Common use of Covenants Regarding DEMS Systems and FirstMark DEMS Applications Clause in Contracts

Covenants Regarding DEMS Systems and FirstMark DEMS Applications. (i) Between the date of this Agreement and the Closing, at Associated's expense, Contributor and FirstMark shall use all commercially reasonable efforts to maintain in full force and effect all necessary federal, state and local regulatory agency authorizations relating to such DEMS System, and shall operate such DEMS System in accordance with all Requirements of Law applicable thereto. (ii) Between the date of this Agreement and the Closing, neither Contributor nor FirstMark shall sell or otherwise dispose of, or create Liens or otherwise encumber, any of the DEMS Systems (including without limitation any of the DEMS Licenses or DEMS Facilities). (iii) Upon and as a condition to Associated's issuance to Contributor of any Interest, Contributor shall execute and deliver, and thereby become a party to, any Equityholders Agreement, subject to the last three sentences of Section 3(c) of this Agreement. (iv) Except as contemplated by Schedule 7(g), between the date of this Agreement and the Closing, all customer subscription contracts with respect to DEMS to be provided through one or more of the DEMS Systems entered into after the date hereof shall be entered into by FirstMark only in the ordinary course of business and shall contain only customary provisions. (v) Until the Closing, or until such time prior to the Closing as Associated directs Contributor to cause FirstMark to withdraw a FirstMark DEMS Application pursuant to Section 6 hereof, FirstMark shall, and Contributor shall cause FirstMark to, prosecute such FirstMark DEMS Application, at Associated's expense, to the extent required by the FCC's rules to retain FirstMark's eligibility and qualifications for the DEMS licenses requested by such FirstMark DEMS Application. (vi) Neither Contributor, FirstMark nor any of their Affiliates shall (A) oppose, challenge or in any manner take an adverse position, directly or indirectly, with respect to (i) any existing or future DEMS applications or licenses of Associated, DSC or MSI, in each case whether in the 18 GHz frequency band or any other frequency band to which DEMS are relocated by the FCC (and FirstMark shall promptly withdraw or rescind any such previous opposition, challenge or adverse position); provided that, subject to and without limitation of Contributor's and FirstMark's obligations under the other provisions of this Agreement, prior to the Closing the provisions of this clause (A) shall not apply to any existing or future DEMS application or DEMS license of Associated to the extent such DEMS application or DEMS license is with respect to a channel as to which FirstMark holds a DEMS License, or (ii) any change or modification to the rules generally applicable to DEMS, DEMS licenses or DEMS frequencies proposed, ordered or implemented by the FCC, so long as such change or modification would not adversely affect FirstMark in a manner different (on a proportionate and comparable basis) from Associated, MSI, DSC and their Affiliates, or (B) seek authorizations, directly or indirectly, with respect to any DEMS channel in the New York SMSA or the Boston SMSA, in each case whether in the 18 GHz frequency band or any other frequency band to which DEMS are relocated by the FCC (except pursuant to a FirstMark DEMS Application).

Covenants Regarding DEMS Systems and FirstMark DEMS Applications. (i) Between the date of this Agreement and the Closing, at Associated's expense, Contributor and FirstMark shall use all commercially reasonable efforts to maintain in full force and effect all necessary federal, state and local regulatory agency authorizations relating to such DEMS System, and shall operate such DEMS System in accordance with all Requirements of Law applicable thereto. (ii) Between the date of this Agreement and the Closing, neither Contributor nor FirstMark shall sell or otherwise dispose of, or create Liens or otherwise encumber, any of the DEMS Systems (including without limitation any of the DEMS Licenses or DEMS Facilities). (iii) Upon and as a condition to Associated's issuance to Contributor of any Interest, Contributor shall execute and deliver, and thereby become a party to, any Equityholders Agreement, subject to the last three sentences of Section 3(c) of 21 this Agreement. (iv) Except as contemplated by Schedule 7(g), between the date of this Agreement and the Closing, all customer subscription contracts with respect to DEMS to be provided through one or more of the DEMS Systems entered into after the date hereof shall be entered into by FirstMark only in the ordinary course of business and shall contain only customary provisions. (v) Until the Closing, or until such time prior to the Closing as Associated directs Contributor to cause FirstMark to withdraw a FirstMark DEMS Application pursuant to Section 6 hereof, FirstMark shall, and Contributor shall cause FirstMark to, prosecute such FirstMark DEMS Application, at Associated's expense, to the extent required by the FCC's rules to retain FirstMark's eligibility and qualifications for the DEMS licenses requested by such FirstMark DEMS Application. (vi) Neither Contributor, FirstMark nor any of their Affiliates shall (A) oppose, challenge or in any manner take an adverse position, directly or indirectly, with respect to (i) any existing or future DEMS applications or licenses of Associated, DSC or MSI, in each case whether in the 18 GHz frequency band or any other frequency band to which DEMS are relocated by the FCC (and FirstMark shall promptly withdraw or rescind any such previous opposition, challenge or adverse position); provided that, subject to and without limitation of Contributor's and FirstMark's obligations under the other provisions of this Agreement, prior to the Closing the provisions of this clause (A) shall not apply to any existing or future DEMS application or DEMS license of Associated to the extent such DEMS application or DEMS license is with respect to a channel as to which FirstMark holds a DEMS License, or (ii) any change or modification to the rules generally applicable to DEMS, DEMS licenses or DEMS frequencies proposed, ordered or implemented by the FCC, so long as such change or modification would not adversely affect FirstMark in a manner different (on a proportionate and comparable basis) from Associated, MSI, DSC and their Affiliates, or (B) seek authorizations, directly or indirectly, with respect to any DEMS channel in the New York SMSA or the Boston SMSA, in each case whether in the 18 GHz frequency band or any other frequency band to which DEMS are relocated by the FCC (except pursuant to a FirstMark DEMS Application).