Common use of Termination by Delta Clause in Contracts

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.

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. (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 or Mesaba’s FAA or DOT Certification is for any reason revoked or otherwise not in full force and effect so as to permit Pinnacle or Mesaba to perform the Regional Airline Services required under this Agreement. (g) Pinnacle Pinnacle, Mesaba 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 Mesaba shall default with respect to the material terms of any other agreement between Pinnacle or such Affiliate of Pinnacle Mesaba 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; provided, however, that each of (i) the 2007 CRJ-900 Delta Connection Agreement; (ii) the SAAB Agreement and (iii) the ▇▇▇▇ ▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Agreement shall not be a Related Party Agreement hereunder until July 1, 2011. 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(b)(but only with respect to Leases relating to Aircraft operated by Mesaba), 10.03(d) or 10.03(f) above, and the default by Pinnacle or Mesaba giving rise to such notice of termination is due to an act or omission of Mesaba occurring prior to the Effective Date, then Pinnacle and Mesaba 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.