each
Aircraft over the Usage Amount paid by all Contract Users for each Aircraft
shall be payable to AV ONE by Westar, within 10 days of such determination.
(d)
All determinations by AV ONE pursuant to this Section shall be
made available to Westar in accordance with its books and records.
(e)
Upon termination of this Agreement, each party hereto agrees to
pay the other any and all amounts owed to each other which are accrued and
unpaid as the date of termination within 10 days of such termination.
5.
AV ONE, IF REQUESTED BY WESTAR, SHALL PERMIT WESTAR TO AUDIT ITS
BOOKS AND RECORDS RELATING TO THE COSTS BEING REIMBURSED HEREUNDER.
6.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. THERE ARE NO TERMS,
OBLIGATIONS, COVENANTS, REPRESENTATIONS, STATEMENTS OR CONDITIONS OTHER THAN
THOSE CONTAINED HEREIN OR IN EXHIBITS OR OTHER INSTRUMENTS DELIVERED OR TO BE
DELIVERED PURSUANT TO THE TERMS HEREOF. NO VARIATION OR MODIFICATION OF THIS
AGREEMENT NOR WAIVER OF ANY OF THE TERMS AND PROVISIONS HEREOF SHALL BE DEEMED
VALID UNLESS IN WRITING AND SIGNED BY THE PARTIES HERETO.
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7.
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS CONSTITUTING A
PARTNERSHIP, JOINT VENTURE OR AGENCY BETWEEN WESTAR AND AV ONE OR AS AN
ASSIGNMENT OF THE FLEET LEASE.
8.
EACH PARTY HERETO INTENDS THAT THIS AGREEMENT SHALL NOT BENEFIT
OR CREATE ANY RIGHT OR CAUSE OF ACTION IN OR ON BEHALF OF ANY PERSON OTHER THAN
THE PARTIES HERETO.
9.
ALL TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THE RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THIS AGREEMENT MAY NOT BE
ASSIGNED BY EITHER PARTY HERETO WITHOUT THE WRITTEN CONSENT OF THE OTHER PARTY.
10.
THE CONSTRUCTION, PERFORMANCE, EXECUTION AND ENFORCEMENT OF THIS
AGREEMENT AND ANY DISPUTE, WHETHER IN CONTRACT OR TORT, OF WHATSOEVER NATURE
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PERFORMANCE UNDER IT,
INCLUDING ANY REMEDY THEREOF, SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF
DELAWARE.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
above written.
WESTAR INDUSTRIES, INC.
By:
/s/ Paul R. Geist
Name:
Paul R. Geist
Title:
President
AV ONE, INC.
By:
/s/ Richard Ginsburg
Name:
Richard Ginsburg
Title:
President