Worldspan. Worldspan LP, a limited partnership organized under the laws of Delaware.
Worldspan at its option, may give written notice to IAC Global of such shortfall (“Shortfall Notice”).
Worldspan. Trans World PARS, Inc., a Delaware corporation, is an indirect wholly owned subsidiary of TWA, and a general partner of Worldspan and directly owns a 26.315% interest in Worldspan. Except for compliance with the right of first refusal set forth in the Sixth Amended and Restated Limited Partnership Agreement, dated as of April 30, 1993, of Worldspan, no action, approval, notice or consent is required in connection with the transfer by Trans World PARS, Inc. to Purchaser of all of such right, title and interest in and to Worldspan, including without limitation the Worldspan partnership interest and rights as a general partner thereof.
Worldspan. Worldspan agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 7 days prior to (provided that Worldspan receives a notice from the Company of the commencement of such 7-day period) and the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.
Worldspan agrees to deliver BIDT to Participating Carrier, using the BIDT format selected in Paragraph 1.
Worldspan agrees to provide Participating Carrier with fixed format record layout with all data elements, element descriptions, displacements and tape specifications with delivery of BIDT. Worldspan reserves the right to modify any or all components or the format of any of the BIDT from time to time.
Worldspan shall indemnify, defend and hold harmless the Consultant against all loss, liability, damage or expense as set forth in Article 10 of Worldspan’s Seventh Amended and Restated Agreement of Limited Partnership, dated as of June 30, 2003.
Worldspan has developed a procedure called “SecuRate AIR for Airlines” that allows participating carriers to manually load fares in the Worldspan System and to designate Worldspan Users that shall have access to such fares. Participating Carrier wishes to participate in SecuRate AIR for Airlines.
Worldspan shall offer, pursuant to a separate licensing agreement, its customizable consumer Internet booking engine to Customer upon the product's general release. Worldspan agrees to discount its initial license fee for this product by [**].
Worldspan. (a) During the term of this Agreement and for so long thereafter as EI continues to use Worldspan as a CRS for Expedia pursuant to the CRS Agreement, Worldspan shall maintain the related Worldspan BFS Software on the Worldspan System for use by EI and/or its ETT Customers in connection with Expedia for applicable air bookings via the Worldspan System. Throughout deployment and for so long thereafter as EI continues to use Worldspan as a CRS for Expedia pursuant to the CRS Agreement, Worldspan shall use commercially reasonable efforts to correct any errors in the Worldspan BFS Software, or the Worldspan System with respect to the operation of BFS, in accordance with the performance standards set forth in Exhibit 2. In the event the parties provide for a reduction in capacity under the terms of the CRS Agreement and BFS and/or the Worldspan BFS Software fails within two (2) months thereafter, EI may switch routing of Expedia search requests to Power Shopper or Power Availability searches on the Worldspan System in accordance with the capacity requirements provided immediately prior to the most recent such reduction of capacity, as set forth in the CRS Agreement. If such failure occurs more than two (2) months after such a reduction in capacity, then Worldspan shall use reasonable business efforts to make capacity available to EI at the level provided immediately prior to such reduction, in accordance with the CRS Agreement.
(b) Worldspan shall have the right to deploy BFS, or any portion thereof, in connection with the operation of the Worldspan System as contemplated by Section 3.4.
