United. United is a West Virginia corporation, having its principal place of business in Charleston, West Virginia.
United. United agrees to protect, defend, indemnify and hold harmless FreeMarkets from and against all claims, demands, causes of every type and character arising out of or related to any negligent or willful act or omission of United or its subcontractors, officers, directors, assigns, or employees in connection with the performance of its obligations under this Agreement.
United. Subject to the provisions of the Non-Competition Agreement, while United is the sales agent of GI-Inc under the terms of this Agreement, United will not act as a sales agent for the reservations or accounting services of another entity in the CRS Industry in the APR without the prior consent of GI-Inc, provided, however, that nothing in this Agreement will prevent United from:
(i) having United Group Products and Services displayed or listed in any person's computer reservation system, schedule, other electronic or paper communications medium, or otherwise;
(ii) providing to any person any technological or computerized means of delivering information and automation functionality;
(iii) authorizing any person to use United's trademarks and trade names in connection with advertising United's participation in such person's computer information or reservation system, or otherwise;
(iv) endorsing the products or services of another member of the CRS Industry, provided, however, that United may not endorse such products or services of such other member of the CRS Industry as being preferred to those of GI-Inc, provided, however, (a) if GI-Inc does not itself provide such products or services, or (b) GI-Inc provides such products or services but they do not meet United's needs, then, subject to the provisions of the Non-Competition Agreement, United may endorse such products or services of such other member of the CRS Industry in any manner.
United. United is not and shall not be the legal representative, agent, partner or joint venturer of AARP or AARP Trust and does not and shall not have any authority to enter into, amend, modify, terminate, settle, compromise or otherwise deal with any agreements or disputes on behalf of AARP or AARP Trust. All agreements, whether written or oral, express or implied, entered into by United in connection with performance of the Services and the provision of the SHIP shall not in any way bind or purport to bind AARP or AARP Trust or any of their respective properties.
United. Notwithstanding anything to the contrary in this Section 11.06, United shall not assign any interest in any Commitment or Loan such that at any time it shall cease to own less than 50.1% of the aggregate principal amount of the Loans from time to time outstanding.
United. (i) United is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. United has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on United.
(ii) True and complete copies of the Restated Certificate of Incorporation of United, as amended through, and as in effect as of, the date of this Agreement (the “ United Charter ”), and the Amended and Restated Bylaws of United, as amended through, and as in effect as of, the date of this Agreement (the “United Bylaws ”), have previously been made available to Continental.
(iii) Each United Subsidiary
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization,
(ii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, and
(iii) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except for such variances from the matters set forth in any of clauses (i) , (ii) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on United.
United. At all times during the term of this Agreement United will employ an individual to have primary responsibility for meeting United's obligations under this Agreement, which person shall be a duly appointed officer of United (the "United Executive"). The United Executive shall be a person who has experience and background commensurate with his or her responsibilities. The United Executive will maintain an office in the Chicago metropolitan region. The United Executive shall have full authority to bind United in all matters regarding this Agreement that may arise during the term of this Agreement, subject to the provisions of the corporate by-laws and commitment authorities of United Air Lines, Inc., as approved by United Air Lines, Inc.'s Board of Directors or CEO, including, without limitation:
(i) the conduct of United's negotiations with current and potential customers of GILLC on GILLC's behalf pursuant to this Agreement;
(ii) the negotiation with GILLC of goals and targets related to GILLC's and United's performance under this Agreement;
(iv) the quantity, quality of performance and training of personnel provided by United pursuant to its obligations under this Agreement;
(v) the coordination of United's role in negotiations with any third party where such negotiations involve the participation of parties other than GILLC, United, and that third party; and
(vi) the coordination and resolution of any issues arising under this Agreement that, in United's or GILLC's estimation, are affected by actions that have been or may be taken by other sales agents of GILLC or by GILLC. The United Executive may delegate to employees of United or to persons under the control of United such matters that are his or her responsibility hereunder and as may be, in the United Executive's estimation, appropriate for delegation, provided that, if GILLC reasonably objects that such delegation will result in a diminishment of United's performance hereunder or in a detriment to GILLC's ability to perform its obligations hereunder, or both, then United will review the proposed delegation and inform GILLC as to how United will address GILLC's reasonable concerns.
United. The assignment by United of all of its rights, obligations and responsibilities as a Limited Partner in the Partnership to NCC effective as of the close of business on June 30, 1998, is hereby consented to by the General Partner, and NCC is hereby substituted as a Limited Partner for United effective as of the beginning of business on July 1, 1998. NCC hereby affirms that it has assumed all of the rights, obligations and responsibilities of United as a Limited Partner in the Partnership, including, but not limited to, the loan obligations described in Section 5.4 of the Partnership Agreement, and NCC further agrees to be bound by all of the terms and conditions of the Partnership Agreement as amended hereby.
United. At all times during the term of this Agreement United will employ an individual to have primary responsibility for meeting United's obligations under this Agreement, which person shall be a duly appointed officer of United (the "United Executive"). The United Executive shall be a person who has experience and background commensurate with his or her responsibilities. The United Executive will maintain an office in the Chicago metropolitan region. The United Executive shall have full authority to bind United in all matters regarding this Agreement that may arise during the term of this Agreement, subject to the provisions of the corporate by-laws and commitment authorities of United Air Lines, Inc., as approved by United Air Lines, Inc.'s Board of Directors or CEO, including, without limitation:
(i) the conduct of United's negotiations with current and potential customers of GI-Inc on GI-Inc's behalf pursuant to this Agreement; (ii) the negotiation with GI-Inc of goals and targets related to GI-Inc's and United's performance under this Agreement; (iii) the compensation owed United by GI-Inc under this agreement, including the negotiation and payment thereof; (iv) the quantity, quality of performance and training of personnel provided by United pursuant to its obligations under this Agreement; (v) the coordination of United's role in negotiations with any third party where such negotiations involve the participation of parties other than GI-Inc, United, and that third party; and (vi) the coordination and resolution of any issues arising under this Agreement that, in United's or GI-Inc's estimation, are affected by
United. United shall contribute Five Million Dollars ($5,000,000) ------ in immediately available funds to the Partnership upon formation of the Partnership in exchange for its interest as a Limited Partner. The Capital Account of United shall be credited in the amount of Five Million Dollars ($5,000,000) by reason of its initial contribution to the capital of the Partnership hereunder.
