By American. Gogo shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the Equipment, Software and Services, as well as such other documents and records as American shall reasonably require in order to audit Gogo’s compliance with this Agreement, and shall make such records available for audit until [***]; provided, however, that such auditor shall not be entitled to access to any information that Gogo may not disclose pursuant to confidentiality obligations to any third party. The audit, for purposes of certifying Gogo’s compliance with the terms of this Agreement, may be conducted no more than once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on Gogo’s business at American’s expense by (i) with respect to any audit of Gogo’s compliance with Section 11.6, a public accounting firm other than a firm that audits Gogo or American, which firm shall be appointed by American and approved by Gogo and (ii) with respect to audits of other matters, American’s internal audit staff or, at American’s election, a public accounting firm which firm shall be appointed by American and approved by Gogo. Any such audit firm or American employee shall agree, in a writing satisfactory to Gogo, to maintain the confidentiality of all information disclosed pursuant to such audit. Notwithstanding anything to the contrary contained herein, with respect to Gogo’s compliance with Section 11.6, American may cause an audit to be conducted if in any year Gogo fails to provide the certification required by Section 11.6 (in which case the expenses of such audit shall be borne by Gogo) or, if Gogo provides such certification, American has reason to doubt the accuracy of such certification (in which case the expenses will be borne by American if the audit confirms Gogo’s compliance and by Gogo if Gogo is found not to be in compliance) With respect to any audit of Section 11.6, the auditor shall, subject to appropriate confidentiality agreements, have access to information regarding Gogo’s arrangements with other airlines but the report delivered by such auditor to American shall be drafted in a way that preserves the anonymity of other Gogo airline partners.
By American. Payment by American for Equipment shall be made net [***] from the date of issuance of Gogo’s invoice therefor, which shall not precede shipment of the Equipment. Gogo’s share of any Portal Revenue and revenue from Ancillary Services collected by American will be calculated on a calendar quarter basis and paid to Gogo within [***] of the end of the calendar quarter in which American collected such revenue. Payment by American for User Connectivity Sessions and any Services (such as Usage Fees) shall be made net [***] from the date of issuance of Gogo’s invoice therefor, which date shall be noted thereon. In the event that American in good faith disputes any invoiced amount(s), then within [***] following issuance of the invoice, American will notify Gogo in writing of the disputed amount(s) and submit payment for all undisputed amounts in accordance with this Section, and American’s nonpayment of such disputed amounts pending resolution will not constitute a breach by American of this Agreement. The unpaid disputed amount(s) will be resolved by mutual negotiations of the parties. Invoices to American hereunder shall be sent by Gogo using American’s electronic invoicing system. All amounts shall be payable in U.S. Dollars and paid via check to Gogo at the following address: Gogo LLC 0000 X. Xxxxxxxxx Xxxxxxx Xx., Xxxxx 000 Xxxxxx, XX 00000 Attn: Accounts Receivable
By American. American shall indemnify and hold Gogo harmless and defend Gogo, its parent company, subsidiaries and affiliates and their respective officers, directors, agents, representatives, contractors and employees (collectively herein the “Gogo Indemnified Parties”), and each of them, from and against any and all claims, demands, actions, liabilities, damages, losses, expenses, suits, proceedings, assessments, fines, penalties and/or judgments (including without limitation all attorney’s fees, costs and expenses in connection therewith), whether for the death of or bodily injury to any person (including without limitation Gogo’s employees), for the loss of, damage to or destruction of any property and/or for any other injury, loss or damage of any kind or nature whatsoever, that may be charged to, recoverable from, suffered or incurred by or assessed or asserted against any of the Gogo Indemnified Parties by any third party, to the extent resulting from or caused by (i) the Excluded Claims, (ii) any Security Incident arising from American services or American Systems; however, if American can reasonably demonstrate that Gogo was a contributing cause of a Security Incident, then American’s liability shall be reduced proportionate to the degree of fault attributable to Gogo, or (iii) due to any breach of American’s obligations under Exhibit V to this Agreement.
By American. Payment by American for Purchased ABS Equipment shall be made net [***] from the date of issuance of Aircell’s invoice therefor, which shall not precede shipment of the Purchased ABS Equipment. Payment by American for ABS Services Certificates and any Services shall be made net [***] from the date of issuance of Aircell’s invoice therefor, which date shall be noted thereon. In the event that American in good faith disputes any invoiced amount(s), then within [***] following issuance of the invoice, American will notify Aircell in writing of the disputed amount(s) and submit payment for all undisputed amounts in accordance with this Section, and American’s nonpayment of such disputed amounts pending resolution will not constitute a breach by American of this Agreement. The unpaid disputed amount(s) will be resolved by mutual negotiations of the parties. Invoices to American hereunder shall be sent by Aircell using American’s electronic invoicing system. All amounts shall be payable in U.S. Dollars and paid, either via credit or by wire transfer or electronic payment through the Automated Clearing House, to American’s depository bank at the following address: American Airlines, Inc. Disbursements Accounting X.X. Xxx 000000 XX 00000000-0000 Tulsa, OK
By American. From and after the Closing, and subject to the limitations set forth in this Article X, the Transferors and their successors and assigns and each of the respective officers, directors, managers, employees, advisors, consultants and agents of the foregoing (collectively, the “Transferors Indemnified Parties”) shall be indemnified by American, to the maximum extent permitted by applicable Law, from and against any and all Damages which arise out of, result from or are incident to:
(i) the breach or inaccuracy of any representation or warranty made by American under Article III of this Agreement, except the American Fundamental Representations;
(ii) the breach or inaccuracy of any of the American Fundamental Representations;
(iii) the breach of or failure to perform any covenant or agreement contained in this Agreement by American;
(iv) the Acquired Assets;
(v) the Assumed Liabilities; and
(vi) any Covered Claim.
By American. From and after the Closing, and subject to the limitations set forth in this Article VIII, the Inland Parties and their successors and assigns and each of the respective officers, directors, managers, employees, advisors, consultants and agents of the foregoing (collectively, the “Inland Indemnified Parties”) shall be indemnified by American, to the maximum extent permitted by applicable Law, from and against any and all Damages which arise out of, result from or are incident to:
(i) the breach or inaccuracy of any representation or warranty made by American under Article III of this Agreement, except the American Fundamental Representations; provided, however, no Inland Indemnified Party shall have any right to indemnity under this Section 8.2(a)(i), if such breach or inaccuracy was the result, in whole or in part, (A) of any act or omission by the Inland Parties or (B) of any statement or omission in the representations and warranties of American which, to the Knowledge of the Inland Parties as of the date of this Agreement, was untrue;
(ii) the breach or inaccuracy of any of the American Fundamental Representations; provided, however, no Inland Indemnified Party shall have any right to indemnity under this Section 8.2(a)(ii) if such breach or inaccuracy was the result, in whole or in part, (A) of any act or omission by the Inland Parties or (B) of any statement or omission in the representations and warranties of American which, to the Knowledge of the Inland Parties as of the date of this Agreement, was untrue; provided, further, that the limitations in subsections (A) and (B) shall not prevent any indemnity of an Inland Indemnified Party under any Covered Claim;
(iii) the breach of or failure to perform any covenant or agreement contained in this Agreement by American;
(iv) the Business Manager Acquired Assets and Property Managers Acquired Assets;
(v) the Assumed Liabilities; and
(vi) any Covered Claim.
By American. Payment by American for Purchased ABS Equipment shall be made [***] from the date of issuance of Aircell’s invoice therefor, which shall not precede shipment of the Purchased ABS Equipment. Payment by American for ABS Services Certificates and any Services shall be made [***] therefor, which date shall be noted thereon. In the event that American in good faith disputes any invoiced amount(s), then within [***], American will notify Aircell in writing of the disputed amount(s) and submit payment for all undisputed amounts in accordance with this Section, and American’s nonpayment of such disputed amounts pending resolution will not constitute a breach by American of this Agreement. The unpaid disputed amount(s) will be resolved by mutual negotiations of the parties. Invoices to American hereunder shall be sent by Aircell using American’s electronic invoicing system. All amounts shall be payable in U.S. Dollars and paid, either via credit or by wire transfer or electronic payment through the Automated Clearing House, to American’s depository bank at the following address: American Airlines, Inc. Disbursements Accounting X.X. Xxx 000000 XX 00000000-0000 Tulsa, OK
By American. Aircell shall keep full and accurate records of all orders, shipments, payments and invoices in connection with providing the ABS Equipment, Software and Services, as well as such other documents and records as American shall reasonably require in order to audit Aircell’s compliance with this Agreement, [***] provided, however, that such auditor shall not be entitled to access to any information that Aircell may not disclose pursuant to confidentiality obligations to any third party. The audit, for purposes of certifying Aircell’s compliance with the terms of this Agreement, may be conducted no more than once every twelve months upon reasonable advance written notice and in a manner that minimizes disruption on Aircell’s business at American’s expense by a public accounting firm appointed by American and approved by Aircell. Any such auditor shall agree, in a writing satisfactory to Aircell, to maintain the confidentiality of all information disclosed pursuant to such audit.
