Common use of Termination of Contribution Clause in Contracts

Termination of Contribution. The provisions of this Agreement --------------------------- relating to the Contribution may be terminated and the Contribution may be abandoned at any time notwithstanding approval thereof by the stockholders of TeleCorp and the stockholders of Tritel: (a) by mutual written consent duly authorized by the Boards of the Holding Company (or, before the Effective Time, TeleCorp) and AT&T; (b) by either the Holding Company (or, before the Effective Time, TeleCorp) or AT&T if the Closing shall have occurred but the Contribution shall not have occurred on or before the Outside Date; provided, however, that the -------- ------- right to terminate the Contribution under this Section 8.3(b) shall not be -------------- available to any party whose willful failure to fulfill any material 127 obligation under this Agreement has been the cause of, or resulted in, the failure of the Contribution to occur before such date; (c) by either the Holding Company (or, before the Effective Time, TeleCorp) or AT&T, upon written notice to the other party, if a Governmental Authority of competent jurisdiction shall have issued an injunction, order or decree enjoining or otherwise prohibiting the consummation of the Contribution, and such injunction, order or decree shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant -------- ------- to this Section 8.3(c) has used reasonable best efforts to remove such -------------- injunction, order or decree; or (d) by TeleCorp or the Holding Company pursuant to Section ------- 1.14(d)(ii).

Termination of Contribution. The provisions of this Agreement --------------------------- relating to the Contribution may be terminated and the Contribution may be abandoned at any time notwithstanding approval thereof by the stockholders of TeleCorp and the stockholders of Tritel: (a) by mutual written consent duly authorized by the Boards of the Holding Company (or, before the Effective Time, TeleCorp) and AT&T; (b) by either the Holding Company (or, before the Effective Time, TeleCorp) or AT&T if the Closing shall have occurred but the Contribution shall not have occurred on or before the Outside Date; provided, however, that the -------- ------- right to terminate the Contribution under this Section 8.3(b) shall not be -------------- available to any party whose willful failure to fulfill any material 127 obligation under this Agreement has been the cause of, or resulted in, the failure of the Contribution to occur before such date; (c) by either the Holding Company (or, before the Effective Time, TeleCorp) or AT&T, upon written notice to the other party, if a Governmental Authority of competent jurisdiction shall have issued an injunction, order or decree enjoining or otherwise prohibiting the consummation of the Contribution, and such injunction, order or decree shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant -------- ------- to this Section 8.3(c) has used reasonable best efforts to remove such -------------- injunction, order or decree; or (d) by TeleCorp or the Holding Company pursuant to Section ------- 1.14(d)(ii).