Frontier Airlines 2006 Annual Report Download - page 275

Section 10.06 Interpretation. The table of contents and the section and other headings and subheadings contained in this
Agreement and in the exhibits and schedules hereto are solely for the purpose of reference, are not part of the agreement of the parties
hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or schedule hereto. All
references to days or months shall be deemed references to calendar days or months. All references to “$” shall be deemed references
to United States dollars. Unless the context otherwise requires, any reference to an “Article,” a “Section,” an “Exhibit,” or a
“Schedule” shall be deemed to refer to a section of this Agreement or an exhibit or schedule to this Agreement, as applicable. The
words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the words “without limitation.” This
Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party
drafting or causing the document to be drafted.
Section 10.07 Confidentiality. Except as required by law or stock exchange or other regulation or in any proceeding to
enforce the provisions of this Agreement, or as otherwise provided below, each party hereby agrees not to publicize or disclose to any
third party (x) the terms or conditions of this Agreement, or any exhibit, schedule or appendix hereto or thereto, or any information,
data, schedules, route information, fare schedules and rules shared between the parties during the course of performance under this
Agreement, without the prior written consent of the other parties thereto, or (y) any confidential information or data, both oral and
written, received from the other, whether pursuant to or in connection with this Agreement, and designated as such by the other
without the prior written consent of the party providing such confidential information or data (except that a party may disclose such
information to its third party consultants, advisors and representatives, in each case who are themselves bound to keep such
information confidential). Each of party hereby agrees not to use any such confidential information or data of the other party other
than in connection with performing their respective obligations or enforcing their respective rights under this Agreement, or as
otherwise expressly permitted or contemplated by this Agreement. If either party is served with a subpoena or other process requiring
the production or disclosure of any of such agreements or information, then the party receiving such subpoena or other process, before
complying with such subpoena or other process, shall, unless expressly requested not to do so by a government agency issuing the
subpoena or other process, immediately notify the other parties hereto of same and permit said other parties a reasonable period of
time to intervene and contest disclosure or production. Upon termination of this Agreement, each party must return to each other any
confidential information or data received from the other and designated as such by the party providing such confidential information
or data which is still in the recipient's possession or control. Without limiting the foregoing, no party shall be prevented from
disclosing the following terms of this Agreement: the number of aircraft subject hereto, the periods for which such aircraft are subject
hereto, and any termination provisions contained herein. The provisions of this Section 10.07 shall survive the termination of this
Agreement for a period of ten years.
Section 10.08 Arbitration
(a) Agreement to Arbitrate. Subject to the equitable remedies provided under Section 10.11, any and all claims,
demands, causes of action, disputes, controversies and other matters in question (all of which are referred to herein as “Claims”)
arising out of or relating to this Agreement, shall be resolved by binding arbitration pursuant to the procedures set forth by the
International Institute for Conflict Prevention and Resolution (the “CPR”). Each of the parties agrees that arbitration under this
Section 10.08 is the exclusive method for resolving any Claim and that it will not commence an action or proceeding based on a Claim
hereunder, except to enforce the arbitrators' decisions as provided in this Section 10.08, to compel any other party to participate in
arbitration under this Section 10.08. The governing law for any such action or proceeding shall be the law set forth in Section 10.08(f).
(b) Initiation of Arbitration. If any Claim has not been resolved by mutual agreement on or before the 15th day
following the first notice of the Claim to or from a disputing party, then the arbitration may be initiated by one party by providing to
the other party a written notice of arbitration specifying the Claim or Claims to be arbitrated. If a party refuses to honor its obligations
to arbitrate under this provision, the other party may compel arbitration in either federal or state court in New York, New York and
seek recovery of its attorneys' fees and court costs incurred if the arbitration is ordered to proceed.
(c) Place of Arbitration. The arbitration proceeding shall be conducted in New York, New York, or some other
location mutually agreed upon by the parties.
(d) Selection of Arbitrators. The arbitration panel (the “Panel”) shall consist of three arbitrators who are qualified
to hear the type of Claim at issue. They may be selected by agreement of the Parties within thirty days of the notice initiating the
Source: REPUBLIC AIRWAYS HOLDINGS INC, 10-K, March 15, 2007 Powered by Morningstar® Document Research℠