Common use of Teledesic Settlement Clause in Contracts

Teledesic Settlement. Associated agrees that (i) any settlement with Teledesic with respect to DEMS licenses in the 18 GHz frequency band which involves the relocation of DEMS to a frequency band other than 18 GHz (a "Teledesic Settlement") will not adversely affect FirstMark in a manner different (on a proportionate and comparable basis), after giving effect to clause (ii) below, from Associated, MSI and DSC and their respective Affiliates and (ii) Associated will reimburse Contributor for expenditures actually made by FirstMark prior to the date of this Agreement (and as to which Associated receives reasonable documentary evidence from FirstMark as to incurrence and amount) in connection with the DEMS Systems to the same extent (on a proportionate and comparable basis) and subject to the same conditions and payable to Contributor by wire transfer of immediately available funds to an account previously designated by Contributor to Associated at the same time as Associated, MSI or DSC or their respective Affiliates receive, pursuant to a Teledesic Settlement, reimbursement for expenditures actually made by them prior to the date of this Agreement in connection with the DEMS licenses and DEMS systems of Associated, MSI or DSC or their respective Affiliates; provided that any such reimbursement of Contributor shall not exceed $600,000 in the aggregate, and shall be reduced dollar for dollar to the extent that Contributor or FirstMark receives any amounts from Teledesic pursuant to any separate agreement, arrangement or understanding with Teledesic (and FirstMark and Contributor agree promptly to notify Associated of their receipt of any such payments). Associated agrees that it shall, promptly following receipt of FCC approval of the Teledesic Settlement which is no longer subject to administrative or judicial review, reconsideration or appeal, provide Contributor with a true and correct copy of the agreement(s) providing for the Teledesic Settlement, subject to execution of an appropriate confidentiality agreement by Contributor. Without the prior written consent of Associated, neither Contributor nor FirstMark nor any of their respective Affiliates shall oppose, challenge, or in any manner take, directly or indirectly, an adverse position with respect to, any Teledesic Settlement, or any term thereof, or any plan adopted or order issued by the FCC to relocate DEMS to a frequency band other than 18 GHz. If this Agreement is terminated prior to the Closing (x) by reason of a breach of this Agreement by Contributor or FirstMark, the provisions of clause (ii) of the first sentence of this paragraph shall be of no further force or effect, (y) by reason of a breach of this Agreement by Associated, the provisions of clause (ii) of the first sentence of this paragraph shall survive termination, or (z) without fault of either party, the provisions of clause (ii) of the first sentence of this paragraph shall survive termination, except that the obligation of Associated under such clause shall be limited to 50% of the expenditures reimbursable under such clause (ii) and not more than $300,000 in the aggregate.

Teledesic Settlement. Associated agrees that (i) any settlement with Teledesic with respect to DEMS licenses in the 18 GHz frequency band which involves the relocation of DEMS to a frequency band other than 18 GHz (a "Teledesic Settlement") will not adversely affect FirstMark in a manner different (on a proportionate and comparable basis), 25 after giving effect to clause (ii) below, from Associated, MSI and DSC and their respective Affiliates and (ii) Associated will reimburse Contributor for expenditures actually made by FirstMark prior to the date of this Agreement (and as to which Associated receives reasonable documentary evidence from FirstMark as to incurrence and amount) in connection with the DEMS Systems to the same extent (on a proportionate and comparable basis) and subject to the same conditions and payable to Contributor by wire transfer of immediately available funds to an account previously designated by Contributor to Associated at the same time as Associated, MSI or DSC or their respective Affiliates receive, pursuant to a Teledesic Settlement, reimbursement for expenditures actually made by them prior to the date of this Agreement in connection with the DEMS licenses and DEMS systems of Associated, MSI or DSC or their respective Affiliates; provided that any such reimbursement of Contributor shall not exceed $600,000 in the aggregate, and shall be reduced dollar for dollar to the extent that Contributor or FirstMark receives any amounts from Teledesic pursuant to any separate agreement, arrangement or understanding with Teledesic (and FirstMark and Contributor agree promptly to notify Associated of their receipt of any such payments). Associated agrees that it shall, promptly following receipt of FCC approval of the Teledesic Settlement which is no longer subject to administrative or judicial review, reconsideration or appeal, provide Contributor with a true and correct copy of the agreement(s) providing for the Teledesic Settlement, subject to execution of an appropriate confidentiality agreement by Contributor. Without the prior written consent of Associated, neither Contributor nor FirstMark nor any of their respective Affiliates shall oppose, challenge, or in any manner take, directly or indirectly, an adverse position with respect to, any Teledesic Settlement, or any term thereof, or any plan adopted or order issued by the FCC to relocate DEMS to a frequency band other than 18 GHz. If this Agreement is terminated prior to the Closing (x) by reason of a breach of this Agreement by Contributor or FirstMark, the provisions of clause (ii) of the first sentence of this paragraph shall be of no further force or effect, (y) by reason of a breach of this Agreement by Associated, the provisions of clause (ii) of the first sentence of this paragraph shall survive termination, or (z) without fault of either party, the provisions of clause (ii) of the first sentence of this paragraph shall survive termination, except that the obligation of Associated under such clause shall be limited to 50% of the expenditures reimbursable under such clause (ii) and not more than $300,000 in the aggregate.