Technology Commitment Sample Clauses

Technology Commitment. (a) AT&T (prior to consummation of the Spin-off) and AT&T Wireless (after consummation of the Spin-off) agree that, except as set forth below, the Wireless Group (prior to the Spin-off) or AT&T Wireless (after the Spin-off) will have launched service based on W-CDMA technology in 13 of the top 50 wireless markets in the United States (defined as BTAs numbered 1 through 50 set forth on Schedule 4.1 hereto) by June 30, 2004. Failure to achieve this target will be excused (i) if DoCoMo at any time ceases to actively support and promote W-CDMA technology as the primary standard for its delivery of wireless services based on 3G technology or if DoCoMo is no longer actively supporting and promoting wireless services based on 3G technology, (ii) if the failure is due to factors beyond AT&T's (prior to consummation of the Spin-off) or AT&T Wireless's (after consummation of the Spin-off) reasonable power to affect or control, including, without limitation, delay in availability, or unavailability, of equipment, software, spectrum, cell sites or other items needed for the construction and operation of the W-CDMA service, PROVIDED that AT&T (prior to consummation of the Spin-off) or AT&T Wireless (after the consummation of the Spin-off) shall have used commercially reasonable efforts to take reasonable steps to acquire such equipment, software, spectrum, cell sites or other items so needed, (iii) if AT&T (prior to consummation of the Spin-off) or AT&T Wireless (after the consummation of the Spin-off) is unable to obtain regulatory approvals, licenses and permits necessary for the launch of services based on W-CDMA technology on a timely basis and without the imposition of burdensome conditions or restrictions, PROVIDED that AT&T (prior to consummation of the Spin-off) and AT&T Wireless (after the consummation of the Spin-off) shall have used commercially reasonable efforts to take reasonable steps to obtain such approvals, licenses and permits, or (iv) if the Board determines in good faith that the Wireless Group's (prior to consummation of the Spin-off) or AT&T Wireless's (after consummation of the Spin-off) business plan for constructing such a system has deteriorated significantly due to regulatory or legal changes, intellectual property disputes, health, safety or other similar issues, or acts of God or other natural events. (b) The Wireless Group or AT&T Wireless, as the case may be, agrees not to abandon W-CDMA technology without the prior approval of the Board...
Sample 1
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Technology Commitment. 25 Section 4.2 Joint Research and Development Effort.......................25 Section 4.3
Sample 1
Technology Commitment. Section 4.1(a) of the Agreement is amended by deleting the first sentence thereof and inserting the following sentences prior to the remaining sentences: No later than December 31, 2004, AT&T Wireless will launch service based on W-CDMA technology using an aggregate of no less than one thousand (1,000) new or existing cell sites within the Seattle, Washington; San Francisco, California Bay Area; San Diego, California; and Dallas, Texas markets (the "3G Launch Obligation"). Notwithstanding the foregoing, if AT&T Wireless determines that such launch in the Dallas, Texas market and/or the San Diego, California market would not be commercially or technologically feasible or desirable, then AT&T Wireless may substitute, at its option, (x) the Miami, Florida market or the Detroit, Michigan market in lieu of Dallas, Texas and/or (y) any of the following markets (other than, if applicable, the market to be substituted for Dallas, Texas) in lieu of San Diego, California: Miami, Florida; Phoenix, Arizona; Houston, Texas; or Detroit, Michigan; provided, that if AT&T Wireless determines that such launch in each such permitted substitute market for San Diego, California would not be commercially or technologically feasible or desirable, AT&T Wireless may substitute another market in lieu of San Diego, California, covering a comparable number of licensed pops (based on the licensed pops figures contained in the then most current Claritas survey or comparable recognized survey if there is no Claritas survey), subject to DoCoMo's consent which shall not be unreasonably withheld; and provided, further, that no such substitution or substitutions shall affect the obligation of AT&T Wireless to launch such service
Sample 1
Technology Commitment. Section 4.1(a) of the Agreement is amended by deleting the first sentence thereof and inserting the following sentences prior to the remaining sentences: using an aggregate of no less than one thousand (1,000) new or existing cell sites. In the event of any such substitution or substitutions, the term "3G Launch Obligation" shall refer to such launch in the four selected markets giving effect to such substitution or substitutions. The deployment of such service shall target footprints within the four selected markets indicated by the pink shaded areas set forth on the maps of such markets attached hereto as Schedule 4.1 (or in the case of a substitute market not included in such maps, the designated area of such market depicted on a map submitted by AT&T Wireless to DoCoMo as part of its request for consent pursuant to the first proviso of the second sentence of this Section 4.1(a)), and at least 90% (900) of the cell sites used to deploy such service shall be located within such pink shaded (or designated) areas. A launch shall be deemed to be a "launch" in compliance with this Section 4.1(a) if it includes, in addition to the requirements set forth in the foregoing sentences of this Section 4.1(a), the marketing of such service through sales channels and employing marketing techniques that, in each case, are appropriate to the service offering and designed to target early-adopters and high-technology businesses located within the targeted footprints.
Sample 1

Related to Technology Commitment

  • Service Commitment Newly hired nurses and currently employed nurses who voluntarily choose to relocate and receive a relocation allowance may be required to serve for a minimum of two years at their base before they will be considered for transfer to another base. This commitment will not apply when the employer and nurse mutually agree to waive it and when relocation occurs as a result of layoff/rehire.

  • L/C Commitment (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if (i) such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law or (ii) any Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion.

  • STAFF COMMITMENT If this Settlement Agreement is accepted by the Hearing Panel, Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts set out in Part IV and the contraventions described in Part V of this Settlement Agreement, subject to the provisions of Part IX below. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any facts and contraventions that are not set out in Parts IV and V of this Settlement Agreement or in respect of conduct that occurred outside the specified date ranges of the facts and contraventions set out in Parts IV and V, whether known or unknown at the time of settlement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations.

  • Revolving Commitment Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make available to the Borrower such Lender's Revolving Commitment Percentage of revolving credit loans requested by the Borrower in Dollars ("REVOLVING LOANS") from time to time from the Closing Date until the Maturity Date, or such earlier date as the Revolving Commitments shall have been terminated as provided herein; PROVIDED, HOWEVER, that the sum of the aggregate outstanding principal amount of Revolving Loans shall not exceed ONE HUNDRED MILLION DOLLARS ($100,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 3.4, the "REVOLVING COMMITTED AMOUNT"); PROVIDED, FURTHER, (A) with regard to each Lender individually, such Lender's outstanding Revolving Loans shall not exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount, and (B) the sum of the aggregate outstanding principal amount of Revolving Loans PLUS LOC Obligations PLUS Swingline Loans shall not exceed the Revolving Committed Amount. The initial advance of the Revolving Loans on the Closing Date shall consist solely of Base Rate Loans. Thereafter, Revolving Loans may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request; PROVIDED, HOWEVER, that no more than 15 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period). Revolving Loans hereunder may be repaid and reborrowed in accordance with the provisions hereof.

  • Loan Commitment Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Company herein set forth, the Lender hereby agrees to lend to the Company on the Closing Date and thereafter up to $16,000,000 in the aggregate (the "Loan") consisting of $8,000,000 of 7-year Tranche advances and $8,000,000 of 10-year Tranche advances. The Lender's commitment to make the Loan to the Company pursuant to this Section 2.1 is herein called the "Loan Commitment."

  • Time Commitment The Advisor shall, and shall cause its Affiliates and their respective employees, officers and agents to, devote to the Company such time as shall be reasonably necessary to conduct the business and affairs of the Company in an appropriate manner consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its Affiliates and their respective employees, officers and agents may also engage in activities unrelated to the Company and may provide services to Persons other than the Company or any of its Affiliates.

  • Revolving Loan Commitment Each Lender with a Revolving Loan Commitment agrees to make loans on a revolving basis (“Revolving Loans”) from time to time until the Termination Date in such Lender’s Pro Rata Share of such aggregate amounts as the Company may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability.

  • Term Commitments Subject to the terms and conditions hereof, each Term Lender severally agrees to make a term loan (a “Term Loan”) to the Borrower on the Closing Date in an amount not to exceed the amount of the Term Commitment of such Lender. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.12.

  • Loan Commitments (i) Subject to the terms and conditions hereof, each Lender with an Initial Tranche A Term Loan Commitment severally agrees to make, on the Closing Date, one or more term loans (each, an “Initial Tranche A Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche A Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche A Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche A Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche A Term Loans. Each Lender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche A Term Loan Commitment on such date. (ii) Subject to the terms and conditions hereof, each Lender with an Initial Tranche B Term Loan Commitment severally agrees to make, on the Closing Date one or more term loans (each, an “Initial Tranche B Term Loan”) to the Borrower in Dollars in an amount equal to such Lender’s Initial Tranche B Term Loan Commitment. The Borrower may make only one borrowing under the Initial Tranche B Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.11(a) and 2.12, all amounts owed hereunder with respect to the Initial Tranche B Term Loans shall be paid in full no later than the Maturity Date applicable to such Initial Tranche B Term Loans. Each Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Tranche B Term Loan Commitment on such date.

  • Revolving Commitments (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

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