03(d), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: (i) The notice of termination delivered by Contractor to Continental pursuant to Section 9.03(d) shall contain a Termination Date that is at least 180 days after the date of such notice, and a Wind-Down Schedule beginning on such Termination Date and setting forth the number and type of Covered Aircraft that Contractor elects to retain as Uncovered Aircraft. The Wind-Down Schedule may not provide for the withdrawal of more than 15 Delivered Covered Aircraft per month, and may not provide for the withdrawal of any Delivered Covered Aircraft more than 60 months after the Termination Date. Undelivered Covered Aircraft (determined as of the Termination Date) shall be deemed to be withdrawn on the Termination Date (whether or not retained as Uncovered Aircraft). In addition, regardless of whether it intends to retain any aircraft, Contractor shall include in its notice a reasonably detailed current summary of the maintenance and repair condition of each aircraft and each Engine and Turboprop engine and a list detailing the location of each Engine and Turboprop engine (by aircraft or, if appropriate maintenance facility). (ii) Continental shall, within 120 days of receipt of such Wind-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 15 Delivered Covered Aircraft per month (inclusive of those aircraft being retained by Contractor), and may not provide for the withdrawal of any Delivered 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 Continental shall select the individual aircraft to be withdrawn according to the Wind-Down Schedule, including those aircraft to be retained by Contractor, and shall notify Contractor of its selection. Continental shall have complete discretion in the selection of the particular Covered Aircraft to be withdrawn in any month and those to be retained by Contractor; provided that Continental must adhere to the timing, number and type of aircraft to be retained by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 9.04(d)(i). 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 or Turboprop 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 9.04(d). 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. (iii) 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 Aircraft shall be converted to Uncovered Aircraft and returned to Continental both in accordance with Continental's Wind-Down Schedule delivered pursuant to Section 9.04(d)(ii). (iv) With respect to each aircraft that is retained by Contractor pursuant to this Section 9.04(d), the provisions of Section 9.04(a)(v) shall apply as if the 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) pursuant to this Section 9.04(d), 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).

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 9.03(d8.02(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: (i) : The notice of termination delivered by Contractor to Continental pursuant to Section 9.03(d8.02(c) shall contain a Termination Date that is at least 180 days after the date of such notice, and a Wind-Down Schedule beginning on such Termination Date and setting forth the number and type of Covered Aircraft that Contractor elects to retain as Uncovered AircraftAircraft pursuant to Section 8.05. The Wind-Down Schedule may not provide for the withdrawal of more than 15 Delivered [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 Delivered Covered Aircraft more than 60 months after the Termination Date. Undelivered Covered Aircraft (determined as of the Termination Date) shall be deemed to be withdrawn on the Termination Date (whether or not retained as Uncovered Aircraft). In addition, regardless of whether it intends to retain any aircraft, Contractor shall include in its notice a reasonably detailed current summary of the maintenance and repair condition of each aircraft and each Engine and Turboprop engine and a list detailing the location of each Engine and Turboprop engine (by aircraft or, if appropriate maintenance facility). (ii) Continental shall, within 120 days of receipt of such Wind-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 15 Delivered [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 Delivered 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 9.04(d)(i8.03(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 or Turboprop 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 9.04(d8.03(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. (iii) . 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 Aircraft shall be converted to Uncovered Aircraft and returned to Continental both in accordance with Continental's Wind-Down Schedule delivered pursuant to Section 9.04(d)(ii8.03(c). (iv) . With respect to each aircraft that is retained by Contractor pursuant to this Section 9.04(d8.03(c), the provisions of Section 9.04(a)(v8.03(c) shall apply as if the aircraft were being retained by Contractor in connection with a termination under Section 9.03(a8.02(a). With respect to each such aircraft being returned to Continental (or its designee) pursuant to this Section 9.04(d8.03(c), the provisions of Section 9.04(a)(vi8.03(a)(iii) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a8.02(a).

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 9.03(d), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: (i) The notice of termination delivered by Contractor to Continental pursuant to Section 9.03(d) shall contain a Termination Date that is at least 180 days after the date of such notice, and a Wind-Down Schedule beginning on such Termination Date and setting forth the number and type of Covered Aircraft that Contractor elects to retain as Uncovered Aircraft. The Wind-Down Schedule may not provide for the withdrawal of more than 15 Delivered Covered Aircraft per month, and may not provide for the withdrawal of any Delivered Covered Aircraft more than 60 months after the Termination Date. Undelivered Covered Aircraft (determined as of the Termination Date) shall be deemed to be withdrawn on the Termination Date (whether or not retained as Uncovered Aircraft). In addition, regardless of whether it intends to retain any aircraft, Contractor shall include in its notice a reasonably detailed current summary of the maintenance and repair condition of each aircraft and each Engine and Turboprop engine and a list detailing the location of each Engine and Turboprop engine (by aircraft or, if appropriate maintenance facility). (ii) Continental shall, within 120 days of receipt of such Wind-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 15 Delivered Covered Aircraft per month (inclusive of those aircraft being retained by Contractor), and may not provide for the withdrawal of any Delivered 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 9.04(d)(i). 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 or Turboprop 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 9.04(d). 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. (iii) 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 Aircraft shall be converted to Uncovered Aircraft and returned to Continental both in accordance with Continental's Wind-Down Schedule delivered pursuant to Section 9.04(d)(ii). (iv) With respect to each aircraft that is retained by Contractor pursuant to this Section 9.04(d), the provisions of Section 9.04(a)(v) shall apply as if the 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) pursuant to this Section 9.04(d), 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).its

Termination by Contractor for Breach. If this Agreement is terminated by Contractor under Section 9.03(d8.02(c), then the Covered Aircraft shall be withdrawn from the capacity purchase provisions of this Agreement in accordance with the following terms and conditions: (i) The notice of termination delivered by Contractor to Continental pursuant to Section 9.03(d8.02(c) shall contain a Termination Date that is at least 180 days after the date of such notice, and a Wind-Down Schedule beginning on such Termination Date and setting forth the number and type of Covered Aircraft that Contractor elects to retain as Uncovered AircraftAircraft pursuant to Section 8.05. The Wind-Down Schedule may not provide for the withdrawal of more than 15 Delivered [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 Delivered Covered Aircraft more than 60 months after the Termination Date. Undelivered Covered Aircraft (determined as of the Termination Date) shall be deemed to be withdrawn on the Termination Date (whether or not retained as Uncovered Aircraft). In addition, regardless of whether it intends to retain any aircraft, Contractor shall include in its notice a reasonably detailed current summary of the maintenance and repair condition of each aircraft and each Engine and Turboprop engine and a list detailing the location of each Engine and Turboprop engine (by aircraft or, if appropriate maintenance facility). (ii) Continental shall, within 120 days of receipt of such Wind-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 15 Delivered [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 Delivered 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 ’s notice to Continental delivered pursuant to Section 9.04(d)(i8.03(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 or Turboprop 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 9.04(d8.03(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 ’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. (iii) Within 30 days of receipt of Continental's ’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 Aircraft shall be converted to Uncovered Aircraft and returned to Continental both in accordance with Continental's ’s Wind-Down Schedule delivered pursuant to Section 9.04(d)(ii8.03(c). (iv) With respect to each aircraft that is retained by Contractor pursuant to this Section 9.04(d8.03(c), the provisions of Section 9.04(a)(v8.03(c) shall apply as if the aircraft were being retained by Contractor in connection with a termination under Section 9.03(a8.02(a). With respect to each such aircraft being returned to Continental (or its designee) pursuant to this Section 9.04(d8.03(c), the provisions of Section 9.04(a)(vi8.03(a)(iii) shall apply as if the aircraft were being returned to Continental in connection with a termination under Section 9.03(a8.02(a).