\n| <\/td>\n | \n 8.<\/p>\n<\/td>\n | \n Insurance<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n (a) At all times during the Term of this Agreement, Lessor shall maintain at
\nits sole cost and expense (i) comprehensive aircraft and liability insurance
\nagainst bodily injury and property damage claims, including, without limitation,
\ncontractual liability, premises damage, personal property liability, personal
\ninjury liability, death and property damage liability, public and passenger
\nlegal liability coverage, in an amount not less than $100,000,000 for each
\nsingle occurrence and (ii) hull insurance for the full replacement cost of the
\naircraft.<\/p>\n<\/p>\n (b) Any policies of aircraft and liability insurance carried in accordance
\nwith this Section 8 and any policies taken out in substitution or replacement of
\nany such policies (i) shall name Lessee and his employees, agents, licensees,
\nservants and guests as additional insured; (ii) shall provide for 30 days
\nwritten notice to Lessee by such insurer of cancellation, change, non-renewal or
\nreduction (seven days in the case of war risk and allied perils coverage or such
\nshorter period as is customarily available in the industry); (iii) shall provide
\nthat in respect of the interests of Lessee in such policies, the insurance shall
\nnot be invalidated by any action or inaction of Lessor regardless of any breach
\nor violation of any warranties, declarations or conditions contained in such
\npolicies by or binding upon Lessor; and (iv) shall permit the use of the
\nAircraft by Lessor for compensation or hire to the extent permitted under
\napplicable law. Each such policy shall be primary insurance, not subject to any
\nco-insurance clause and shall be without right of contribution from any other
\ninsurance.<\/p>\n<\/p>\n (c) Lessor shall use reasonable commercial efforts to provide such additional
\ninsurance coverage for specific flights under this Agreement, if any, as Lessee
\nmay request in writing. Lessee also acknowledges that any trips scheduled to the
\nEuropean Union may require Lessor to purchase additional insurance to comply
\nwith local regulations. The cost of all additional flight-specific insurance
\nshall be borne by Lessee as set forth in Section 2(d) hereof.<\/p>\n<\/p>\n<\/p>\n (d) Each party agrees that it will not do any act or voluntarily suffer or
\npermit any act to be done whereby any insurance required hereunder shall or may
\nbe suspended, impaired or defeated. In no event shall Lessor suffer or permit
\nthe Aircraft to be used or operated under this Agreement without such insurance
\nbeing fully in effect.<\/p>\n<\/p>\n (e) Lessor shall ensure that worker153s compensation insurance with all-states
\ncoverage is provided for the Aircraft153s crew and maintenance personnel.<\/p>\n<\/p>\n (f) Lessor shall deliver certificates of insurance to Lessee with respect to
\nthe insurance required or permitted to be provided by it hereunder not later
\nthan the first flight of the Aircraft under this Agreement and upon the renewal
\ndate of each policy.<\/p>\n<\/p>\n<\/p>\n 4<\/p>\n \n
\n<\/p>\n9. Taxes<\/u>. Lessee shall be responsible for paying, and Lessor shall be
\nresponsible for collecting from Lessee and paying over to the appropriate
\nauthorities, all applicable Federal transportation taxes and sales, use or other
\nexcise taxes imposed by any governmental authority in connection with any use of
\nthe Aircraft by Lessee hereunder. Each party shall indemnify the other party
\nagainst any and all claims, liabilities, costs and expenses (including
\nattorney153s fees as and when incurred) arising out of its breach of this
\nundertaking.<\/p>\n<\/p>\n<\/p>\n 10. Lessee’s Representations and Warranties<\/u>. Lessee represents and
\nwarrants that:<\/p>\n<\/p>\n<\/p>\n (a) He will not use the Aircraft for the purposes of providing transportation
\nof passengers or cargo in air commerce for compensation or hire or for common
\ncarriage.<\/p>\n<\/p>\n<\/p>\n (b) He shall refrain from incurring any mechanic153s or other liens in
\nconnection with inspection, preventive maintenance, maintenance or storage of
\nthe Aircraft, and shall not attempt to convey, mortgage, assign, lease or in any
\nway alienate the Aircraft or create any kind of lien or security interest
\ninvolving the Aircraft or do anything or take any action that might mature into
\nsuch a lien.<\/p>\n<\/p>\n (c) He shall not lien or otherwise encumber or create or place any lien or
\nother encumbrance of any kind whatsoever, on or against the Aircraft for any
\nreason. He also will ensure that no liens or encumbrances of any kind whatsoever
\nare created or placed against the Aircraft for claims against Lessee or by
\nLessee.<\/p>\n<\/p>\n (d) He will abide by and conform to all laws, governmental and airport
\norders, rules and regulations, as shall be imposed upon the lessee of an
\naircraft under a time sharing agreement, and applicable company policies of
\nLessor.<\/p>\n<\/p>\n 11. Lessor’s Representations and Warranties<\/u>. Lessor represents and
\nwarrants that it will abide by and conform to all such laws, governmental and
\nairport orders, rules and regulations, as shall from time to time be in effect
\nrelating in any way to the operation and use of the Aircraft pursuant to this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n 12. Disclaimer of Warranties<\/u>. EXCEPT AS EXPRESSLY SET FORTH IN THIS
\nAGREEMENT, LESSOR HAS MADE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
\nWITH RESPECT TO THE AIRCRAFT, INCLUDING ANY WITH RESPECT TO ITS CONDITION,
\nMERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER
\nPARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INCIDENTIAL,
\nCONSEQUENTIAL OR SPECIAL DAMAGES, HOWEVER ARISING.<\/p>\n<\/p>\n<\/p>\n 5<\/p>\n \n
\n<\/p>\n13. Term.<\/u> The term of this Agreement (the “Term”) shall commence on
\nthe effective date hereof and, unless terminated in accordance with the
\nprovisions hereof, shall remain in full force in effect for an initial term
\nending on December 31, 2012 and thereafter shall automatically renew for
\nsuccessive one-year terms. Notwithstanding the foregoing, either party shall
\nhave the right to terminate this Agreement for any reason or no reason by
\nwritten notice given to the other party not less than 30 days prior to the
\nproposed termination date.<\/p>\n<\/p>\n<\/p>\n 14. Limitation of Liability<\/u>. Lessee, for himself and on behalf of his
\nagents, guests, invitees, licensees, servants and employees, covenants and
\nagrees that the insurance described in Section 8 hereof shall be the sole
\nrecourse for any and all liabilities, claims, demands, suits, causes of action,
\nlosses, penalties, fines, expenses or damages, including attorneys fees, court
\ncosts and witness fees, attributable to the use, operation or maintenance of the
\nAircraft pursuant to this Agreement or performance of or failure to perform any
\nobligation under this Agreement.<\/p>\n<\/p>\n<\/p>\n 15. Relationship of Parties<\/u>. Lessor is strictly an independent
\ncontractor lessor\/provider of transportation services with respect to Lessee.
\nNothing in this Agreement is intended, nor shall it be construed so as, to
\nconstitute the parties as partners or joint venturers or principal and agent.
\nAll persons furnished by Lessor for the performance of the operations and
\nactivities contemplated by this Agreement shall at all times and for all
\npurposes be considered Lessor153s employees or agents.<\/p>\n<\/p>\n<\/p>\n 16. Governing Law; Severability<\/u>. This Agreement shall be governed by
\nand interpreted in accordance with the laws of the State of New York, without
\nregard to its choice of law rules. If any provision of this Agreement conflicts
\nwith any statute or rule of law of the State of New York, or is otherwise
\nunenforceable, such provision shall be deemed null and void only the extent of
\nsuch conflict or unenforceability, and shall be deemed separate from, and shall
\nnot invalidate, any other provision of this Agreement.<\/p>\n<\/p>\n<\/p>\n 17. Amendment<\/u>. This Agreement may not be amended, supplemented,
\nmodified or terminated, or any of its terms varied, except by an agreement in
\nwriting signed by each of the parties hereto.<\/p>\n<\/p>\n<\/p>\n 18. Counterparts<\/u>. This Time Sharing Agreement may be executed in
\ncounterparts, each of which shall, for all purposes, be deemed an original and
\nall such counterparts, taken together, shall constitute one and the same
\nagreement, even though all parties may not have executed the same counterpart.
\nEach party may transmit its signature by facsimile, and such faxed signature
\nshall have the same force and effect as an original signature.<\/p>\n<\/p>\n<\/p>\n 19. Successors and Assigns<\/u>. This Time Sharing Agreement shall be
\nbinding upon the parties hereto, and their respective heirs, executors,
\nadministrators, other legal representatives, successors and assigns, and shall
\ninure to the benefit of the parties hereto, and, except as otherwise provided
\nherein, to their respective heirs, executors, administrators, other legal
\nrepresentatives, successors and permitted assigns. Lessee agrees that he shall
\nnot directly or indirectly sublease, assign, transfer, pledge or hypothecate
\nthis Agreement or any part hereof (including any assignment or transfer pursuant
\nto the laws of intestacy) without the prior written consent of Lessor, which may
\nbe given or withheld by Lessor in its sole and absolute discretion.<\/p>\n<\/p>\n<\/p>\n 6<\/p>\n \n
\n<\/p>\n20. Notices<\/u>. All notices or other communications delivered or given
\nunder this Agreement shall be in writing and shall be deemed to have been duly
\ngiven if hand-delivered, sent by certified or registered mail, return receipt
\nrequested, or nationally-utilized overnight delivery service, or confirmed
\nfacsimile transmission, as the case may be. Such notices shall be addressed to
\nthe parties at the addresses set forth above, or to such other address as may be
\ndesignated by any party in a writing delivered to the other in the manner set
\nforth in this Section 20. In the case of notices to Lessor, a copy of each such
\nnotice shall be sent to Cablevision Systems Corporation, 1111 Stewart Avenue,
\nBethpage, New York 11714, attention: General Counsel. Notices sent by certified
\nor registered mail shall be deemed received three business days after being
\nmailed. All other notices shall be deemed received on the date delivered.
\nRoutine communi -cations may be made by e-mail or fax to the ad -dresses set forth
\ntherein.<\/p>\n<\/p>\n<\/p>\n 21. Truth-in-Leasing Compliance<\/u>. Lessor, on behalf of the Lessee,
\nshall (i) mail a copy of this Agreement to the Aircraft Registration Branch,
\nTechnical Section, of the FAA in Oklahoma City within 24 hours of its execution;
\n(ii) notify the Farmingdale Flight Standards District Office at least 48 hours
\nprior to the first flight by Lessor under this Agreement of the registration
\nnumber of the Aircraft, and the location of the airport of departure and
\ndeparture time of the first flight; and (iii) carry a copy of this Agreement
\nonboard the Aircraft at all times when the Aircraft is being operated under this
\nAgreement.<\/p>\n<\/p>\n<\/p>\n 22. TRUTH IN LEASING STATEMENT UNDER FAR SECTION 91.23<\/u>:<\/p>\n<\/p>\n<\/p>\n (A) LESSOR HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN MAINTAINED AND
\nINSPECTED UNDER FAR PART 91 DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF
\nEXECUTION OF THIS AGREEMENT. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN
\nCOMPLIANCE WITH THE MAINTENANCE AND INSPECTION REQUIREMENTS OF FAR PART 91 FOR
\nALL OPERATIONS TO BE CONDUCTED UNDER THIS AGREEMENT.<\/p>\n<\/p>\n<\/p>\n (B) CSC TRANSPORT IV, INC., 8000 REPUBLIC AIRPORT, HANGAR 5, FARMINGDALE, NEW
\nYORK 11735, HEREBY CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF
\nTHE AIRCRAFT FOR ALL OPERATIONS UNDER THIS AGREEMENT.<\/p>\n<\/p>\n<\/p>\n (C) EACH PARTY HEREBY CERTIFIES THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR
\nCOMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.<\/p>\n<\/p>\n<\/p>\n (D) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF THE FACTORS BEARING ON
\nOPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION REGULATIONS CAN BE
\nOBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.<\/p>\n<\/p>\n<\/p>\n 7<\/p>\n \n
\n<\/p>\nIN WITNESS WHEREOF, Lessor and Lessee have executed this Time Sharing
\nAgreement effective as of the date first above written.<\/p>\n<\/p>\n<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n LESSOR:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n CSC TRANSPORT IV, INC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n By:<\/p>\n<\/td>\n | \n \/s\/ James Nuzzo<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Name:<\/p>\n<\/td>\n | \n James Nuzzo<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n Title:<\/p>\n<\/td>\n | \n EVP, Business Planning<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n LESSEE:<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n \/s\/ David G. Ellen<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n David G. Ellen<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n 8<\/p>\n \n
<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6984],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9613,9614],"class_list":["post-42923","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cablevision-systems-corp","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-operations","corporate_contracts_types-operations__equipment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42923","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42923"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42923"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42923"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42923"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | |