Termination by Northwest. Notwithstanding the provisions of Section 10.02(b), Northwest shall have the right to terminate this Agreement immediately and at its sole option if: (a) Mesaba shall default in the payment of any amount due under any Lease and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived. (b) Mesaba shall default with respect to any other terms of any Lease, such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived. (c) Mesaba shall fail to comply with the provisions of Section 9.03 and, as a result thereof, the insurance required thereunder is not in effect. (d) Mesaba shall fail to comply with the provisions of Section 6.03. (e) More than *** of the Aircraft do not operate any Scheduled Flights for more than *** or *** of the Aircraft do not operate any Scheduled Flights for more than ***, other than as a result of (1) an FAA order which grounds all commercial flights of all air carriers or grounds a specific Aircraft type of all air carriers, (2) a scheduling action by Northwest, or (3) Northwest’s inability to perform its obligations under this Agreement as a result of a strike by Northwest employees. (f) Mesaba’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Mesaba to perform the Regional Airline Services required under this Agreement. (g) A Mesaba Change of Control shall have occurred. (h) Mesaba or its Affiliate shall commence operating an aircraft type which causes Northwest to be in violation of its collective bargaining agreement with its pilots. (i) The person selected to replace Xxxx Xxxxxxxx as President of Mesaba and any successor President of Mesaba, or the person selected to replace Xxxx Xxxxx as President and Chief Executive Officer of XXXX Holdings, Inc. and any successor Chief Executive Officer and President of XXXX Holdings, Inc., shall not be reasonably acceptable to Northwest. (j) With respect to any Aircraft, such Aircraft shall have been removed from Mesaba’s fleet pursuant to the terms of Section 3.02(a)(ii) or (iii) hereof. In such case, this Agreement shall be terminable by Northwest at its sole option only with respect to such Aircraft. (k) XXXX Holdings, Inc. breaches the Agreement entered into by Northwest and XXXX Holdings, Inc. as of August 29, 2005 as amended from time to time.
Appears in 1 contract
Termination by Northwest. Notwithstanding the provisions of Section 10.02(b), Northwest shall have the right to terminate this Agreement immediately and at its sole option if:
(a) Mesaba Pinnacle shall default in the payment of any amount due under any Lease and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(b) Mesaba Pinnacle shall default with respect to any other terms of any Lease, such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(c) Mesaba Pinnacle shall fail to comply with the provisions of Section 9.03 and, as a result thereof, the insurance required thereunder is not in effect.
(d) Mesaba Pinnacle shall fail to comply with the provisions of Section 6.03.
(e) More than *** fifty percent (50%) of the Aircraft do not operate any Scheduled Flights for more than *** seven (7) consecutive days or *** twenty-five percent (25%) of the Aircraft do not operate any Scheduled Flights for more than ***twenty-one (21) consecutive days, other than as a result of (1) an FAA order which grounds all commercial flights of all air carriers or grounds a specific Aircraft type of all air carriers, (2) a scheduling action by Northwest, or (3) Northwest’s inability to perform its obligations under this Agreement as a result of a strike by Northwest employees.
(f) MesabaPinnacle’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Mesaba Pinnacle to perform the Regional Airline Services required under this Agreement.
(g) A Mesaba Pinnacle Change of Control shall have occurred.
(h) Mesaba Pinnacle or its Affiliate a Pinnacle Affected Company shall commence operating an aircraft type which causes Northwest to be in violation of its collective bargaining agreement with its pilots or a Pinnacle Affected Company operates an aircraft with more seats than the greater of (i) forty-four (44) seats, and (ii) the highest number of seats that a jet aircraft may have and still have one fewer seat than an aircraft defined as a “regional jet” under Northwest’s collective bargaining agreement with its pilots.
(i) The person selected elected to replace Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx as President of Mesaba and any successor President of Mesaba, or the person selected to replace Xxxx Xxxxx as President and Chief Executive Officer of XXXX Holdings, Inc. Pinnacle and any successor Chief Executive Officer and President of XXXX Holdings, Inc., Pinnacle shall not be reasonably acceptable to Northwest.
(j) With respect to any Aircraft, such Aircraft Pinnacle shall have been removed from Mesaba’s fleet pursuant to the terms of Section 3.02(a)(ii) or (iii) hereof. In such case, this Agreement shall be terminable by Northwest at its sole option only default with respect to the material terms of any other agreement between Pinnacle and Northwest, and such Aircraftdefault shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(k) XXXX Holdings, Inc. breaches the Agreement entered into by Northwest and XXXX Holdings, Inc. as of August 29, 2005 as amended from time to time.
Appears in 1 contract
Samples: Airline Services Agreement (Pinnacle Airlines Corp)
Termination by Northwest. Notwithstanding the provisions of Section 10.02(b9.02(b), Northwest shall have the right to terminate this Agreement immediately and at its sole option if:
(a) Mesaba shall default in the payment of any amount rental payment due under any Lease Sublease or with respect to any other terms of any Sublease and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(b) Mesaba shall default with respect to any other terms of any LeaseSublease, such default shall continue for more than the period of grace, if any, specified therein and such default shall not have been waivedconstitute an "event of default" thereunder.
(c) Mesaba shall fail to comply with the provisions of Section 9.03 8.03 and, as a result thereof, the insurance required thereunder is not in effect.
(d) Mesaba shall fail to comply with the provisions of Section 6.03.
(e) More than *** twenty-five percent (25%) of the Aircraft do are not operate any Scheduled Flights operated for more than *** or *** of the Aircraft do not operate any Scheduled Flights for more than ***, seven (7) consecutive days other than as a result of (1) an a FAA order which grounds grounding all commercial flights of all air carriers or grounds a specific Aircraft type Avro Regional Jets of all air carriers.
(e) There shall be a strike, (2) a scheduling action by Northwestcessation or interruption of work involving Mesaba's pilots, flight attendants or (3) Northwest’s inability to perform its obligations under this Agreement as a result of a strike by Northwest employeesmechanics providing Jet Services.
(f) Mesaba’s FAA or 's DOT Certification is not obtained prior to the later of April 1, 1997 or thirty (30) days after the delivery of the first Aircraft to Mesaba or is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Mesaba to perform the Regional Airline Jet Services required under this Agreement.
(g) A Mesaba Change of Control shall have occurredfail to provide Jet Services on or before the Start Date.
(h) Mesaba or its Affiliate shall commence operating an aircraft type which causes Northwest to be in violation of its collective bargaining agreement with its pilots.
(i) The person selected elected to replace Xxxx Xxxxxxxx Xxxxx X. Xxxxxxx as President of Mesaba and any successor President of Mesaba, or the person selected to replace Xxxx Xxxxx as President and Chief Executive Officer of XXXX Holdings, Inc. Mesaba and Holdings and any successor Chief Executive Officer chief executive officer of Mesaba and President of XXXX Holdings, Inc., Holdings shall not be reasonably acceptable to Northwest.
(ji) With respect The Board of Directors of Mesaba and Holdings shall fail to any Aircraft, nominate and recommend for election by the stockholders of Mesaba and Holdings a sufficient number of Northwest Nominees so that if each such Aircraft shall have been removed from Mesaba’s fleet pursuant to the terms of Section 3.02(a)(iiNorthwest Nominee were elected there would be three (3) or (iii) hereof. In such case, this Agreement shall be terminable directors designated by Northwest at its sole option only with respect then serving on the Boards of Directors of Holdings and Mesaba, or the Boards of Directors of Mesaba and Holdings shall fail to such Aircraftelect a Northwest Nominee to fill a vacancy created by the death, resignation or removal of another director previously designated by Northwest.
(k) XXXX Holdings, Inc. breaches the Agreement entered into by Northwest and XXXX Holdings, Inc. as of August 29, 2005 as amended from time to time.
Appears in 1 contract
Samples: Regional Jet Services Agreement (Mesaba Holdings Inc)
Termination by Northwest. Notwithstanding the provisions of Section 10.02(b10.2(b), Northwest shall have the right to terminate this Agreement immediately and at its sole option if:
(a) Mesaba shall default in the payment of any amount rental payment due under any Lease Sublease and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(b) Mesaba shall default with respect to any other terms of any LeaseSublease, such default shall continue for more than the period of grace, if any, specified therein and such default shall not have been waivedconstitute an "event of default" thereunder.
(c) Mesaba shall fail to comply with the provisions of Section 9.03 9.3 and, as a result thereof, the insurance required thereunder is not in effect.
(d) Mesaba shall fail to comply with the provisions of Section 6.03.
(e) More than [*** ] of the Aircraft do are not operate any Scheduled Flights operated for more than [*] consecutive days or [** or *** ] of the Aircraft do are not operate any Scheduled Flights operated for more than [***] consecutive days, in either case other than as a result of (1) an a FAA order which grounds all commercial flights of all air carriers or grounds a specific Aircraft type of all air carriers, (2) a scheduling action by Northwest, or (3) Northwest’s inability to perform its obligations under this Agreement as a result of a strike by Northwest employees.
(fe) Mesaba’s FAA or 's DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Mesaba to perform the Regional Airline Services required under this Agreement.
(g) A Mesaba Change of Control shall have occurred.
(h) Mesaba or its Affiliate shall commence operating an aircraft type which causes Northwest to be in violation of its collective bargaining agreement with its pilots.
(if) The person selected elected to replace Xxxx Xxxxxxxx Xxxxx X. Xxxxxxx as President of Mesaba and any successor President of Mesaba, or the person selected to replace Xxxx Xxxxx as President and Chief Executive Officer of XXXX Holdings, Inc. Mesaba and Holdings and any successor Chief Executive Officer of Mesaba and President of XXXX Holdings, Inc., Holdings shall not be reasonably acceptable to Northwest.
(jg) With respect The Board of Directors of Mesaba and Holdings shall fail to any Aircraftnominate and recommend for election by the stockholders of Mesaba and Holdings a sufficient number of [*] Confidential material omitted and filed separately with the Securities and Exchange Commision pursuant for a request for confidential treatment Northwest Nominees so that if each such Northwest Nominee were elected there would be three (3) directors designated by Northwest then serving on the Boards of Directors of Holdings and Mesaba, such Aircraft or the Boards of Directors of Mesaba and Holdings shall fail to elect a Northwest Nominee to fill a vacancy created by the death, resignation or removal of another director previously designated by Northwest.
(h) Holdings shall have been removed from Mesaba’s fleet pursuant failed to deliver to Northwest the terms Stock Purchase Warrant on or before October 31, 1997 or shall not have a sufficient number of Section 3.02(a)(ii) or (iii) hereof. In such case, this Agreement shall be terminable by Northwest at its sole option only authorized shares available for reservation with respect to such Aircraftthe number of shares to be purchased on exercise of the Stock Purchase Warrant taking into account all other prior reservations of common stock by Holdings.
(k) XXXX Holdings, Inc. breaches the Agreement entered into by Northwest and XXXX Holdings, Inc. as of August 29, 2005 as amended from time to time.
Appears in 1 contract
Termination by Northwest. Notwithstanding the provisions of Section 10.02(b), Northwest shall have the right to terminate this Agreement immediately and at its sole option if:
(a) Mesaba Pinnacle shall default in the payment of any amount due under any Lease and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(b) Mesaba Pinnacle shall default with respect to any other terms of any Lease, such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
(c) Mesaba Pinnacle shall fail to comply with the provisions of Section 9.03 and, as a result thereof, the insurance required thereunder is not in effect.
(d) Mesaba Pinnacle shall fail to comply with the provisions of Section 6.03.
(e) More than *** fifty percent (50%) of the Aircraft do not operate any Scheduled Flights for more than *** seven (7) consecutive days or *** twenty-five percent (25%) of the Aircraft do not operate any Scheduled Flights for more than ***twenty-one (21) consecutive days, other than as a result of (1) an FAA order which grounds all commercial flights of all air carriers or grounds a specific Aircraft type of all air carriers, (2) a scheduling action by Northwest, or (3) Northwest’s inability to perform its obligations under this Agreement as a result of a strike by Northwest employees.
(f) MesabaPinnacle’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit Mesaba Pinnacle to perform the Regional Airline Services required under this Agreement.
(g) A Mesaba Pinnacle Change of Control shall have occurred.
(h) Mesaba Pinnacle or its Affiliate a Pinnacle Affected Company shall commence operating an aircraft type which causes Northwest to be in violation of its collective bargaining agreement with its pilots or a Pinnacle Affected Company operates an aircraft with more seats than the greater of (i) forty-four (44) seats, and (ii) the highest number of seats that a jet aircraft may have and still have one fewer seat than an aircraft defined as a “regional jet” under Northwest’s collective bargaining agreement with its pilots.
(i) The person selected elected to replace Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx as President of Mesaba and any successor President of Mesaba, or the person selected to replace Xxxx Xxxxx as President and Chief Executive Officer of XXXX Holdings, Inc. Pinnacle and Pinnacle Corp. and any successor Chief Executive Officer of Pinnacle and President of XXXX Holdings, Inc., Pinnacle Corp. shall not be reasonably acceptable to Northwest.
(j) With respect to Pinnacle shall default in the payment of any Aircraftamount due under the Note and such default shall continue for more than the period of grace, such Aircraft if any, specified therein and shall not have been removed from Mesaba’s fleet pursuant to the terms of Section 3.02(a)(ii) or (iii) hereof. In such case, this Agreement shall be terminable by Northwest at its sole option only with respect to such Aircraftwaived.
(k) XXXX HoldingsPinnacle shall default with respect to the material terms of any other agreement between Pinnacle and Northwest, Inc. breaches and such default shall continue for more than the Agreement entered into by Northwest period of grace, if any, specified therein and XXXX Holdings, Inc. as of August 29, 2005 as amended from time to timeshall not have been waived.
Appears in 1 contract
Samples: Airline Services Agreement (Pinnacle Airlines Corp)
