Termination upon Material Technology Improvement Clause Samples

Termination upon Material Technology Improvement. If at any time after the [***] of the Trigger Date (A) an in-flight connectivity services provider other than Gogo offers a connectivity service (B) that (i) provides a material improvement in connectivity functionality [***] or (ii) would produce demonstrable reductions in associated operating costs to American, which savings are not attainable using the Gogo System of one or more Technology Types as installed on Retrofit A/C, to a degree that would be material to American (such operating cost reductions being limited to cost reductions that are integral to or implicit or inherent in the new technology on which the competitive service is based (e.g., reduced weight and drag and resulting fuel cost reductions) (C) such that American reasonably believes that failing to offer such service to passengers would likely cause competitive harm to American [***] in the Territory, (D) the improved functionality, user experience or system performance or integral, implicit or inherent operating cost reductions are not available via Upgrade to another Technology Type available hereunder on the terms set forth above, (E) such competitive system is installed and in commercial operation on [***] and (F) American has completed sourcing processes with respect to the competitive offering sufficiently rigorous such that American has validated the functionality/experience/performance of and/or the demonstrable cost reductions that would be generated by the competitive service to its reasonable satisfaction and provide criteria to Gogo for its use in determining whether it wishes to submit a proposal as contemplated below, then American may provide written notice thereof (including such criteria) to Gogo. In such event, Gogo will have the opportunity to submit a proposal to provide such service to American, which proposal will include, without limitation, proposed terms regarding pricing, system functionality, associated operating costs and implementation dates, within [***] after receipt of such notice, and if Gogo timely submits such a proposal and American will in good faith consider such proposal. If American reasonably determines that Gogo’s proposal is at least as favorable as the competitor’s offering, this Agreement will be amended to incorporate such additional or replacement offering or functionality and the agreed upon terms. If Gogo declines or fails to submit a proposal to American within such [***], or if American reasonably determines that Gogo’s proposal is not ...