Common use of Allocation of Obligations Clause in Contracts

Allocation of Obligations. (i) Xxxx Atlantic shall have the right, exercisable by written notice to Vodafone within thirty (30) days after a determination of the Monetizable Interests Percentage pursuant to Section 5.2, to obligate itself or its designee (for whose obligations Xxxx Atlantic shall be primarily liable) rather than Wireless to purchase pursuant to the Phase I Option or the Phase II Option some or all of the percentage of Interests covered by the applicable Monetization Notice. Such written notice shall specify that portion of the Monetization Amount as to which Xxxx Atlantic is exercising the foregoing right and such notice may not be modified or revoked by Xxxx Atlantic after it is delivered to Vodafone. That portion of the Monetization Amount allocated to Wireless and Xxxx Atlantic after giving effect to this Section 5.1(c) shall be the "Wireless Allocated Amount" and the "Xxxx Atlantic Allocated Amount," respectively. In the event that the Wireless Allocated Amount for all transactions effected pursuant to the Phase I Option exceeds $5 billion, then a "Monetization Imbalance" shall be deemed to exist for purposes of Section 7.1(c) of the Partnership Agreement. (ii) Notwithstanding Xxxx Atlantic's proposed allocation of the Monetization Amount pursuant to subparagraph (i) above, (A) at the option of Vodafone, Wireless (and not Xxxx Atlantic) shall be obligated to purchase pursuant to the Phase II Option a portion of the Monetization Amount, not to exceed a total of $7.5 billion, in one or more transactions as provided in Sections 5.3(d) and 5.3(e) and (B) in the event that Wireless defaults on its obligations pursuant to the Phase I Option or Phase II Option to purchase some or all of the Interests covered by a Monetization Notice, the Xxxx Atlantic Allocated Amount shall be increased to the extent necessary to cure such default, but in no event by more than the Xxxx Atlantic Backstop with respect to the applicable Monetization Closing.

Appears in 2 contracts

Samples: Investment Agreement (Verizon Wireless Inc), u.s. Wireless Alliance Agreement (Bell Atlantic Corp)

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Allocation of Obligations. (i) Xxxx Bell Atlantic shall have the right, exercisable by written notice to Vodafone within thirty (30) days after a determination of the Monetizable Interests Percentage pursuant to Section 5.2, to obligate itself or its designee (for whose obligations Xxxx Bell Atlantic shall be primarily liable) rather than Wireless to purchase pursuant to the Phase I Option or the Phase II Option some or all of the percentage of Interests covered by the applicable Monetization Notice. Such written notice shall specify that portion of the Monetization Amount as to which Xxxx Bell Atlantic is exercising the foregoing right and such notice may not be modified or revoked by Xxxx Bell Atlantic after it is delivered to Vodafone. That portion of the Monetization Amount allocated to Wireless and Xxxx Bell Atlantic after giving effect to this Section 5.1(c) shall be the "Wireless Allocated Amount" and the "Xxxx “Bell Atlantic Allocated Amount," respectively. In the event that the Wireless Allocated Amount for all transactions effected pursuant to the Phase I Option exceeds $5 billion, then a "Monetization Imbalance" shall be deemed to exist for purposes of Section 7.1(c) of the Partnership Agreement. (ii) Notwithstanding Xxxx Bell Atlantic's ’s proposed allocation of the Monetization Amount pursuant to subparagraph (i) above, (A) at the option of Vodafone, Wireless (and not Xxxx Bell Atlantic) shall be obligated to purchase pursuant to the Phase II Option a portion of the Monetization Amount, not to exceed a total of $7.5 billion, in one or more transactions as provided in Sections 5.3(d) and 5.3(e) and (B) in the event that Wireless defaults on its obligations pursuant to the Phase I Option or Phase II Option to purchase some or all of the Interests covered by a Monetization Notice, the Xxxx Bell Atlantic Allocated Amount shall be increased to the extent necessary to cure such default, but in no event by more than the Xxxx Bell Atlantic Backstop with respect to the applicable Monetization Closing.

Appears in 1 contract

Samples: u.s. Wireless Alliance Agreement (Verizon Wireless Capital LLC)

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Allocation of Obligations. (i) Xxxx Atlantic shall have the right, exercisable by written notice to Vodafone within thirty (30) days after a determination of the Monetizable Interests Percentage pursuant to Section 5.2, to obligate itself or its designee (for whose obligations Xxxx Atlantic shall be primarily liable) rather than Wireless to purchase pursuant to the Phase I Option or the Phase II Option some or all of the percentage of Interests covered by the applicable Monetization Notice. Such written notice shall specify that portion of the Monetization Amount as to which Xxxx Atlantic is exercising the foregoing right and such notice may not be modified or revoked by Xxxx Atlantic after it is delivered to Vodafone. That portion of the Monetization Amount allocated to Wireless and Xxxx Atlantic after giving effect to this Section 5.1(c) shall be the "Wireless Allocated Amount" and the "Xxxx Atlantic Allocated Amount," respectively. In the event that the Wireless Allocated Amount for all transactions effected pursuant to the Phase I Option exceeds $5 billion, then a "Monetization Imbalance" shall be deemed to exist for purposes of Section 7.1(c) of the Partnership Agreement. (ii) Notwithstanding Xxxx Atlantic's ’s proposed allocation of the Monetization Amount pursuant to subparagraph (i) above, (A) at the option of Vodafone, Wireless (and not Xxxx Atlantic) shall be obligated to purchase pursuant to the Phase II Option a portion of the Monetization Amount, not to exceed a total of $7.5 billion, in one or more transactions as provided in Sections 5.3(d) and 5.3(e) and (B) in the event that Wireless defaults on its obligations pursuant to the Phase I Option or Phase II Option to purchase some or all of the Interests covered by a Monetization Notice, the Xxxx Atlantic Allocated Amount shall be increased to the extent necessary to cure such default, but in no event by more than the Xxxx Atlantic Backstop with respect to the applicable Monetization Closing.

Appears in 1 contract

Samples: Investment Agreement (Verizon Wireless Capital LLC)

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