US Airways 2007 Annual Report Download - page 304

20 - ASSIGNMENTS AND TRANSFERS
20.1 Assignments by Buyer
Except as hereinafter provided, the Buyer may not sell, assign or transfer its rights or obligations under this Agreement to any person without the prior
written consent of the Seller.
20.2 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 or consolidation involving the Buyer, provided the
Buyer first obtains the written consent of the Seller. 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 event of default 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 within the meaning of Clause 21; and
(v) the surviving or acquiring entity holds an air carrier operating certificate issued by the FAA at the time, and immediately following the
consummation, of such sale, merger or consolidation.
20.3 Designations by Seller
The Seller may at any time by notice to the Buyer designate facilities or personnel of ANACS or any Affiliate of the Seller at which or by whom the
services to be performed under this Agreement will be performed. The Seller may also designate any of its Affiliates as the party responsible on behalf of
the Seller for providing to the Buyer all or any of the services to be performed under this Agreement. Notwithstanding such designation, the Seller will
remain ultimately responsible for fulfillment of all obligations undertaken by the Seller in this Agreement.
** Confidential Treatment Requested.
USA – Amended and Restated Airbus A320 Family Purchase Agreement PA – 109 of 123
EXECUTION PRIVILEGED AND CONFIDENTIAL