Termination by Delta Clause Samples

The 'Termination by Delta' clause grants Delta the explicit right to end the agreement under specified circumstances. Typically, this clause outlines the conditions or events—such as breach of contract, insolvency, or failure to meet performance standards—that would allow Delta to initiate termination. By clearly defining Delta's ability to terminate, the clause provides a mechanism for Delta to manage risk and exit the contract if necessary, ensuring flexibility and protection against unfavorable situations.
Termination by Delta. Notwithstanding, and in addition to, the provisions of Section 10.02, Delta shall have the right to terminate this Agreement immediately and at its sole option upon the occurrence of one or more of the following: (i) Any Pinnacle Party agrees to merge into or with any entity other than an Affiliate of Parent, agrees to be acquired by any entity other than Affiliate of Parent, agrees to sell substantially all of its assets or enters into a letter of intent, or similar document, to merge into or with any entity other than an Affiliate of Parent, to be acquired by any entity other than an Affiliate of Parent, or to sell substantially all of its assets (each such event, a “Merger”); (ii) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) (a “Person”) other than an Affiliate of Parent of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than forty-nine percent (49%) of either (a) the then outstanding shares of common stock of any Pinnacle Party, or (b) the combined Voting Power of the then outstanding voting securities of any Pinnacle Party entitled to vote generally in the election of such entity’s directors or managers, as applicable (each such event, a “Change of Control”); (iii) An Operator’s level of safety with respect to its operation of the Aircraft or the Regional Airline Services is not reasonably satisfactory to Delta; (iv) a breach by any Operator of Section 2.08 hereof; (v) an Operator’s failure to pass, in Delta’s reasonable discretion, a safety and codeshare audit to be conducted by Delta, at its sole discretion, at any time during the Term of this Agreement; (vi) Operators fail to achieve any of the Operational Performance Standards set forth on Schedule 2.11 with respect to the Aggregate CRJ900 Delta Connection Flights during ***; (vii) a material breach by any Pinnacle Party of any representation or warranty in Section 11.01(e); (viii) an Operator’s failure to comply with the insurance provisions of Section 9.03 hereof; (ix) an Operator’s FAA or DOT Certification is for any reason suspended or revoked or otherwise not in full force and effect so as to permit such Operator to provide the Regional Airline Services required under this Agreement; (x) an Operator shall commence operating an aircraft type which causes Delta to be in violation of its collective bargaining agreeme...
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Termination by Delta. Notwithstanding the provisions of Section 10.02(b), Delta shall have the right to terminate this Agreement immediately and at its sole option if: (a) 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) 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) 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) Pinnacle’s failure to pass, in Delta’s reasonable discretion, a safety and codeshare audit to be conducted by Delta, at its sole discretion, at any time during the Term of this Agreement. (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 (i) an FAA order which grounds all commercial flights of all air carriers or grounds a specific Aircraft type of all air carriers, (ii) a scheduling action by Delta, or (iii) Delta’s inability to perform its obligations under this Agreement as a result of a strike by Delta employees. (f) Pinnacle’s FAA or DOT Certification is for any reason revoked or otherwise not in full force and effect so as to permit Pinnacle to perform the Regional Airline Services required under this Agreement. (g) Pinnacle or a Pinnacle Affected Company shall commence operating an aircraft type that causes Delta to be in violation of its collective bargaining agreement with its pilots as in effect on the Effective Date. (h) Pinnacle or any Affiliate of Pinnacle shall default with respect to the material terms of any other agreement between Pinnacle or such Affiliate of Pinnacle and Delta or any Affiliate of Delta (any such agreement, a “Related Party Agreement”), and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived.
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Termination by Delta. Notwithstanding, and in addition to, the provisions of Sections 11.3 and 11.4, each of the following shall, in addition to, and not in lieu of, any other rights and remedies available to Delta at law or in equity, Delta shall have the right to terminate or suspend, as applicable, this Umbrella Agreement and any Ancillary Agreements in effect immediately and at its sole option if: (a) Joby shall fail to comply with the provisions of Schedule 5.5 [Insurance] and, as a result thereof, the insurance required thereunder is either not in effect or Delta has received notice of cancellation or non-renewal of such insurance; or (a) Joby shall fail a safety audit in accordance with Section 5.7 and fails to successfully rectify any material issues brought forward within the prescribed time limit associated with any such audit (and unless otherwise provided such time limit shall be not more than 3 months); provided, that in any case, Joby shall have at least 30 days to successfully rectify any material audit failures identified by Delta before this termination right shall apply (but for clarity, Delta’s right to suspend shall apply in its sole discretion during such period that such identified material audit failures have not been successfully rectified); or (b) Delta may suspend (in whole or in part) or terminate this Agreement upon written notice to Joby upon the occurrence of any serious safety accident involving aircraft operated by Joby Elevate, Inc. (or any other Joby Affiliate being used to operate the Joby Service) that has (i) resulted in bodily injury, a fatality or “substantial damage” (as substantial damage is defined in 49 CFR 830.2) (an “Accident”); provided that the parties recognize and acknowledge that serious safety accidents comprised solely of property damage occurring in connection with pre-certification flight testing will not be deemed an Accident hereunder (but that any such event including bodily injury or a fatality will not be so deemed) or (ii) is likely, in Delta’s commercially reasonable opinion, to cause significant reputational harm to Delta. Joby shall provide Delta with information requested by Delta in connection with any Accident and other information as may be requested by Delta associated with ▇▇▇▇’s operations or safety protocols (in each case except to the extent such information is protected by attorney-client privilege and/or the National Transportation Safety Board investigation process). Delta may review the facts and circum...
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Termination by Delta. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the Board of Directors of Delta, if (a) there has been a breach by SCB or Merger Sub of any representation or warranty contained in this Agreement which would have or would be reasonably likely to have an SCB Material Adverse Effect, or (b) there has been a material breach of any of the covenants or agreements set forth in this Agreement on the part of SCB, which breach is not curable or, if curable, is not cured within 30 days after written notice of such breach is given by Delta to SCB.
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Termination by Delta. Notwithstanding the provisions of Section 10.02(b), Delta shall have the right to terminate this Agreement immediately and at its sole option if: (a) Pinnacle or 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) Pinnacle or 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) 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.
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Termination by Delta 
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Related to Termination by Delta

  • Termination by XOOM We may terminate this Contract, or the applicable portion of this Contract, at our discretion and without penalty immediately upon notice to you if: a. do not pay your bill in full by the date on your bill; b. do anything that prevents us from supplying you with Energy or services; c. increase your consumption above 2,500 gigajoules per year; or d. do not give us satisfactory financial or credit information, do not give us a deposit when we request one, or do not meet our credit requirements. We may terminate this Contract, or the applicable portion of this Contract, at our direction and without penalty for any other reason on thirty (30) days notice.

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by ▇▇▇▇▇ Subject to Section 5.2, the CAISO may terminate this Agreement by giving written notice of termination in the event that the Participating Load commits any material default under this Agreement and/or the CAISO Tariff which, if capable of being remedied, is not remedied within thirty (30) days after the CAISO has given, to the Participating Load, written notice of the default, unless excused by reason of Uncontrollable Forces in accordance with Article X of this Agreement. With respect to any notice of termination given pursuant to this Section, the CAISO must file a timely notice of termination with FERC, if this Agreement was filed with FERC, or must otherwise comply with the requirements of FERC Order No. 2001 and related FERC orders. The filing of the notice of termination by the CAISO with FERC will be considered timely if: (1) the filing of the notice of termination is made after the preconditions for termination have been met, and the CAISO files the notice of termination within sixty (60) days after issuance of the notice of default; or (2) the CAISO files the notice of termination in accordance with the requirements of FERC Order No. 2001. This Agreement shall terminate upon acceptance by FERC of such a notice of termination, if filed with FERC, or thirty (30) days after the date of the CAISO’s notice of default, if terminated in accordance with the requirements of FERC Order No. 2001 and related FERC orders.

  • Termination by ▇▇▇▇▇▇ This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by Parent: (a) if the Company breaches any of its representations or warranties, or fails to perform any of its covenants or agreements contained in this Agreement, and which breach or failure (i) would give rise to the failure of a condition set forth in paragraph (d), (e) or (f) of Annex I and (ii) by its nature cannot be cured or has not been cured by the Company by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after the Company’s receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are then in material breach of their respective representations or warranties or materially failing to perform their respective covenants or agreements contained in this Agreement in a manner that would allow the Company to terminate this Agreement under Section 7.4(b); or (b) (i) upon prior written notice to the Company if the Company Board (acting upon the recommendation of the Special Committee), the Special Committee or any other duly authorized committee of disinterested members of the Company Board shall have effected an Adverse Recommendation Change (provided that, any written notice, including pursuant to Section 5.3(d), of the Company’s intention to make an Adverse Recommendation Change in advance of making an Adverse Recommendation Change shall not result in Parent having any termination rights pursuant to this Section 7.3(b)(i) unless such written notice otherwise constitutes an Adverse Recommendation Change); provided, however, that Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.3(b)(i) unless the notice of termination pursuant to this Section 7.3(b)(i) is delivered by Parent to the Company within five (5) Business Days following the occurrence of the event giving rise to Parent’s right to terminate this Agreement pursuant to this Section 7.3(b)(i), (ii) if the Company shall have materially breached any of its obligations under Section 5.3, (iii) if the Company shall have failed, within ten (10) Business Days of a tender or exchange offer that constitutes a Takeover Proposal relating to securities of the Company having been commenced, to publicly recommend against such tender or exchange offer or (iv) if the Company shall have failed to publicly reaffirm its recommendation of the Offer and the Merger within ten (10) Business Days after a request to do so by Parent following the date any Takeover Proposal or any material modification thereto is first commenced, publicly announced, distributed or disseminated to the Company’s stockholders (provided that Parent may only make such request once with respect to each Takeover Proposal and each material modification thereto).

  • Termination by City The City may terminate any or all of the services agreed to be performed under this Agreement without cause, at any time during the Term by giving the Consultant thirty (30) days’ notice in writing. Either party may terminate this Agreement with cause, immediately upon giving the other party written notice of such default or breach of this Agreement that is the basis for the termination.