Common use of Termination by Delta Clause in Contracts

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 agreement with its pilots, as may be amended from time to time; (xi) any Pinnacle Party shall default with respect to the material terms of any other agreement between any Pinnacle Party or any Affiliate of any Pinnacle Party, on the one hand, and Delta or an Affiliate of Delta, on the other hand (any such agreement, a “Related Party Agreement”), and such breach shall continue for more than the period of grace, if any, specified therein and shall not have been waived; provided, however, that each of (i) the 2007 CRJ-900 Delta Connection Agreement; (ii) the SAAB Agreement and (iii) the Second and Amended Restated Air Services Agreement shall not be a Related Party Agreement hereunder until July 1, 2011; or (xii) an Operator’s failure to pass, any audit conducted by the DOT, FAA, DOD or IOSA, at any time during the Term of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, if between the Effective Date and March 31, 2011 Delta notifies Pinnacle of Delta’s intent to terminate this Agreement pursuant to Section 10.03(iv), 10.03(v), 10.03(vi) or 10.03(ix) above, and the default by Operator giving rise to such notice of termination is due to an act or omission of Mesaba occurring prior to the Effective Date, then Operators shall have ninety (90) days after receipt of such notice to cure such default and if such default is not cured within such 90-day period, Delta shall have the right to terminate this Agreement immediately and at its sole option.

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 OperatorPinnacle’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 Pinnacle of Section 2.08 hereof; (v) an OperatorPinnacle’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 Pinnacle fails 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 OperatorPinnacle’s failure to comply with the insurance provisions of Section 9.03 hereof; (ix) an OperatorPinnacle’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 Pinnacle to provide the Regional Airline Services required under this Agreement; (x) an Operator Pinnacle shall commence operating an aircraft type which causes Delta to be in violation of its collective bargaining agreement with its pilots, as may be amended from time to time; (xi) any Pinnacle Party shall default with respect to the material terms of any other agreement between any Pinnacle Party or any Affiliate of any Pinnacle Party, on the one hand, and Delta or an Affiliate of Delta, on the other hand (any such agreement, a “Related Party Agreement”), and such breach shall continue for more than the period of grace, if any, specified therein and shall not have been waived; provided, however, that each of (i) the 2007 CRJ-900 Delta Connection Agreement; (ii) the SAAB Agreement and (iii) the Second and Amended Restated Air Services Agreement shall not be a Related Party Agreement hereunder until July 1, 2011; or (xii) an OperatorPinnacle’s failure to pass, any audit conducted by the DOT, FAA, DOD or IOSA, at any time during the Term of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, if between the Effective Date and March 31, 2011 Delta notifies Pinnacle of Delta’s intent to terminate this Agreement pursuant to Section 10.03(iv), 10.03(v), 10.03(vi) or 10.03(ix) above, and the default by Operator giving rise to such notice of termination is due to an act or omission of Mesaba occurring prior to the Effective Date, then Operators shall have ninety (90) days after receipt of such notice to cure such default and if such default is not cured within such 90-day period, Delta shall have the right to terminate this Agreement immediately and at its sole option.