GDS Agreements Sample Clauses

GDS Agreements. With respect to each GDS Agreement, on or prior to each Payment Date, GBT Holdco shall pay Amex an amount equal to the per booking incentives or per segment incentives, as applicable, set forth in each GDS Agreement, for each Amex and TLS Rep booking incentives or per segment volumes, as applicable, for each GDS, during the preceding calendar quarter, net of any fees or offsets attributable to such incentives imposed by GDS. Amex shall provide GBT Holdco twelve (12) months prior written notice if Amex chooses to materially change its GDS footprint (meaning a material change to its segment volume such that it changes the GTS GDS compensation tiers). In such case, GBT Holdco and Amex shall mutually agree on a new GDS footprint for segment volumes going to a new GDS (of Amex’s choosing). GBT Holdco shall provide Amex twelve (12) months prior written notice if GBT Holdco chooses to materially change its GDS footprint and Amex’s compensation rate is adversely affected (i.e., Amex would receive a lower compensation tier). In such case, GBT Holdco and Amex shall mutually agree on any such changes prior to GBT Holdco changing such GDS segment volumes. If there are technology changes around new distribution capability (NDC), Amex may choose to participate (or not to participate) and may choose its technology changes in its sole discretion. If Amex chooses not to implement NDC or change its technology to consume NDC, Amex acknowledges that: (i) airlines may no longer make available certain content through the GDS; and (ii) there may be changes to the commercial terms of air Suppliers Agreements and GDS Agreements. GBT Holdco shall provide at least monthly updates to Amex regarding industry developments relating to NDC and any other similar technology developments (if applicable). Should GBT Holdco change its technology requirements under a GDS Agreement such that it would require Amex make any changes to its systems and/or processes, GBT Holdco shall promptly provide Amex with written notice of such changes.”
Sample 1
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GDS Agreements. With respect to each GDS Agreement, on or prior to each Payment Date, GBT Holdco shall pay Amex an amount equal to the per booking incentives or per segment incentives, as applicable, set forth in each GDS Agreement, for each Amex booking and each TLS Rep booking on each GDS during the immediately preceding calendar quarter, net of any fees or offsets attributable to such incentives imposed by the applicable GDS. In the calculation of amounts due Amex under this Section 2.06(b)(ii), GBT Holdco shall use a rate of payment that is proportional to the rate of incentive payment to GBT Holdco under the applicable GDS Agreement (e.g. if [***] of GBT Holdco's segment incentives are paid at [***] and [***] of GBT Holdco's segment incentives are paid at a rate of [***], then [***] of Amex's segment incentives will be paid at [***] and [***] of Amex's segment incentives will be paid at a rate of [***]). In addition, GBT Holdco acknowledges and agrees that, if Amex moves all or a portion of its business from one GDS to another GDS, and the applicable GDS Agreement provides for additional incentive payments and/or bonuses to be paid in connection with such change, such incentive payments and bonuses shall be paid to Amex in full from the applicable GDS or from GBT Holdco, net of any fees or offsets imposed by the applicable GDS.
Sample 1

Related to GDS Agreements

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Sales Agreements Distributor is hereby authorized to enter into separate written agreements, on such terms and conditions as Distributor may determine not inconsistent with this Agreement, with one or more organizations which agree to participate in the distribution of Contracts. Such organizations (hereafter "Broker") shall be both registered as a broker/dealer under the Securities Exchange Act and a member of NASD. Broker and its agents or representatives soliciting applications for Contracts shall be duly and appropriately licensed, registered or otherwise qualified for the sale of such Contracts (and the riders and other policies offered in connection therewith) under the insurance laws and any applicable blue-sky laws of each state or other jurisdiction in which the Company is licensed to sell the Contracts. Distributor shall have the responsibility for ensuring that Broker supervises its representatives. Broker shall assume any legal responsibilities of Company for the acts, commissions or defalcations of such representatives insofar as they relate to the sale of the Contracts. Applications for Contracts solicited by such Broker through its agents or representatives shall be transmitted directly to the Company, and if received by Distributor, shall be forwarded to Company. All premium payments under the Contracts shall be made by check to Company and, if received by Distributor, shall be held at all times in a fiduciary capacity and remitted promptly to Company.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Previous Agreements This Agreement supersedes all prior oral and written agreements between the Officer and Umpqua, or any affiliates or representatives of Umpqua regarding the subject matters set forth herein.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Rights Agreements The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.

  • Lockup Agreements Each of the Stockholders shall, upon request of the Underwriter Representative, execute a customary "lockup" agreement in connection with the Initial Public Offering, pursuant to which the Stockholders will be prohibited from selling any Acquiror Common Stock owned by them for up to 180 days from the closing of the Initial Public Offering.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Services Agreements For at least the first twelve (12) months after Closing, the Parties agree that all research, development, and regulatory activities to be performed under the Work Plan (which will be agreed upon in accordance with the Operating Agreement of the Company) shall be conducted by the Parties as in-kind contributions to the Company, except as otherwise provided in the Operating Agreement. Such activities shall be performed pursuant to a services agreement between each of the Parties and the Company, which services agreements shall be included in the Future Related Agreements. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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