Termination of Code Share Clause Samples

Termination of Code Share. Considering that AZUL and TRIP filed with ANAC a request to code share flights among the companies (“Code Share”), the Parties agree that, if the Transaction is not consummated as a result of ANAC non-approval, the agreement pursuant to which the Code Share was formalized (the “Code Share Agreement”) shall be automatically terminated without penalty. In this case, all acts seeking to reestablish the financial and economic position of the Parties before the execution of the Code Share Agreement shall be taken by the Parties as if the Code Share Agreement had not been entered, it being agreed that: (i) all revenues that would otherwise be allocated to AZUL and TRIP if the Code Share Agreement had not been entered shall be returned to AZUL or TRIP, as the case may be, within 10 (ten) days as of the termination of the Code Share Agreement, including, without limitation, the revenues relating to fly tickets effectively used or not and those relating to rescheduling and cancelation fees, discounted from the operational expenses and Interline Service Charge (as defined in the Code Share Agreement) incurred by AZUL or TRIP as a result of administrative proceedings associated with the rescheduling or cancelling of flights; (ii) in relation to revenues of flights tickets of performed and non-performed flights, it is agreed that the revenues shall be divided between TRIP and AZUL according to the Code Share Agreement, but it shall also be returned to TRIP or AZUL, as the case may be, within 10 (ten) days as of the termination of the Code Share Agreement, discounted from the operational expenses and Interline Service Charge (as defined in Annex 2 of the Code Share Agreement) incurred by AZUL or TRIP as a result of the sale, rescheduling and cancelation of the flight object of the Code Share Agreement, and (iii) the provisions of this Section 10.15 shall prevail over the provisions of the Code Share Agreement.