Common use of Events Triggering Termination Clause in Contracts

Events Triggering Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, without further obligation of the TDS Parties or the Investor, at any time prior to the Closing Date as follows: (i) by mutual written consent duly authorized by the boards of directors of the TDS Parties and the Investor; or (ii) by any party hereto if the Closing Date shall not have occurred on or before December 31, 1998 or such later date, if any, as the parties shall agree in writing, provided, that the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the failure to satisfy the conditions to the transactions contemplated hereby of the other parties; or (iii) by any party hereto if the consummation of the transactions contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction, or if the FCC shall have by Final Order denied the application for a Favorable Declaratory Ruling; or (iv) by the TDS Parties in the event that the Investor shall have materially breached any of its representations, warranties or covenants contained in this Agreement; provided, however, that at the time and in the case of a termination pursuant to this Section 7.12(a)(iv), no TDS Party is itself in material breach of its representations, warranties and covenants contained herein, and the TDS Parties (A) promptly notify the Investor in writing of their intention to terminate this Agreement pursuant to this Section 7.12(a)(iv), (B) specify in such termination notice the representation, warranty or covenant of which the Investor is allegedly in material breach and (C) provide the Investor with 30 days in which to cure such alleged breach or, if it cannot be cured, to fairly compensate the TDS Parties for such breach; or (v) by the Investor in the event that any TDS Party shall have materially breached any of its representations, warranties or covenants contained in this Agreement; provided, however, that at the time and in the case of a termination pursuant to this Section 7.12(a)(v), the Investor is not itself in material breach of its representations, warranties and covenants contained herein, and the Investor (A) promptly notifies the TDS Parties in writing of its intention to terminate this Agreement pursuant to this Section 7.12(a)(v), (B) specifies in such termination notice the representation, warranty or covenant of which the TDS Party is allegedly in material breach and (C) provides the TDS Parties with 30 days in which to cure such alleged breach or, if it cannot be cured, to fairly compensate the Investor for such breach.

Events Triggering Termination. This At the written election of Holdings in its sole discretion, this Agreement may be terminated and shall terminate immediately, effective upon the transactions contemplated hereby may be abandoned, without further obligation occurrence of any one of the TDS Parties following events (although Holdings’ written election shall not be required under subclauses (a), (d) or (f) below, the Investor, at occurrence of any time prior to the Closing Date as follows:of which shall automatically trigger termination of this Agreement): (ia) by mutual written consent duly authorized by the boards Executive’s conviction of directors of the TDS Parties and the Investor; ora felony or other crime involving moral turpitude; (iib) An act of fraud, embezzlement or similar conduct by Executive involving Holdings or EEC; (c) Executive’s material breach of or failure to perform his obligations hereunder, failure by Executive to abide by, conform with or otherwise observe any party hereto if the Closing Date shall not have occurred on material written policy of Holdings or before December 31, 1998 or such later date, if anyEEC, as the parties shall agree in writingcase may be, provided, that or the party exercising such right is not in default of its obligations under this Agreement in a manner which results in the continuing failure to satisfy the conditions conform to the transactions contemplated hereby reasonable directives of the other parties; or (iii) by any party hereto if Chief Executive Officer of Holdings or EEC, as the consummation of the transactions contemplated hereby shall be prohibited by a finalcase may be, non-appealable order, decree or injunction of a court of competent jurisdiction, or if the FCC shall have by Final Order denied the application for a Favorable Declaratory Ruling; or (iv) by the TDS Parties in the event that the Investor shall have materially breached any of its representations, warranties or covenants contained in this Agreementwhile serving as Chief Financial Officer; provided, however, that at the time and in the case of a termination pursuant to this Section 7.12(a)(iv), no TDS Party is itself in material breach of its representations, warranties and covenants contained herein, and the TDS Parties (A) promptly notify the Investor in writing of their intention to terminate this Agreement pursuant may not be terminated under this subclause (c) unless Executive shall have first received written notice advising Executive of the specific acts or omissions alleged to this Section 7.12(a)(iv)constitute a failure or refusal to perform and, (B) specify in if capable of being cured, such termination notice the representation, warranty failure or covenant refusal to perform continues uncured for a period of which the Investor is allegedly in material breach and (C) provide the Investor with 30 days in which to cure after the date Executive received such alleged breach or, if it cannot be cured, to fairly compensate the TDS Parties for such breachnotice; (d) The death of Executive; or (ve) The total and permanent disability of Executive. Executive shall be deemed totally and permanently disabled if Executive shall become incapacitated by reason of sickness, accident or other physical or mental disability and shall for a period of 60 consecutive days be unable to perform his normal duties hereunder, with or without reasonable accommodation by Holdings. In the Investor event that Executive’s employment is terminated by Employer pursuant to Sections 3.1(a), 3.1(b), 3.1(c) or 3.1(d) hereof, Employer shall promptly pay to Executive (or in the event that any TDS Party shall have materially breached any of its representations, warranties or covenants contained in this Agreement; provided, however, that at the time and in the case of a such termination is pursuant to this Section 7.12(a)(v3.1(d), to Executive’s estate or other legal representative) the Investor is base salary provided for in Section 4.1 accrued to the date of Executive’s termination and not itself theretofore paid to Executive. Rights and benefits of Executive under the benefits plans and programs of Holdings and EEC shall be determined in material breach accordance with the terms of its representations, warranties such plans and covenants contained herein, and the Investor (A) promptly notifies the TDS Parties in writing of its intention to terminate this Agreement pursuant to this Section 7.12(a)(v), (B) specifies in such termination notice the representation, warranty or covenant of which the TDS Party is allegedly in material breach and (C) provides the TDS Parties with 30 days in which to cure such alleged breach or, if it cannot be cured, to fairly compensate the Investor for such breachprograms.