Conflicted Systems Proceeds Sample Clauses

Conflicted Systems Proceeds. Prior to the Stage II Closing, Vodafone and Xxxx Atlantic shall agree on each Party’s “Conflicted Systems Proceeds Amount,” which shall equal the sum of the following amounts received by each of Vodafone and Xxxx Atlantic and their respective Affiliates, from sales of certain Conflicted Systems pursuant to
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Conflicted Systems Proceeds following amounts received by each of Vodafone and Xxxx Atlantic and their respective Affiliates, from sales of certain Conflicted Systems pursuant to Section 2.6.2: (i) the Gross Proceeds (as defined in Section 2.6.2) received by Xxxx Atlantic derived from the sale of any of the Conflicted Systems referred to on SCHEDULE 7.6A, (ii) the Net Proceeds (as defined in Section 2.6.2) received by Vodafone or Xxxx Atlantic, as the case may be, derived from the sale of any of the Conflicted Systems referred to on SCHEDULE 7.6B, and (iii) the accretion in the Gross Proceeds and Net Proceeds received by Vodafone or Xxxx Atlantic or their respective Affiliates, as the case may be, at the LIBO Rate from the date of the closing of the sale of any Conflicted System to the Stage II Closing Date. The "Vodafone Net Conflict Amount" and the "Xxxx Atlantic Net Conflict ---------------------------- -------------------------- Amount" shall then be calculated as follows: First, each Party's percentage ------ Partnership Interest (giving effect to the Stage II Closing) shall be multiplied by the sum of Vodafone's Conflicted Systems Proceeds Amount and Xxxx Atlantic's Conflicted Systems Proceeds Amount, with the result being referred to as such Party's "Target Amount" Second, the "Conflict Payment Amount" shall be ------------- ----------------------- calculated for the Party whose Conflicted Systems Proceeds Amount is greater than its Target Amount. Such Party's Conflict Payment Amount will equal (x) the excess of the Conflicted Systems Proceeds Amount of such Party over the Target Amount of such Party, divided by (y) the percentage Partnership Interest of the other Party.

Related to Conflicted Systems Proceeds

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