Common use of Slots and Route Authorities Clause in Contracts

Slots and Route Authorities. At the request of United made during the Term of Agreement or upon termination of this Agreement, Contractor shall use its commercially reasonable efforts to transfer to United or its designee, to the extent permitted by law, any airport takeoff or landing slots, route authorities or other similar regulatory authorizations transferred to Contractor by United for use in connection with Scheduled Flights, or held by Contractor and used for Scheduled Flights, in each case in consideration of the payment by United to Contractor of the net book value (which shall not exceed the actual [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] out-of-pocket costs paid by Contractor with United’s written permission for such slot, authority, or authorization (it being acknowledged that there is no obligation of Contractor to purchase any slot, authority, or authorization for Scheduled Flights)), if any, of such slot, authority or authorization on Contractor’s books. Contractor’s obligations pursuant to the immediately preceding sentence shall survive the termination of this Agreement for so long as any transfer requested during the Term of Agreement pursuant to this Section 4.08 shall not have been completed. Contractor hereby agrees that all of Contractor’s contacts or communications with any applicable regulatory authority concerning any airport takeoff or landing slots, route authorities or other similar regulatory authorizations used for Scheduled Flights will be coordinated through United. If any airport takeoff or landing slot, route authority or other similar regulatory authorization transferred to Contractor by United for use in connection with Scheduled Flights, held by Contractor and used for Scheduled Flights is withdrawn or otherwise forfeited as a result of Controllable Cancellations or any other reason within Contractor’s reasonable control, then Contractor agrees to pay to United promptly upon demand an amount equal to the market value of such withdrawn or forfeited slot, authority or authorization.

Slots and Route Authorities. At Contractor and Continental agree and acknowledge that each airport takeoff or landing slot, route authority or other similar regulatory authorization (each, a “Slot or Route Authorization”) held by Contractor and used for Scheduled Flights or any other flights conducted by or on behalf of Continental is held for the benefit and on behalf of Continental. In that regard, at the request of United Continental made during the Term of Agreement or at any time and from time to time, including upon termination of this Agreement, Contractor shall use its commercially reasonable efforts to transfer to United Continental or its designee, to the extent permitted by law, any airport takeoff Slot or landing slots, route authorities or other similar regulatory authorizations transferred to Contractor by United for use in connection with Scheduled Flights, or Route Authorization held by Contractor and used for Scheduled FlightsFlights or any other flights conducted by or on behalf of Continental, in each case in consideration of the payment by United to Contractor of the net book value (which shall not exceed the actual [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] out-of-pocket costs paid by Contractor with United’s written permission for such slot, authority, or authorization (it being acknowledged that there is no obligation of Contractor to purchase any slot, authority, or authorization for Scheduled Flights))value, if any, of such slot, authority Slot or authorization Route Authorization on Contractor’s books; provided, that for the purposes of this Section 4.09, the net book value shall not exceed the actual out of pocket consideration paid by Contractor for such Slot or Route Authorization. Contractor’s obligations pursuant to the immediately preceding sentence shall survive the termination of this Agreement for so long as any transfer requested during the Term of Agreement pursuant to this Section 4.08 4.09 shall not have been completed. Contractor hereby agrees that all of Contractor’s contacts or communications with any applicable regulatory authority concerning any airport takeoff Slot or landing slots, route authorities or other similar regulatory authorizations Route Authorization used for Scheduled Flights will be coordinated through UnitedContinental. If any airport takeoff Slot or landing slot, route authority or other similar regulatory authorization transferred to Contractor by United for use in connection with Scheduled Flights, Route Authorization held by Contractor and used for Scheduled Flights or any other flights conducted by or on behalf of Continental is withdrawn or otherwise forfeited as a result of (i) Controllable Cancellations or any other reason within Contractor’s reasonable control, then Contractor agrees to pay to United Continental promptly upon demand an amount equal to the market value of such withdrawn or forfeited slotSlot or Route Authorization or (ii) any action or inaction by Continental, authority then Continental agrees to pay to Contractor promptly upon demand an amount equal to the net book value of such withdrawn or authorizationforfeited Slot or Route Authorization on Contractor’s books; provided, that for the purposes of this Section 4.09, the net book value shall not exceed the actual out of pocket consideration paid by Contractor for such Slot or Route Authorization.

Slots and Route Authorities. At Contractor and Continental agree and acknowledge that each airport takeoff or landing slot, route authority or other similar regulatory authorization (each, a "Slot or Route Authorization") held by Contractor and used for Scheduled Flights or any other flights conducted by or on behalf of Continental is held for the benefit and on behalf of Continental. In that regard, at the request of United Continental made during the Term of Agreement or at any time and from time to time, including upon termination of this Agreement, Contractor shall use its commercially reasonable efforts to transfer to United Continental or its designee, to the extent permitted by law, any airport takeoff Slot or landing slots, route authorities or other similar regulatory authorizations transferred to Contractor by United for use in connection with Scheduled Flights, or Route Authorization held by Contractor and used for Scheduled FlightsFlights or any other flights conducted by or on behalf of Continental, in each case in consideration of the payment by United to Contractor of the net book value (which shall not exceed the actual [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] out-of-pocket costs paid by Contractor with United’s written permission for such slot, authority, or authorization (it being acknowledged that there is no obligation of Contractor to purchase any slot, authority, or authorization for Scheduled Flights))value, if any, of such slot, authority Slot or authorization Route Authorization on Contractor’s 's books; provided, that for the purposes of this Section 4.09, the net book value shall not exceed the actual out of pocket consideration paid by Contractor for such Slot or Route Authorization. Contractor’s 's obligations pursuant to the immediately preceding sentence shall survive the termination of this Agreement for so long as any transfer requested during the Term of Agreement pursuant to this Section 4.08 4.09 shall not have been completed. Contractor hereby agrees that all of Contractor’s 's contacts or communications with any applicable regulatory authority concerning any airport takeoff Slot or landing slots, route authorities or other similar regulatory authorizations Route Authorization used for Scheduled Flights will be coordinated through UnitedContinental. If any airport takeoff Slot or landing slot, route authority or other similar regulatory authorization transferred to Contractor by United for use in connection with Scheduled Flights, Route Authorization held by Contractor and used for Scheduled Flights or any other flights conducted by or on behalf of Continental is withdrawn or otherwise forfeited as a result of (i) Controllable Cancellations or any other reason within Contractor’s 's reasonable control, then Contractor agrees to pay to United Continental promptly upon demand an amount equal to the market value of such withdrawn or forfeited slotSlot or Route Authorization or (ii) any action or inaction by Continental, authority then Continental agrees to pay to Contractor promptly upon demand an amount equal to the net book value of such withdrawn or authorizationforfeited Slot or Route Authorization on Contractor's books; provided, that for the purposes of this Section 4.09, the net book value shall not exceed the actual out of pocket consideration paid by Contractor for such Slot or Route Authorization.