Frontier Airlines 2011 Annual Report Download - page 199

21 - ASSIGNMENTS AND TRANSFERS
21.1 Assignments
Except as hereinafter provided, neither party may sell, assign, novate or transfer its rights or obligations under this Agreement to any person
without the prior written consent of the other, except that the Seller may sell, assign, novate or transfer its rights or obligations under this
Agreement to any Affiliate without the Buyer’s consent.
21.2 Assignments on Sale, Merger or Consolidation
The Buyer will be entitled to assign its rights under this Agreement at any time due to a merger, consolidation or a sale of all or substantially
all of its assets, provided the Buyer first obtains the written consent of the Seller. The Buyer will provide the Seller with no less than 90 days
notice if the Buyer wishes the Seller to provide such consent. The Seller will provide its consent if
(i) the surviving or acquiring entity is organized and existing under the laws of the United States;
(ii) the surviving or acquiring entity has executed an assumption agreement, in form and substance reasonably acceptable to the Seller,
agreeing to assume all of the Buyer’s obligations under this Agreement;
(iii) at the time, and immediately following the consummation, of the merger, consolidation or sale, no Termination Event exists or will
have occurred and be continuing;
(iv) there exists with respect to the surviving or acquiring entity no basis for a Termination Event;
(v) the surviving or acquiring entity is an air carrier holding an operating certificate issued by the FAA at the time, and immediately
following the consummation, of such sale, merger or consolidation; and
(vi) []
21.3 Designations by Seller
The Seller may at any time by notice to the Buyer designate facilities or personnel of the Seller or any other Affiliate of the Seller at which
or by whom the services to be performed under this Agreement will be performed. Notwithstanding such designation, the Seller will remain
ultimately responsible for fulfilment of all obligations undertaken by the Seller in this Agreement.
21.4 Transfer of Rights and Obligations upon Reorganization
In the event that the Seller is subject to a corporate restructuring having as its object the transfer of, or succession by operation of law in, all
or a substantial part of its assets and liabilities, rights and obligations, including those existing under this Agreement, to a person (the
“Successor”) that is an Affiliate of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business
carried on by the Seller at the time of the restructuring, such
* Confidential