Shared LES Agreements Sample Clauses

Shared LES Agreements. The LESO shall provide written notice to the Company of the identity of any entity with which the LESO enters into a Shared LES Agreement no less than five (5) days prior to commencement of LES authorisation testing preceding the provision of service under the Shared LES Agreement. The host entity shall apply to the Company to utilize an LES ID and access code for the tenant entity in accordance with the procedures in Annex C. However, the tenant entity shall in all cases be required to be an LES Operator and shall either: (i) be operating a physical LES with the same system definition as the hosted Service, including but without limitation, Inmarsat A, B, M, mini-M Fleet, GAN, MPDS and aeronautical; or (ii) be operating a physical LES and have operated a physical LES with the same system definition as the hosted Service at or for a period since the Effective Date (notwithstanding that the LES Operator has subsequently ceased to operate such Service), in order to be a tenant under a Shared LES Agreement. Alternatively, the tenant entity shall demonstrate to the Company that it has executed a legally binding and enforceable contract to build an LES with the same system definition and to begin to provide service via such LES no later than six (6) months following the date on which the Company allocates the Shared LES ID, failing which the Company shall withdraw such Shared LES ID immediately following the expiration of such six-month period. The Company shall attribute traffic to the tenant entity in the Shared LES Agreement for traffic aggregation purposes. It is acknowledged that where any LESO wishes to close down all its LESs and terminate this Agreement, it may thereafter continue to provide Services as a service provider through another LESO and shall have the right, during the Extended Term, to continue use of its existing allocated LES ID in relation to such Services as were formerly provided by it as a LESO. The right to continue use of the allocated LES ID shall remain subject to the provisions of Annex C of this Agreement, notwithstanding termination of this Agreement and the Company shall enter into an agreement with the former LESO and the host entity in this regard. Subject to the provisions of this Clause, any reference in Annex C to “the LESO” shall be deemed to include any former LESO. LES IDs will not be permitted to be used in respect of Services that the former LESO did not offer as a LESO.
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Shared LES Agreements. The LESO shall provide written notice to the Company of the identity of any entity with which the LESO enters into a Shared LES Agreement no less than five (5) days prior to commencement of LES authorisation testing preceding the provision of service under the Shared LES Agreement. The host entity shall apply to the Company to utilize an LES ID and access code for the tenant entity in accordance with the procedures in Annex C. However, the tenant entity shall in all cases be required to be an LES Operator operating a physical LES with the same system definition as the hosted Service, including but without limitation, Inmarsat A, B, M mini-M and aeronautical, in order to commence service under a Shared LES Agreement. Alternatively, the tenant entity shall demonstrate to the Company that it has executed a legally binding and enforceable contract to build an LES with the same system definition and to begin to provide service via such LES no later than six (6) months following the date on which the Company allocates the Shared LES ID, failing which the Company shall withdraw such Shared LES ID immediately following the expiration of such six-month period. The Company shall attribute traffic to the tenant entity in the Shared LES Agreement for traffic aggregation purposes in accordance with the agreement of the host and tenant entities, or if no such agreement exists, to the LESO as host entity.
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Related to Shared LES Agreements

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Closing Agreements At the Closing, the parties shall execute, acknowledge and deliver such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated by this Agreement.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.