Rate Reset Sample Clauses
Rate Reset. (A) Prior to October 1, 2012, the Parties agree to meet and confer regarding the reset, if any, of the Aircraft Month Rates, Block Hour Rates *** and Cycle Rates to be effective for calendar year 2013 (the “2013 Rate Reset”). Such reset rates shall reflect the estimated cost structure of the Operators’ operations during 2013 and incorporate synergies achieved or expected to be achieved by Parent and the Operators as mutually agreed upon by the Parties. For purposes of the 2013 Rate Reset, the Parties shall use the following methodology: Operators’ and/or Parent’s Direct Costs for the prior year (excluding one-time or unusual items) shall be adjusted for known changes or PPI, pooled by the cost category at the cost aggregation level and at the appropriate corporate level of the Pinancle Parties (for example, corporate overhead would be pooled at the Parent and allocated to all Affiliates of Parent) and divided by the Statistical Driver to arrive at the respective Aircraft Month Rate, Block Hour Rate *** and Cycle Rate. The Aircraft Month Rates, Block Hour Rates (with Flight Operations Rate included) and Cycle Rates for calendar years 2014, 2015, 2016 and 2017 will be determined by multiplying the prior year’s Aircraft Month Rates, Block Hour Rates (with Flight Operations Rate included) and Cycle Rates by (1+CPPI).
Rate Reset. (a) Continental may withdraw any Covered Aircraft (other than any Additional Aircraft that becomes a Covered Aircraft pursuant to Sections 2.04 or 2.08(h) or any Replacement Aircraft that becomes a Covered Aircraft pursuant to Section 2.05) from the capacity purchase provisions of this Agreement in accordance with and subject to the limitations, terms and conditions contained in this Section 2.11.
(b) In order to withdraw Covered Aircraft pursuant to this Section 2.11, on or before July 1, 2014 (but not prior to May 1, 2014), Continental shall give Contractor written notice (the “Withdrawal/Rate Reset Notice”) of its intention to withdraw all or a portion of the Covered Aircraft subject to withdrawal pursuant to this Section 2.11, and shall allow Contractor a minimum of 30 days to bid on such Covered Aircraft, with such bid process to be concluded on or before February 15, 2015. If Continental is withdrawing only a portion of the Covered Aircraft subject to withdrawal pursuant to this Section 2.11, the portion subject to withdrawal shall be such Covered Aircraft with the shortest remaining terms under the applicable Covered Aircraft Subleases. If, at the time the Withdrawal/Rate Reset Notice is given and at the time of any award referenced below, (A) Contractor has consistently satisfied in all material respects the standards of care and service described in Section 4.03 in connection with its obligations under this Agreement and any other similar agreement among Continental and Contractor (it being understood that any repeated failure to correct any violation of any standard of care and service reasonably asserted by Continental to be material shall be deemed to be a material failure) and otherwise complied in all material respects with the terms of this Agreement and the Ancillary Agreements, except to the extent such non-compliance directly results from material circumstances outside of Contractor’s reasonable control, and (B) Continental and Contractor, each acting reasonably, agree on base and incentive rates relating to such Covered Aircraft (the “Reset Rates”), then Contractor shall be awarded at least the portion of such Covered Aircraft subject to withdrawal with the longest remaining terms under the applicable Covered Aircraft Subleases such that, after giving effect to any withdrawal pursuant to this Section 2.11, the number of CPA Aircraft is at least the Minimum Percentage (as adjusted pursuant to Section 2.04(c)) of the regional aircraft used...