Common use of Termination of Purchase Obligation Clause in Contracts

Termination of Purchase Obligation. 4.3.1 In the event the Acceptance Date for the Backhaul has not occurred by October 31, 2001, Purchaser may elect to terminate its obligation to acquire the Backhaul IRU by providing written notice to Seller by November 15, 2001, unless the reason for the Acceptance Date not occurring results from an Event of Default by Purchaser or improper acts or omissions. The parties agree that the Acceptance Date of the Backhaul will not depend on, and shall occur regardless of, whether the China-US cable has been delivered or is operational. If the Acceptance Date has not occurred by October 31, 2001 and Purchaser has not terminated its obligation to acquire the Backhaul IRU (by the November 15, 2001 deadline), Seller shall continue to provide to Purchaser the STM-1 circuits into Bandon set forth on Exhibit A to the Telecommunications Facilities Agreement (the “Bandon Circuit(s)”) at no cost to Purchaser after September 30, 2001. Seller shall reserve 26 additional STM-1’s from Bandon to Xxxxxxxx’ POP in Los Angeles, California by October 1, 2001. Xxxxxxxx shall continue to provide the Bandon Circuits until the earlier of: (i) thirty (30) days after the Acceptance Date of the Backhaul IRU or (ii) six (6) months after September 30, 2001. On March 31, 2002, if the Acceptance Date for the Backhaul IRU has still not occurred, Purchaser, at its option, may (1) terminate the Backhaul IRU (and Xxxxxxxx’ provision of the Bandon circuits shall end as of March 31, 2002), or (2) convert the Backhaul IRU to an equivalent IRU on the same terms and conditions as set forth herein between the Bandon cable landing station and Seller’s POP in Los Angeles, California (the “Bandon IRU”). In the event Purchaser elects to convert the Backhaul IRU to a Bandon IRU and Seller is unable to deliver 48 STM-1s from Bandon to Los Angeles, Purchaser shall have the right to purchase an IRU in 22 STM-1s for a purchase price of *** less the allocated amount of down payment set forth in Schedule A. In addition, the parties agree to reduce the payment for operations and maintenance associated with original Backhaul IRU under the O&M Agreement appropriately. (a) In the event the Acceptance Date for the applicable Wavelength(s) has not occurred by the deadline set forth in Section 4.1, Purchaser may elect to terminate its obligation to acquire the particular Wavelength IRU for which the Acceptance Date has not occurred by providing written notice to Seller, unless the reason for the Acceptance Date not occurring results from Purchaser’s Default or improper acts or omissions. The notice and cure periods set forth in Section 15 shall not apply with respect to the deadlines set forth in Section 4.1. *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406.

Termination of Purchase Obligation. 4.3.1 In the event the Acceptance Date for the Backhaul has not occurred by October 31, 2001, Purchaser may elect to terminate its obligation to acquire the Backhaul IRU by providing written notice to Seller by November 15, 2001, unless the reason for the Acceptance Date not occurring results from an Event of Default by Purchaser or improper acts or omissions. The parties agree that the Acceptance Date of the Backhaul will not depend on, and shall occur regardless of, whether the China-US cable *** has been delivered or is operational. If the Acceptance Date has not occurred by October 31, 2001 and Purchaser has not terminated its obligation to acquire the Backhaul IRU (by the November 15, 2001 deadline), Seller shall continue to provide to Purchaser the STM-1 circuits into Bandon *** set forth on Exhibit A to the Telecommunications Facilities Agreement (the “Bandon Circuit(s)***”) at no cost to Purchaser after September 30, 2001. Seller shall reserve 26 additional STM-1’s from Bandon to Xxxxxxxx’ POP in Los Angeles, California *** by October 1, 2001. Xxxxxxxx shall continue to provide the Bandon Circuits *** until the earlier of: (i) thirty (30) days after the Acceptance Date of the Backhaul IRU or (ii) six (6) months after September 30, 2001. On March 31, 2002, if the Acceptance Date for the Backhaul IRU has still not occurred, Purchaser, at its option, may (1) terminate the Backhaul IRU (and Xxxxxxxx’ provision of the Bandon circuits *** shall end as of March 31, 2002), or (2) convert the Backhaul IRU to an equivalent IRU on the same terms and conditions as set forth herein between the Bandon cable landing station and Seller’s POP in Los Angeles, California (the “Bandon IRU”). In the event Purchaser elects to convert the Backhaul IRU to a Bandon IRU and Seller is unable to deliver 48 STM-1s from Bandon to Los Angeles, Purchaser shall have the right to purchase an IRU in 22 STM-1s for a purchase price of *** less the allocated amount of down payment set forth in Schedule A. In addition, the parties agree to reduce the payment for operations and maintenance associated with original Backhaul IRU under the O&M Agreement appropriately. (a) In the event the Acceptance Date for the applicable Wavelength(s) has not occurred by the deadline set forth in Section 4.1, Purchaser may elect to terminate its obligation to acquire the particular Wavelength IRU for which the Acceptance Date has not occurred by providing written notice to Seller, unless the reason for the Acceptance Date not occurring results from Purchaser’s Default or improper acts or omissions. The notice and cure periods set forth in Section 15 shall not apply with respect to the deadlines set forth in Section 4.1. *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406.