PERILS COVERAGE, SUBJECT TO SKYWEST'S PARTICIPATION IN A
GOVERNMENT-SPONSORED WAR RISK PROGRAM, OR, IF SUCH A GOVERNMENT-SPONSORED
PROGRAM NO LONGER EXISTS, A COMPARABLE COMMERCIAL PROGRAM.
(b)
Prior to the commencement of Regional Airline Services under this
Agreement and at least annually thereafter, certificates of insurance in a form
satisfactory to Midwest shall be delivered to Midwest evidencing compliance with
the insurance terms of this Agreement.
The certificates of insurance shall be
of a type that unconditionally obligates the insurer to notify Midwest in
writing [*] days (or such lesser period as may be available for war peril
coverage) in advance of the effective date in the event of any adverse material
change in or cancellation of such insurance.
The policies of insurance required
by paragraphs (ii) and (iii) of Section 9.03(a) shall provide coverage for
events which occur during the policy period, are continuing in nature and not on
a claims made basis, and shall include special provisions that provide:
30
(I)
THAT WITH RESPECT TO THE INTEREST OF MIDWEST, THE INSURANCE SHALL
NOT BE INVALIDATED BY ANY BREACH OF WARRANTY BY ANY OTHER PARTY;
(II)
THAT A WAIVER OF SUBROGATION IS PROVIDED IN FAVOR OF MIDWEST TO
THE SAME EXTENT SKYWEST HAS WAIVED ITS RIGHT OF RECOVERY UNDER THE TERMS OF THE
AGREEMENT; AND
(III)
THAT ANY WAIVER OF RIGHTS OF SUBROGATION AGAINST OTHER PARTIES BY
SKYWEST WILL NOT AFFECT THE COVERAGE PROVIDED WITH RESPECT TO MIDWEST.
The policies of insurance required by paragraph (ii) of Section 9.03(a) shall
include special provisions that provide:
(I)
THAT THE INSURERS ACKNOWLEDGE THAT THE INDEMNIFICATION AND HOLD
HARMLESS PROVISIONS OF THIS AGREEMENT ARE INSURED UNDER SKYWEST'S BLANKET
CONTRACTUAL LIABILITY COVERAGE;
(II)
THAT MIDWEST, ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES AND
ASSIGNS ARE NAMED AS ADDITIONAL INSUREDS THEREUNDER UNDER THE LIABILITY
COVERAGES, BUT ONLY AS RESPECTS THE OPERATIONS OF SKYWEST, AS THEIR INTERESTS
MAY APPEAR;
(III)
THAT THE INSURANCE IS PRIMARY IRRESPECTIVE OF ANY INSURANCE
CARRIED BY MIDWEST; AND
(IV)
EXCEPT FOR THE LIMIT OF LIABILITY, THE INSURANCE SHALL OPERATE IN
THE SAME MANNER AS IF THERE WERE A SEPARATE POLICY COVERING EACH ADDITIONAL
INSURED, BUT NOTHING HEREIN SHALL OPERATE TO INCREASE THE INSURER'S LIABILITY AS
SET FORTH ELSEWHERE IN THE POLICY BEYOND THE AMOUNT OR AMOUNTS FOR WHICH THE
INSURER WOULD HAVE BEEN LIABLE IF ONLY ONE PERSON OF INTEREST HAD BEEN NAMED AS
INSURED.
THE INCLUSION OF MORE THAN ONE CORPORATION, PERSON, ORGANIZATION, FIRM
OR ENTITY AS INSURED UNDER THE POLICIES SHALL NOT IN ANY WAY AFFECT THE RIGHTS
OF ANY SUCH CORPORATION, PERSON, ORGANIZATION, FIRM OR ENTITY EITHER AS RESPECTS
ANY CLAIM, DEMAND, SUIT OR JUDGMENT MADE, BROUGHT OR RECOVERED BY OR IN FAVOR OF
ANY OTHER INSURED, OR BY OR IN FAVOR OF ANY EMPLOYEE OF SUCH OTHER INSURED.
ARTICLE X
TERM AND TERMINATION
10.01
Term.
This Agreement shall be effective as of the Effective Date
and, unless earlier terminated as provided herein, shall continue in effect
until June 30, 2012 (the "Initial Term") and shall thereafter automatically be