Abandonment of ORBCOMM System Sample Clauses

Abandonment of ORBCOMM System. Nothing contained in this Agreement shall prevent the ORBCOMM Entities from ceasing to develop, construct or operate the ORBCOMM System. In the event ORBCOMM or its Affiliates (including any of the ORBCOMM Entities) abandon the ORBCOMM System by ceasing to develop, construct and operate all of the ORBCOMM System, ORBCOMM shall be entitled to terminate this Agreement by giving Licensee 90 days written notice, provided that Licensee shall have the right, together with all other persons who may have a similar right, to purchase the tangible assets of the ORBCOMM System owned by ORBCOMM Global at their then fair market value, which right shall be exercised by Licensee within three months of receipt of written notice from ORBCOMM of abandonment.
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Abandonment of ORBCOMM System. Nothing contained in this Agreement shall prevent the ORBCOMM Entities from ceasing to develop, construct or operate the ORBCOMM System. In the event ORBCOMM or any of the ORBCOMM Entities abandon the ORBCOMM System by ceasing to develop, construct and operate all of the ORBCOMM System, ORBCOMM shall be entitled to terminate this Agreement by giving Licensee 180 days written notice. In such event, to the fullest extent permitted by applicable law, Licensee shall have the right, together with all other persons who may have a similar right and a desire to exercise such right, all of whom shall be obligated to act as a group (the "ORBCOMM System Purchase Group"), to purchase the tangible assets of the ORBCOMM System owned by ORBCOMM Global, ORBCOMM USA, or ORBCOMM and to purchase a non-exclusive, perpetual license to use, solely in connection with the operation of the tangible assets purchased pursuant to this Section 9(d), the intangible assets of the ORBCOMM System, other than any operating or regulatory licenses with respect to the ORBCOMM System, owned by ORBCOMM Global, ORBCOMM USA, or ORBCOMM at their then fair market value, which right shall be exercised by the ORBCOMM System Purchase Group within three months of
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Abandonment of ORBCOMM System. (i) Nothing contained in this Agreement, including any attachments hereto, shall prevent the ORBCOMM Entities from ceasing to develop, construct or operate the ORBCOMM System. In the event ORBCOMM or any of the ORBCOMM Entities abandon the ORBCOMM System by ceasing to develop, construct and operate all of the ORBCOMM System, ORBCOMM shall be entitled to terminate this Agreement by giving Licensee 180 days written notice. In such event, to the fullest extent permitted by applicable law, Licensee shall have the right, together with all other persons who may have a similar right and a desire to exercise such right, all of whom shall be obligated to act as a group (the "ORBCOMM System Purchase Group"), to purchase the tangible assets of the ORBCOMM System owned by ORBCOMM Global, ORBCOMM USA, or ORBCOMM and to purchase a non-exclusive, perpetual license to use, solely in connection with the operation of the tangible assets purchased pursuant to this Section 9(d), the intangible assets of the ORBCOMM System, other than any operating or regulatory licenses with respect to the ORBCOMM System, owned by ORBCOMM Global, ORBCOMM USA, or ORBCOMM at their then fair market value, which right shall be exercised, if at all, by the ORBCOMM System Purchase Group within three months of receipt of written notice from ORBCOMM of abandonment (the "Option Exercise Notice"). The fair market value of the tangible assets and such license for the intangible assets of the ORBCOMM System shall be determined as of the day of abandonment and on the basis of an arms' length transaction between a willing buyer and a willing seller. Any determination of fair market value pursuant to this Section 9(d) shall be final, binding and conclusive on the parties. Fair market value shall be determined as follows:
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Related to Abandonment of ORBCOMM System

  • ABANDONMENT OF PREMISES Tenant agrees not to abandon or vacate the Premises during the Term of this Lease. If Tenant does abandon or vacate the Premises for more than ninety (90) days, Landlord may terminate this Lease, by written notice to Tenant at any time prior to Tenant reoccupying the Premises, but such termination shall not entitle Landlord to pursue any other remedies unless an uncured Event of Default then exists, in which case Landlord may pursue any and all remedies provided by this Lease, at law or in equity.

  • Abandonment Tenant shall not vacate or abandon the Premises at any time during the term of this Lease and if Tenant shall abandon, vacate or surrender said Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord.

  • Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

  • Underground Tanks If underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by Tenant or are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Access to Premises and Records Between the date of this Agreement ------------------------------ and the Closing Date, Seller will give Buyer and its counsel, accountants and other representatives full access during normal business hours upon reasonable notice to all the premises and books and records of the Business and to all the Assets and to the System personnel and will furnish to Buyer and such representatives all such documents, financial information, and other information regarding the Business and the Assets as Buyer from time to time reasonably may request; provided that no such investigation will affect or limit the scope of any of Seller's representations, warranties, covenants and indemnities in this Agreement or any Transaction Document or limit liability for any breach of any of the foregoing.

  • Access to the Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Hazardous Materials; Remediation (a) If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Environmental Law requiring the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material.

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