EXHIBIT 10.6
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ASSIGNMENT AND ASSUMPTION
OF AIR AMBULANCE SERVICES AGREEMENT
AND CONSENT
This Assignment and Assumption of Air Ambulance Services Agreement and
Consent ("Assignment") is entered into by and among American Air Network,
Inc.("AANI"), American Air Network Alaska, Inc ("AANA") and Yukon-Kuskokwim
Health Corporation ("YKHC") based upon the following facts:
RECITALS
A. AANI, and YKHC are parties to that certain Air Ambulance
Agreement of even date ("Air Ambulance Agreement").
B. For various reasons, AANI has formed a separate legal entity,
AANA to assume and perform its duties under the Air Ambulance
Services Agreement
C. The parties wish to provide for the terms and conditions of an
assignment and consent whereby AANI assigns and AANA assumes
all rights and obligations set forth in Air Ambulance
Agreement and YKHC consents to said assignment. .
ASSIGNMENT, ASSUMPTION AND CONSENT
1. ASSIGNMENT AND ASSUMPTION. AANI hereby assigns and AANA hereby
assumes all obligations, duties, rights and benefits set forth in the Air
Ambulance Agreement and AANA unconditionally and irrevocably assumes and agrees
to perform all of AANI's obligations and duties under the Air Ambulance
Agreement and to be bound by all the terms and conditions thereof to the same
extent as if AANA were an original party to the Air Ambulance Agreement.
2. CONSENT. YKHC hereby consentsw to the assignment by AANI and the
assumption by AANA of the Air Ambulance Agreement subject to YKHC's rights
against AANI as set forth in paragraph 17 of the Air Ambulance Services
Agreement Further, should AANA fail to perform in any material respect under the
Air Ambulance Services Agreement, AANI shall be required to perform all
obligations set forth in the agreement.
3. INDEMNIFICATION AANA shall indemnify, defend, and hold AANI harmless
from any and all claims that may arise under the terms of the Air Ambulance
Agreement based upon events that take place after the effective date of this
Assignment.
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4. MISCELLANEOUS
4.1 HEIRS AND ASSIGNS. This Assignment shall be binding upon
and shall inure to the benefit of the parties and their respective heirs,
successors and assigns.
4.2 INTEGRATION CLAUSE. This Assignment, along with the
documents referenced herein, constitutes the entire assignment by and among the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and undertakings, oral and written.
4.3 ATTORNEYS FEES AND COSTS, JURISDICTION AND VENUE. In the
event of a dispute between the parties regarding the terms of this Assignment,
or in the event any party commits a suit for the enforcement of the terms and
conditions hereof, then the prevailing party shall be entitled to reasonable
attorneys fees and costs pertaining to such proceedings. The parties consent
that jurisdiction and venue may be laid in the state courts located in either
Anchorage or Bethel, Alaska.
4.4. COUNTERPARTS. This Assignment may be executed in one or
more counterparts which when taken together shall constitute one Assignment.
4.5 EFFECTIVE DATE. The effective date of this Assignment
shall be the date of the signing of the Air Ambulance Services Agreement by AANI
and YKHC.
American Air Network Inc. American Air Network Alaska, Inc.
By:________________________________ By:_______________________________
Its:________________________________ Its. _____________________________
Yukon-Kuskokwim Health Corporation
By:_______________________________
Its:______________________________
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