Common use of Non-Domestic Clause in Contracts

Non-Domestic. (a) Subject to the terms and conditions of this Agreement, with respect to each and every Non-U.S. Operator in which Leap, directly or indirectly (through one or more intermediaries), makes an Investment at any time prior to the Non-Domestic Cutoff Date, Leap shall cause each such Non-U.S. Operator, as a condition of and prior to making such Investment, to enter into an equipment requirements agreement with QUALCOMM on terms substantially as set forth in this Agreement, which equipment requirements agreement shall include, without limitation, that such Non-U.S. Operator be required to purchase from QUALCOMM not less than fifty percent (50%) of the subject Non-U.S. Operator's requirements for Subscriber Units (for use on such Non-U.S. Operator's Wireless System(s)) during a five year period commencing on the date of such Investment. (b) Subject to the terms and conditions of this Agreement, with respect to each and every Non-U.S. Operator in which Leap makes a direct or indirect (through one or more intermediaries) Investment following the Non-Domestic Cutoff Date, Leap shall (i) exercise its commercially reasonable efforts to cause the subject Non-U.S. Operator, as a condition of making such Investment, to provide QUALCOMM with a reasonable opportunity to bid on such Non-U.S. Operator's requirements for Subscriber Units, and (ii) encourage the subject Non-U.S. Operator to acquire Subscriber Units from QUALCOMM. (c) As set forth herein, the purchase obligations of all such Non-U.S. Operators shall be subject to QUALCOMM providing competitive terms and conditions on the Competitive Factors. All such requirements obligations with respect to Subscriber Units purchases shall expire, if not sooner pursuant to their express terms, on the date nine years following the Distribution Date. Leap and such Non-U.S. Operators shall have the obligation set forth in this Section 3.1.2 regardless of whether or not the Non-U.S. Operator is an Affiliate of Leap and whether or not the Investment in such Non-U.S. Operator is made by Leap or a Person in which Leap holds, directly or indirectly, an Investment.

Non-Domestic. (a) Subject to the terms and conditions of this Agreement, with respect to each and every Non-U.S. Operator in which Leap, directly or indirectly (through one or more intermediaries), makes an Investment at any time prior to the Non-Domestic Cutoff Date, Leap shall cause each such Non-U.S. Operator, as a condition of and prior to making such Investment, to enter into an equipment requirements agreement with QUALCOMM on terms substantially as set forth in this Agreement, which equipment requirements agreement shall include, without limitation, that such Non-U.S. Operator be required to purchase from QUALCOMM not less than fifty percent (50%) of the subject Non-U.S. Operator's requirements for Subscriber Units Products (for use on in such Non-U.S. Operator's Wireless System(s)) during a five year period commencing on the date of such Investment. (b) Subject to the terms and conditions of this Agreement, with respect to each and every Non-U.S. Operator in which Leap makes a direct or indirect (through one or more intermediaries) Investment following the Non-Domestic Cutoff Date, Leap shall (i) exercise its commercially reasonable efforts to cause the subject Non-U.S. Operator, as a condition of making such Investment, to provide QUALCOMM with a reasonable opportunity to bid on such Non-U.S. Operator's requirements for Subscriber UnitsProducts, and (ii) encourage the subject Non-U.S. Operator to acquire Subscriber Units Products from QUALCOMM. (c) As set forth herein, the purchase obligations of all such Non-U.S. Operators shall be subject to QUALCOMM providing competitive terms and conditions on the Competitive Factors. All such requirements obligations with respect to Subscriber Units Product purchases shall expire, if not sooner pursuant to their express terms, on the date nine years following the Distribution Date. Leap and such Non-U.S. Operators shall have the obligation set forth in this Section 3.1.2 2.1.2 regardless of whether or not the Non-U.S. Operator is an Affiliate of Leap and whether or not the Investment in such Non-U.S. Operator is made by Leap or a Person in which Leap holds, directly or indirectly, an Investment.