Services Operating Committee Clause Samples

Services Operating Committee. (1) On or before the Traffic Transfer Date, the parties shall establish a committee (the "Services Operating Committee") consisting of four members (each a "Representative"), two of whom shall be appointed by TMI and two of whom shall be appointed by AMSC. Each of TMI and AMSC may at any time and from time to time, by written notice to the other party, replace any one or both of the Representatives appointed by it, and any person so replaced shall cease to be a Representative and a member of the Services Operating Committee upon the giving of such notice. During the period commencing on the Traffic Transfer Date and ending on the expiry of the Term of this Agreement, the Services Operating Committee shall manage or direct all technical and operating matters in respect of the Shared Satellite, including determination of power capacity and capacity usage and related spectrum considerations, traffic planning, access engineering, interference, troubleshooting, satellite reconfiguration, satellite health considerations and matters related to TT&C services as well as the other matters set forth in Schedule 3.2(1) (" Technical and Operating Matters"). In managing and directing Technical and Operating Matters, the parties shall apply the principles set forth in such Schedule 3.2 (1). Except as otherwise provided in Sections 3.2(4) and 7.3(2), all decisions or actions to be made or taken by the Services Operating Committee shall require the unanimous agreement of all of the Representatives, and each of TMI and AMSC agrees to use its reasonable best efforts to cause the Representatives appointed by it to negotiate in good faith to resolve all matters that are within the scope of responsibility of the Services Operating Committee. If, notwithstanding the good faith efforts of the Representatives to resolve any such matter, the Services Operating Committee is unable to reach unanimous agreement with respect to any such matter within a reasonable period of time, the Services Operating Committee shall refer the disputed matter to the respective Chief Executive Officers of TMI and AMSC, who shall attempt to resolve the disputed matter in accordance with Section 8.7(1), and if the disputed matter is not so resolved, then either party may submit the disputed matter to arbitration in accordance with Sections 8.7(2) to (7)

Services Operating Committee. SHO and SHMC will form a committee (the “Services Operating Committee”) that will address all day-to-day operational, financial, and other issues that may arise with respect to the Agreement, including its interpretation, the Parties intent reflected in this Agreement, and the policies and practices between Seller and its Affiliates and the businesses comprising Buyer’s businesses in effect immediately prior to the Effective Date, and all Disputes. The Services Operating Committee will discuss all of these issues and will attempt to resolve informally all Disputes in accordance with Section 6.16(b)(ii). The Services Operating Committee will consist of three employees of each Party that the Party designates. The initial members are listed on Appendix 1.10. Each Party may replace one or more of its members at any time upon notice to the other Party. Each Party will promptly fill all of its Service Operating Committee vacancies as they arise by notice to the other Party. Unless the members of the Services Operating Committee unanimously agree otherwise, the Services Operating Committee will meet at least once every calendar month during the Term on the dates determined by the members of the Services Operating Committee. If the members of the Services Operating Agreement cannot agree on a date or a time for a particular monthly meeting the meeting will occur at 1:00 p.