Delta Airlines 2010 Annual Report Download - page 343

(c) Airline's failure to vacate or stay any of the following within 30 days after they occur: (i) a petition in bankruptcy is filed by or against Airline;
(ii) Airline is adjudicated as bankrupt or insolvent; (iii) a receiver, trustee, or liquidator is appointed for all or a substantial part of Airline's property; or
(iv) Airline makes an assignment for the benefit of creditors.
At any time an Event of Default occurs and is continuing, JFK IAT may serve notice on Airline specifying such Event of Default and stating that this
Agreement shall terminate on the date specified in such notice (such date shall be at least 3 days after the giving of such notice). If the Event of Default is not
cured by the date specified in such notice, this Agreement shall terminate as fully and completely as if the expiration of the period specified in such notice
were the day herein definitely fixed for the termination of this Agreement.
13.2 Remedies for Default. At any time an Event of Default occurs and is continuing, JFK IAT, in addition to the remedies given in this Agreement, may,
upon 3 days notice to Airline, (i) suspend services to Airline, including gate access, (ii) require prior payment of applicable fees upon arrival or prior to
departure or (iii) exercise any remedy provided by law or in equity. The exercise by JFK IAT of any one remedy does not prohibit JFK IAT from exercising
any other remedy.
13.3 Termination without Cause. (a) Irrespective of the duration of this Agreement, Airline shall have the right to terminate this Agreement without cause at
any time, with 30 days notice to JFK IAT provided it pays to JFK IAT an early termination fee equal to the greater of , as adjusted by the Annual CPI
Percentage Increase, or the sum of prior eighteen months of Passenger Fees incurred by Airline hereunder from the date of such termination notice.
(b) In the event the Term of this Agreement is for more than 1 year, JFK IAT shall have the right to terminate this Agreement and revoke the privileges
granted hereunder without cause at any time, with 6 months notice to Airline, without the obligation to pay an early termination fee and JFK IAT will not be
liable for any damages or other liability arising hereunder as a result of the earlier termination.
13.4 Result of Termination & Surrender. (a) Upon termination or expiration of this Agreement, Airline shall be deemed to have no further rights hereunder.
Airline shall promptly and peaceably vacate Terminal 4. Airline shall remain liable for all fees and charges due up to the date of termination and all clean-up
and repair costs and other costs and expenses, including reasonable attorneys' fees and disbursements, due to Airline's failure to comply with this
subparagraph (a).
(b) After termination of this Agreement and upon 10 days' notice by JFK IAT, Airline shall remove its aircraft, tools, equipment and other personal
property, subject to any valid lien which JFK IAT may have thereon for unpaid fees and charges. Airline shall not abandon any portion of its property at
Terminal 4 without the written consent of JFK IAT, and as such, any and all property not removed by Airline within 10 days following such notice by JFK
IAT shall, at the option of JFK IAT but at no cost to JFK IAT: (1) become the property of JFK IAT; (2) be stored by JFK IAT; or (3) be sold at a public or
private sale. Airline shall restore or bear the costs of restoration of all JFK IAT property damaged by or as a result of the removal of Airline's property to the
condition existing before such damage at Airline's sole expense.
13.5 Survival. Section 13.4 shall survive the termination of this Agreement.
13.6 Attorneys' Fees and Disbursements. In the event of any breach of this Agreement by any party thereto, the non-prevailing party shall pay all of the
reasonable attorneys' fees and costs of the prevailing party when such fees and costs are incurred.
Section 14 MISCELLANEOUS
14.1 Force Majeure. Neither party shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations hereunder by
reason of strikes, boycotts, labor disputes, embargoes, shortage of energy or materials, acts of God, acts of a public enemy, acts of superior governmental
authority, weather conditions, war, riots, rebellion, sabotage, or any other circumstances for which it is not responsible and that are not within its control;
provided these provisions shall not excuse Airline from paying the fees and charges specified in Section 4 and shall not apply to any other charges or money
payments.
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