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.
Sample 1
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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. 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: 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

  • L/C Commitment (a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue Letters of Credit upon the request and for the account of the Borrower (and for the benefit of the Borrower or any Subsidiary of the Borrower) on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, (i) after giving effect to such issuance, (A) the L/C Exposure would exceed the L/C Commitment or (B) the aggregate amount of the Available Revolving Commitments would be less than zero or (C) unless otherwise agreed to by such Issuing Lender, the L/C Exposure with respect to all Letters of Credit issued by such Issuing Lender would exceed such Issuing Lender’s Specified L/C Commitment or (ii) such Issuing Lender shall have received written notice from the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 5.2 shall not have been satisfied. On the Restatement Effective Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for the account of the Borrower. 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 Business Days prior to the Revolving Termination Date (as it may be extended, so long as the Available Revolving Commitments of all Continuing Lenders would equal or exceed zero following such extension); provided, however, that any Letter of Credit, whether newly requested or an existing Letter of Credit that is extended or automatically renewed, may have an expiration date after the Revolving Termination Date (so long as such expiration date remains in compliance with clause (x) above) so long as the Borrower cash collateralizes such Letter of Credit at 101% of the available face amount of such Letter of Credit on or prior to the date which is five Business Days prior to the Revolving Termination Date and the Administrative Agent and the relevant Issuing Lender providing such Letter of Credit agree to such expiration date at the time such Letter of Credit or extension is requested or at the time such existing Letter of Credit is to be automatically renewed, as applicable; provided further that any Letter of Credit (other than a Letter of Credit to which Section 2.18(c)(ii) applies) with a one-year term may provide for the renewal thereof for additional one-year periods (which shall only extend beyond the date referred to in clause (y) above if the condition described in the first proviso of this sentence is satisfied).

  • Revolving Commitment Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Revolving Lender severally agrees to make available to the Borrower such Revolving Lender’s 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 FOUR HUNDRED MILLION DOLLARS ($400,000,000) (as such aggregate maximum amount may be increased in accordance with Section 2.7 or reduced from time to time as provided in Section 3.4, the “Revolving Committed Amount”); provided, further, (A) with regard to each Revolving Lender individually, such Revolving Lender’s Revolving Credit Exposure shall not exceed such Revolving Lender’s Revolving Commitment, 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. 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 six (6) Eurodollar Loans which are Revolving 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.

  • Revolving Commitment Increase (a) Notwithstanding anything to the contrary in Section 12.1, subject to the terms and conditions set forth herein, the Borrower shall have the right from time to time, to cause an increase in the Revolving Commitments of the Revolving Lenders (a “Revolving Commitment Increase”) by adding to this Agreement one or more additional Eligible Assignees that are not already Revolving Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, each Facing Agent and the Swing Line Lender (each, a “New Revolving Lender”) or by allowing one or more existing Revolving Lenders to increase their respective Revolving Commitments; provided that (i) both before and immediately after giving effect to such Revolving Commitment Increase, no Event of Default or Unmatured Event of Default shall have occurred and be continuing as of the effective date of such Revolving Commitment Increase (such date, the “Revolving Commitment Increase Date”), (ii) no such Revolving Commitment Increase shall be in an amount less than $10,000,000 (unless the aggregate amount of the Revolving Commitments then in effect is greater than $390,000,000), (iii) after giving effect to such Revolving Commitment Increase, the aggregate amount of the Revolving Commitments shall not exceed $600,000,000, (iv) no Revolving Lender’s Revolving Commitment shall be increased without such Revolving Lender’s prior written consent (which consent may be given or withheld in such Revolving Lender’s sole and absolute discretion) and (v) the only Revolving Commitment Increase that may occur on or after the Tenth Amendment Effective Date is a single Revolving Commitment Increase in an aggregate amount not exceeding $200,000,000 on (and subject to the occurrence of) the Eleventh Amendment Effective Date. The foregoing clause (i) and the following Section 2.10(b) and Section 2.10(e) shall not be applicable to the 2014 Revolving Commitment Increase and the only conditions to the 2014 Revolving Commitment Increase shall be those conditions set forth in Section 4 of the Eleventh Amendment.

  • Incremental Revolving Commitments (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Commitment Period the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments to be established hereunder on any date shall not exceed the Incremental Amount as of such date. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent, (ii) the amount of the Incremental Revolving Commitments being requested (which shall be an amount not less than $5,000,000) and (iii) the identity of each Person proposed to become an Incremental Revolving Lender in connection therewith (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (y) any Person that the Borrower proposes to become an Incremental Revolving Lender, if such Person is not then a Lender, must be an Eligible Assignee and, if such approval would then be required under Section 10.6(c) for an assignment to such Person of a Commitment or Loan, must be approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approval not to be unreasonably withheld or delayed)).

  • 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."

  • Lender’s Commitment 3.1.1 Subject to Clauses 3.4 and 3.5 below, the Lender shall and agrees hereby to make available to the Borrower the Total Loan Facility under the terms of this Loan Agreement, to be drawn down as set out in the Loan Facility Terms and in accordance with Clause 3.2.

  • 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 Subject to the terms and conditions hereof,

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