Common use of Alternate Transactions Clause in Contracts

Alternate Transactions. (a) If UIHI or UPC has not, on or before ---------------------- December 1, 1997, either (i) both (x) consummated the Private Placement and (y) consummated each of the other transactions contemplated by Article II hereof or (ii) consummated each of the transactions contemplated by Article IIA hereof (such failure, an "ALTERNATE CONSIDERATION EVENT"), then, provided that each of the conditions set forth in Article VII hereof (other than the condition set forth in Section 7.1(g)) has been satisfied or waived, on the next Business Day thereafter, UPC shall otherwise consummate the transactions contemplated by Article II hereof, including the delivery to Philips Networks of preference shares of UPC with an aggregate liquidation preference equal to U.S. $162.5 million and containing the terms set forth on confidential Exhibit D hereto and --------- such other terms as may be mutually acceptable to the Philips Networks and UIHI (the "INCREASING RATE PREFERENCE SHARES"). (b) During the period from December 1, 1997, through September 1, 1998, UPC shall, and the UIHI Parties shall cause UPC to, use its reasonable best efforts to refinance the Increasing Rate Preference Shares, such that the Increasing Rate Preference Shares are redeemed or otherwise monetized in a manner that provides Philips Networks with net cash proceeds in an amount equal to the aggregate liquidation preference of the outstanding Increasing Rate Preference Shares plus all accrued and unpaid dividends thereon; provided that, ---- the TD Facility may require that any additional equity interests newly issued and sold in connection with such refinancing will contain terms and entitle the holders thereof to rights no less favorable to UPC than the Increasing Rate Preference Shares. (c) All expenses, including, but not limited to, expenses of the sort or type which would be considered to be Selling Expenses and Other Expenses if incurred in connection with the Private Placement, which are incurred in connection with the refinancing referred to in paragraph (b) of this Section 8.5 shall be for the sole account of UPC.

Alternate Transactions. (a) If UIHI From the date of this Agreement until seven (7) Business Days prior to the Closing Date, Buyer may request that Seller and its Subsidiaries agree to one of the alternate transactions (the “Holding Company Transaction” or UPC has notthe “Partnership Transaction” and, on collectively, the “Alternate Transactions”) described in Section 5.25(b) or before ---------------------- December 1Section 5.25(c). Seller shall reasonably cooperate, 1997and shall cause its Subsidiaries and Representatives to reasonably cooperate, either with Buyer and its Representatives in (i) both (x) consummated providing information in its possession or control reasonably requested by Buyer in evaluating and implementing the Private Placement Alternate Transactions and (y) consummated each of the other transactions contemplated by Article II hereof or (ii) consummated each reviewing the Alternate Transactions to determine the impact of the transactions contemplated by Article IIA hereof (such failureimplementation and consummation thereof on the parties, an "ALTERNATE CONSIDERATION EVENT")including, thenwithout limitation, provided that each any potential delay of the conditions set forth in Article VII hereof (other than the condition set forth in Section 7.1(g)) has been satisfied or waived, on the next Business Day thereafter, UPC shall otherwise consummate the transactions contemplated by Article II hereof, including the delivery to Philips Networks of preference shares of UPC with an aggregate liquidation preference equal to U.S. $162.5 million Closing and containing the terms set forth on confidential Exhibit D hereto and --------- such other terms as may be mutually acceptable to the Philips Networks and UIHI (the "INCREASING RATE PREFERENCE SHARES"). (b) During the period from December 1, 1997, through September 1, 1998, UPC shall, and the UIHI Parties shall cause UPC to, use its reasonable best efforts to refinance the Increasing Rate Preference Shares, such that the Increasing Rate Preference Shares are redeemed or otherwise monetized in a manner that provides Philips Networks with net cash proceeds in an amount equal to the aggregate liquidation preference of the outstanding Increasing Rate Preference Shares plus all accrued and unpaid dividends thereon; provided that, ---- the TD Facility may require that any additional equity interests newly issued and sold costs, Taxes (including Incremental Taxes or any withholding Taxes) or other Damages (including Incremental Damages) expected to be incurred by Seller or its Subsidiaries in connection with such refinancing will contain terms Alternate Transactions. Prior to the implementation of the Alternate Transaction, Seller shall prepare in good faith and entitle provide to Buyer a schedule (the holders thereof “Alternate Transaction Schedule”) containing the reasonably estimated amount and supporting calculations of the Incremental Taxes and Incremental Damages associated with the selected Alternate Transaction. If, following its review, Seller reasonably determines that the implementation and consummation of the selected Alternate Transaction should not result in any delay of the Closing in excess of Permitted Delay and any additional material Taxes, out-of-pocket costs or other Damages to rights no less favorable Seller, its Subsidiaries, its Affiliates, or its shareholders in excess of any additional amount Buyer agrees to UPC than pay to Seller or its Subsidiaries at the Increasing Rate Preference Shares.closing of such Alternate Transaction, then: (ci) All expensesBuyer and its Subsidiaries shall, with Seller’s and its Subsidiaries’ reasonable cooperation, prepare all documents and filings (including, but not limited towithout limitation, expenses Tax elections and requests for guidance or clearances reasonably requested by Buyer or Seller with respect to United Kingdom or United States Taxes or foreign Tax credits applicable to the selected Alternate Transaction) reasonably necessary to implement the selected Alternate Transaction (including, if applicable, Section 5.25(c)(vi)), all of which shall be submitted to Seller for its prior review and comment; (ii) Seller or its Subsidiaries, as applicable, shall promptly execute and, if necessary, promptly deliver or file with a third party (including an appropriate governmental or regulatory authority), such documents and instruments as are prepared by Buyer pursuant to the sort or type which would be considered foregoing clause (i), delivered to be Selling Expenses and Other Expenses if incurred in connection with the Private PlacementSeller, which are incurred reasonably satisfactory to Seller and reasonably necessary to implement the Alternate Structure; (iii) Buyer shall indemnify and hold harmless the Seller Indemnified Parties from, against and in connection respect of, and shall pay to the Seller Indemnified Parties the amount of, any (A) Incremental Taxes and (B) Incremental Damages; provided, however, that (i) the Seller Indemnified Parties shall not be entitled to such indemnification with respect to, and shall refund to Buyer any amounts previously paid in respect of, any Incremental Taxes or Incremental Damages resulting from an act or failure to act by a Seller Indemnified Party which represents a breach of their duties under clause (ii) above or from a failure to act in good faith regarding their obligations under the refinancing referred introductory paragraph of Section 5.25(a) or Sections 5.25(a)(i), 5.25(b)(v), 5.25(g), 5.25(h) or 5.25(j), and (ii) the Seller Indemnified Parties shall not be entitled to indemnification with respect to Incremental Damages not reflected on the Alternate Transaction Schedule unless the Alternate Transaction Schedule was completed in good faith, it being understood that, so long as the Alternate Transaction Schedule was completed in good faith, Buyer shall be required to indemnify Seller Indemnified Parties for all Incremental Damages, whether or not reflected on the Alternate Transaction Schedule; (iv) Notwithstanding anything to the contrary in this Agreement, provided Seller and its Subsidiaries comply with clause (ii) above and act in good faith regarding their obligations under the introductory paragraph (bof Section 5.25(a) and Sections 5.25(a)(i), 5.25(b)(v), 5.25(g), 5.25(h) and 5.25(j) in order to implement the selected Alternate Transaction, no breach of any representation, warranty, covenant or other agreement contained in this Agreement resulting from the implementation of the Alternate Transaction may be alleged against any Seller Indemnified Party and no Seller Indemnified Party shall have any liability in respect of such a breach under any provision of this Agreement; (v) The selected Alternate Transaction may be implemented in one or more phases, effective (unless otherwise provided in this Section 8.5 5.25, except to the extent otherwise agreed by Seller and Buyer) at such times as reasonably requested by Buyer, provided that the closing of any such phase shall not occur more than three (3) Business Days prior to the expected closing of the transactions described in Section 5.25(b)(iv) or Section 5.25(c)(v), as applicable. In the event that Seller and Buyer take any action reasonably necessary to implement the selected Alternate Transaction and the Closing does not occur for any reason, the parties will, to the extent possible, affect a rescission of such actions. Notwithstanding anything to the contrary in this Agreement, in the event that Seller takes any action reasonably necessary to implement the selected Alternate Transaction and the Closing does not occur for any reason (other than a willful breach by a Seller Indemnified Party that is intended to impair Buyer’s benefits under this Agreement), then Buyer shall indemnify and hold harmless Seller Indemnified Parties from, against and in respect of, and shall pay to Seller Indemnified Parties the amount of, any Damages (including Taxes) incurred by them as a result of any such action or the unwinding of any such action; and (vi) As promptly as practicable after the date hereof, Buyer shall prepare and submit to Seller a detailed outline of the steps and actions required to be for taken by Seller pursuant to clause (ii) above in order to implement the sole account selected Alternate Transaction. Prior to the implementation of UPCthe selected Alternate Transaction, Buyer may revise such outline from time to time and will promptly provide a copy of such revised outline to Seller.

Alternate Transactions. (a) If UIHI or UPC has not, on or ---------------------- before ---------------------- December 111, 1997, either (i) both (x) consummated the Private Placement and (y) consummated each of the other transactions contemplated by Article II hereof or (ii) consummated each of the transactions contemplated by Article IIA hereof (such failure, an "ALTERNATE CONSIDERATION EVENT"), then, provided that each of the conditions set forth in Article VII hereof (other than the condition set forth in Section 7.1(g)) has been satisfied or waived, on the next Business Day thereafter, UPC shall otherwise consummate the transactions contemplated by Article II hereof, including the delivery to Philips Networks of preference shares of UPC with an aggregate liquidation preference equal to U.S. $162.5 million and containing the terms set forth on confidential Exhibit D hereto and --------- such other terms as may be mutually acceptable to the Philips Networks and UIHI (the "INCREASING RATE PREFERENCE SHARES"). (b) During the period from December 111, 1997, through September 1, 1998, UPC shall, and the UIHI Parties shall cause UPC to, use its reasonable best efforts to refinance the Increasing Rate Preference Shares, such that the Increasing Rate Preference Shares are redeemed or otherwise monetized in a manner that provides Philips Networks with net cash proceeds in an amount equal to the aggregate liquidation preference of the outstanding Increasing Rate Preference Shares plus all accrued and unpaid dividends thereon; provided that, ---- the TD Facility may require that any additional equity interests newly issued and sold in connection with such refinancing will contain terms and entitle the holders thereof to rights no less favorable to UPC than the Increasing Rate Preference Shares. (c) All expenses, including, but not limited to, expenses of the sort or type which would be considered to be Selling Expenses and Other Expenses if incurred in connection with the Private Placement, which are incurred in connection with the refinancing referred to in paragraph (b) of this Section 8.5 shall be for the sole account of UPC.