DEMS definition
Examples of DEMS in a sentence
If such restrictions have not been removed within ninety (90) days after the obtaining of the Requisite Approvals, the conditions set forth in paragraphs (a)(iii) and (b)(iii) of this Section 4 shall be deemed to have been satisfied, and with respect to any DEMS License or channels covered thereby which cannot be transferred at the Closing, the provisions of Section 3(e) shall apply.
The conditions set forth in paragraphs (a) and (b) above shall apply, mutatis mutandis, to the release of any Trust Channel and the Related DEMS System (if any) to FirstMark, and the payment of the consideration therefor, as contemplated by Section 3(e) hereof.
As of the date of this Agreement, Associated and its Affiliates have no agreement or understanding with any Person (other than Contributor or FirstMark) with respect to the direct or indirect purchase or sale of any DEMS license or any Person which holds any DEMS license, and as of the date of this Agreement, neither Associated nor any of its Affiliates is engaged in any discussions or negotiations relating to any such purchase or sale.
Without limiting Section 7 hereof, between the date of this Agreement and the Closing, Associated shall not directly or indirectly control, supervise or direct, or attempt to control, supervise or direct, the operation of the DEMS Systems of FirstMark and its Affiliates, and the operations of FirstMark and its Affiliates shall be the sole responsibility of Contributor and FirstMark and its Affiliates.
Schedule 10(a)(vii) hereto (as supplemented at the Closing by identifying all additions thereto between the date hereof and such date) sets forth all subscription contracts for the provision of DEMS entered into by FirstMark.
All material tangible assets comprising a part of the DEMS Systems are in good working order and condition.
FirstMark has, and upon consummation of the Contribution will have, all intellectual property rights associated with the DEMS Systems and such intellectual property rights do not and will not infringe upon the intellectual property rights of any Person.
Notwithstanding the provisions of paragraphs (a)(iii) and (b)(iii) of this Section 4, if the Requisite Approvals in connection with the Contribution have been obtained but contain restrictions the effect of which is to prevent the transfer of control of a portion of the DEMS Licenses or channels covered thereby, the parties hereto shall use all commercially reasonable efforts to cause such restrictions to be removed.
Notwithstanding the foregoing, if less than all of the channels for which FirstMark holds a DEMS License are Trust Channels, no portion of the Related DEMS System shall be conveyed by FirstMark to the Trust, but FirstMark shall enter into arrangements reasonably acceptable to Contributor and Associated and consistent with the FCC's rules giving the Trust rights to use such DEMS System in connection with the operations of the Trust Channels.
After the Closing, Associated, Contributor and FirstMark shall cooperate and use their reasonable best efforts, at Associated's expense, to obtain all Requisite Approvals for the transfer of control of each Trust Channel, in which event, subject to Section 4(d) hereof, such Trust Channel and Related DEMS System shall be released from the Trust to FirstMark.