Common use of Acknowledgments and Termination of Exclusivity Clause in Contracts

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates under Section 8.6 shall automatically terminate and be of no further force or effect. ----------- (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS and its Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its Affiliates. Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS and its Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its Affiliates. Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS into Series B H Preferred Stock and Series I Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a1) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's Stockholders and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b2) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c3) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' Affiliates obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS and its Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its Affiliates. Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- Territory shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates (including TWR Cellular) under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' (including TWR Cellular's) obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS (including TWR Cellular) and its -------- Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (including TWR Cellular) (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its AffiliatesAffiliates (including TWR Cellular). Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS (including TWR Cellular) into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' obligations under Section 8.6 with respect to any Overlap Territory, provided that the -------- obligations ----------- of AT&T PCS and its Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its Affiliates. Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates Affiliates' willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates (including TWR Cellular) under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' (including TWR Cellular) obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS and its Affiliates (including TWR Cellular) pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (including TWR Cellular) (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its AffiliatesAffiliates (including TWR Cellular). Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS and TWR Cellular into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.

Acknowledgments and Termination of Exclusivity. (a) The Stockholders hereby expressly acknowledge that none of the Stockholders would have been willing to enter into this Agreement or make contributions to the capital of the Company, except for each other Stockholder's and its Affiliates willingness to enter into this Agreement (including without limitation the provisions set forth in this Section 8) and the Related --------- Agreements. (b) Without limiting the foregoing, and without limiting the remedies that may be available to it at law or in equity, in the event of a Substantial Company Breach, the obligations of AT&T PCS and its Affiliates under Section 8.6 shall automatically terminate and be of no further force or effect. -----------. (c) Upon consummation of a Disqualifying Transaction, AT&T PCS may, by notice to the Company, terminate its and its Affiliates' obligations under Section 8.6 with respect to any Overlap Territory, provided that the obligations ----------- of AT&T PCS and its Affiliates pursuant to Section 8.6(b)(ii) shall continue in ------------------ effect with respect to the then existing customers of the PCS Systems and Cellular Systems owned and operated by AT&T PCS and its Affiliates (and their respective successors pursuant to the applicable Disqualifying Transaction) before giving effect to such Disqualifying Transaction, so long as such customers remain customers of such systems and such systems continue to be owned or operated by AT&T PCS or its Affiliates. Notwithstanding the foregoing, in the event that the Company exercises its right pursuant to Section 6.1 to ----------- convert all of the shares of Company Stock owned by AT&T PCS into Series B Preferred Stock, the reference in this Section 8.8(c) to the "Overlap Territory" -------------- shall be deemed to refer to the Territory.