ORBCOMM agrees to indemnify and hold harmless Licensee and its Affiliates, officers, directors, employees, agents, and representatives against all claims, demands or liabilities (including reasonable attorneys' fees) of third parties arising out of or in connection with ORBCOMM's breach of any representations, warranties, covenants or agreements contained herein. This indemnification obligation shall survive the expiration or termination of this Agreement.
ORBCOMM. ORBCOMM International Partners, L.P. 21700 Xxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000, XXX. Telecopy: +1.700.000.0000 Attention: Senior Vice President, Engineering and Operations with a copy to: ORBCOMM Global, L.P. 21700 Xxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000, XXX Telecopy: +1.700.000.0000 Attention: Vice President and General Counsel Licensee: Cellular Communications Network (Malaysia) Sdn. Bhd. 1st Xxxxx Xxxxxx XX 161B Xxxxx Xxxxxx 00000 Xxxxx Xxxxxx, Xxxxxxxx Telecopy: +603.000.0000 Attention: Senior Vice President or to such other persons or addresses as either party may designate by written notice to the other. All such notices sent to either Licensee or ORBCOMM shall be effective the earlier of (i) ten business days after the date of mailing by sender, or (ii) the date of actual receipt.
ORBCOMM and Alanco each represents and warrants, as to itself, that it is a corporation duly organized, validly existing in good standing under its respective jurisdiction of organization. ORBCOMM and Alanco each represents and warrants, as to itself, that (i) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, (ii) this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid, binding and enforceable obligations and (iii) the execution, delivery and performance by it of this Agreement do not and will not violate or require consent under any of its organizational documents, any law, statute, rule, regulation or ordinance or contract, agreement, instrument, indenture or other undertaking to which it is a party or by which it or its property may be bound.
ORBCOMM. ORBCOMM International Partners, L.P. 21700 Xxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000, XXX. Telecopy: +1.700.000.0000 Attention: President with a copy to: ORBCOMM Global, L.P. 21700 Xxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000, XXX Telecopy: +1.700.000.0000 Attention: Vice President and General Counsel Licensee: European Company for Mobile Communicator Services, B.V., ORBCOMM Europe ----------------------------------- ----------------------------------- ----------------------------------- or to such other persons or addresses as either party may designate by written notice to the other. All such notices sent to either Licensee or ORBCOMM shall be effective the earlier of (i) ten business days after the date of mailing by sender, or (ii) the date of actual receipt.
ORBCOMM. Asset Holdings hereby irrevocably assigns its rights of refusal and tag-along rights under this Agreement to the Stockholders who are members of Orbcomm Asset Holdings in proportion to their fully paid membership interests in Orbcomm Asset Holdings, which are set forth on Exhibit C hereto. The foregoing assignment shall not affect the enforceability of the other provisions of this Agreement as to Orbcomm Asset Holdings, and Orbcomm Asset Holdings, and its Shares, shall remain subject to the restrictions on Transfer, the Drag-Along provision, and other provisions of this Agreement. Notwithstanding any provision of this Agreement to the contrary, the provisions of Section 5.1 of this Agreement relating to Exempt Transfers shall not apply to Orbcomm Asset Holdings.
ORBCOMM. ORBCOMM Inc. 2000 Xxxxxxx Xxxxxx Fort Lxx, New Jersey 07024 Telephone: +0 (000) 000-0000 Facsimile: +0 (000) 000-0000 Attention: Chief Executive Officer and General Counsel with a copy to: Cxxxxxxxxx & Pxxxx LLP 30 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: +0 (000) 000-0000 Facsimile: +0 (000) 000-0000 Attention: Axxxxxxxx X. San Mxxxxx RESELLER: XATA Corporation 100 Xxxx Xxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxx 00000 Telephone: +1 (952) 707 - 5600 Facsimile: +1 (952) 641 - 5848 Attention: Chief Financial Officer
ORBCOMM. ORBCOMM Inc. 0000 Xxxxxxx Xxxxxx, Suite 100 Fort Xxx, NJ 07024 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Chief Executive Officer GEAI: GE Asset Intelligence, LLC 0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxx, XX 00000-0000 Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Chief Operating Officer with a copy to General Electric Capital Corporation 000 Xxxx Xxxxxx Xxxxxxx, XX Attention: Senior Counsel—Equipment Services Strategic Transactions and Relations
ORBCOMM. OHB shall use commercially reasonable efforts to procure launch and in-orbit insurance with ORBCOMM as the named insured and loss payee thereunder. OHB shall bear the costs of such efforts, but ORBCOMM shall be responsible for payment of all applicable insurance premiums and third party brokerage commissions that it has approved in writing with respect to such launch and in-orbit insurance.
ORBCOMM. ORBCOMM LLC 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx 00000 Telephone: +0 (000) 000-0000 Facsimile: +0 (000) 000-0000 Attention: General Counsel and Xxx Xxxxxx with a copy to: Xxxxxxxxxx & Xxxxx LLP 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: +0 (000) 000-0000 Facsimile: +0 (000) 000-0000 Attention: Xxxxxxxxx X. San Xxxxxx RESELLER: Transport International Pool, Inc. 00 Xxxx Xxxxxxxxx Xxxxxx Xxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxxxxxxxxx Xxxxxx with a copy to: Transport International Pool, Inc. 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: SVP and General Counsel
ORBCOMM agrees to work with its creditors to restructure its debt in a manner consistent with the Business Plan and with the objectives of any potential new equity investor. In connection therewith, ORBCOMM will (i) after consultation with Teleglobe and Orbital, engage such investment bankers and/or other professional advisers/managers as may be appropriate to assist ORBCOMM in implementing the Business Plan and restructuring its indebtedness, and (ii) take such other steps as may be appropriate to prepare for an orderly filing under Chapter 11 of the United States Bankruptcy Code, if necessary, with the objective of minimizing disruption to the ORBCOMM business. ORBCOMM and Orbital agree that such a filing may be made at Teleglobe's sole election; provided that prior to any such filing ORBCOMM shall have received the Interim Financing (as defined below) and expended such financing substantially in accordance with the Business Plan.