Common use of ADDITIONAL INSTRUMENTS OF TRANSFER Clause in Contracts

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers have not been obtained by Seller as of the Closing and Purchaser elects to proceed with the Closing, Seller shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser of all of Seller's Sellers' right, title and interest in and to the AssetsPurchased Assets and any right, title or interest that DCS or any Affiliate of Sellers or DCS may have in any asset used primarily in the Seller Business, other than an Excluded Asset. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not neither of the Sellers are obligated to sell, assign, transfer or convey to Purchaser any of its their rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers Required Consents have not been obtained by Seller Sellers as of the Closing and Purchaser elects to proceed with the Closing, Seller Sellers shall, for a period equal to the shorter of twelve months after the Closing, or the remaining term of such Interest, (i) except with regard to cell site leases or licenses, use its all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, including the payment to Purchaser of any monies received by Seller Sellers in connection therewiththerewith and including cooperation with Purchaser's efforts to obtain the consent of the third party to any such cell site lease or license regarding the assignment of such cell site lease or license to Purchaser) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller Sellers arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither none of Purchaser nor Seller or Sellers shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested. (c) In the event that at any time between the date hereof and the first anniversary of the Closing Date Purchaser becomes aware of the existence of any Contract that was not identified on SCHEDULE 7.06(a) in breach of the provisions of Section 7.06(a) (an "UNDISCLOSED CONTRACT"), Purchaser may elect to have such Undisclosed Contract included as an "Assumed Contract" for all purposes of this Agreement by giving written notice of such election (an "INCLUSION NOTICE") to Sellers within 90 days after Purchaser has actual knowledge of the existence of such Undisclosed Contract; provided, however, that if at least seven (7) days prior to Closing, Sellers give Purchaser written notice of any Undisclosed Contract of which Sellers have become aware after the date hereof and deliver a copy of such Undisclosed Contract to Purchasers, then by the earlier of (x) fifteen (15) days after Purchaser's receipt of such notice (and the copy of such Undisclosed Contract) or (y) two (2) days before Closing, Purchaser shall deliver to Sellers an Inclusion Notice or written confirmation that it has elected not to have such Undisclosed Contract included as an Assumed Contract. If an Inclusion Notice is given before the Closing, then SCHEDULE 7.06(A) shall be deemed to be updated to include the Undisclosed Contract identified in the Inclusion Notice. In addition, SCHEDULE 7.09 shall be deemed to be updated if necessary to include as a Required Notice or a Required Consent hereunder any notice or consent required in connection with the assignment of such Undisclosed Contract. Such updates shall be deemed not to modify Sellers' representations and warranties hereunder for purposes of Article XIII hereof. If an Inclusion Notice is given after the Closing, then Sellers (or, if appropriate, their Affiliate) and Purchaser shall make, execute and deliver an instrument of transfer, in form and substance reasonably satisfactory to both parties, pursuant to which Sellers (or their Affiliate) shall assign their respective rights under such Undisclosed Contract to Purchaser and Purchaser shall assume certain liabilities thereunder to the same extent as such rights and liabilities would have been assigned and assumed if such Undisclosed Contract had been an Assumed Contract on the Closing Date. Prior to the execution of such instrument of transfer, Sellers shall give any advance notice required to assign such Undisclosed Contract. Notwithstanding the foregoing, if a consent is required in connection with such assignment, then until such time (if any) as such consent is obtained and such instrument of transfer can be executed, the provisions of Section 18.01(b) shall be applicable; provided, however, that "twelve months after the Closing" shall be replaced by "twelve months after the date of the Inclusion Notice."

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Primary Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the without cost of the requesting to any party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its their rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers described in Section 10.04 have not been obtained by Seller as of the Primary Closing and Purchaser elects to proceed with the Primary Closing, Seller shall, for a period equal to the longer of six months after the Primary Closing, the Final Closing Date, or the remaining term of such Interest, use its commercially all reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); providedPROVIDED, howeverHOWEVER, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser of all of Seller's Sellers' right, title and interest in and to the AssetsPurchased Assets and any right, title or interest that DCS or any Affiliate of Sellers or DCS may have in any asset used primarily in the Seller Business, other than an Excluded Asset. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not neither of the Sellers are obligated to sell, assign, transfer or convey to Purchaser any of its their rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers Required Consents have not been obtained by Seller Sellers as of the Closing and Purchaser elects to proceed with the Closing, Seller Sellers shall, for a period equal to the shorter of twelve months after the CLOSING, or the remaining term of such Interest, (i) except with regard to cell site leases or licenses, use its all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, including the payment to Purchaser of any monies received by Seller Sellers in connection therewiththerewith and including cooperation with Purchaser's efforts to obtain the consent of the third party to any such cell site lease or license regarding the assignment of such cell site lease or license to Purchaser) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller Sellers arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither none of Purchaser nor Seller or Sellers shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested. (c) In the event that at any time between the date hereof and the first anniversary of the Closing Date Purchaser becomes aware of the existence of any Contract that was not identified on SCHEDULE 7.06(a) in breach of the provisions of Section 7.06(a) (an "UNDISCLOSED CONTRACT"), Purchaser may elect to have such Undisclosed Contract included as an "Assumed Contract" for all purposes of this Agreement by giving written notice of such election (an "INCLUSION NOTICE") to Sellers within 90 days after Purchaser has actual knowledge of the existence of such Undisclosed Contract; provided, however, that if at least seven (7) days prior to Closing, Sellers give Purchaser written notice of any Undisclosed Contract of which Sellers have become aware after the date hereof and deliver a copy of such Undisclosed Contract to Purchasers, then by the earlier of (x) fifteen (15) days after Purchaser's receipt of such notice (and the copy of such Undisclosed Contract) or (y) two (2) days before Closing, Purchaser shall deliver to Sellers an Inclusion Notice or written confirmation that it has elected not to have such Undisclosed Contract included as an Assumed Contract. If an Inclusion Notice is given before the Closing, then SCHEDULE 7.06(a) shall be deemed to be updated to include the Undisclosed Contract identified in the Inclusion Notice. In addition, SCHEDULE 7.09 shall be deemed to be updated if necessary to include as a Required Notice or a Required Consent hereunder any notice or consent required in connection with the assignment of such Undisclosed Contract. Such updates shall be deemed not to modify Sellers' representations and warranties hereunder for purposes of Article XIII hereof. If an Inclusion Notice is given after the Closing, then Sellers (or, if appropriate, their Affiliate) and Purchaser shall make, execute and deliver an instrument of transfer, in form and substance reasonably satisfactory to both parties, pursuant to which Sellers (or their Affiliate) shall assign their respective rights under such Undisclosed Contract to Purchaser and Purchaser shall assume certain liabilities thereunder to the same extent as such rights and liabilities would have been assigned and assumed if such Undisclosed Contract had been an Assumed Contract on the Closing Date. Prior to the execution of such instrument of transfer, Sellers shall give any advance notice required to assign such Undisclosed Contract. Notwithstanding the foregoing, if a consent is required in connection with such assignment, then until such time (if any) as such consent is obtained and such instrument of transfer can be executed, the provisions of Section 18.01(b) shall be applicable; provided, however, that "twelve months after the Closing" shall be replaced by "twelve months after the date of the Inclusion Notice."

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser of all of SellerSelling Group's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller Selling Group is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest Interests without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers required pursuant to Section 9.04 have not been obtained by Seller Selling Group as of the Closing and Purchaser elects to proceed with the Closing, Seller Selling Group shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller a Selling Group member in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller Selling Group arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); providedPROVIDED, howeverHOWEVER, that neither of Purchaser nor Seller Selling Group shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers listed on SCHEDULE 10.04 have not been obtained by Seller as of the Closing and Purchaser elects to proceed with the Closing, Seller shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) cooperate with Purchaser to obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers listed on SCHEDULE 10.04 have not been obtained by Seller as of the Closing and Purchaser elects to proceed with the Closing, Seller shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser of all of Seller's right, title and interest in and to the AssetsPurchased Assets and any right, title or interest that any Affiliate of Seller may have in any asset used primarily in the Seller Business, other than an Excluded Asset. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers Required Consents have not been obtained by Seller as of the Closing and Purchaser elects to proceed with the Closing, Seller shall, for a period equal to the shorter of twelve months after the Closing, or the remaining term of such Interest, (i) except with regard to cell site leases or licenses, use its all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, including the payment to Purchaser of any monies received by Seller in connection therewiththerewith and including cooperation with Purchaser's efforts to obtain the consent of the third party to any such cell site lease or license regarding the assignment of such cell site lease or license to Purchaser) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither none of Purchaser nor or Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested. (c) In the event that at any time between the date hereof and the first anniversary of the Closing Date Purchaser becomes aware of the existence of any Contract that was not identified on SCHEDULE 7.06(a) in breach of the provisions of Section 7.06(a) (an "UNDISCLOSED CONTRACT"), Purchaser may elect to have such Undisclosed Contract included as an "Assumed Contract" for all purposes of this Agreement by giving written notice of such election (an "INCLUSION NOTICE") to Seller within 90 days after Purchaser has actual knowledge of the existence of such Undisclosed Contract; provided, however, that if at least seven (7) days prior to Closing Seller gives Purchaser written notice of any Undisclosed Contract of which Seller has become aware after the date hereof and delivers a copy of such Undisclosed Contract to Purchaser, then by the earlier of (x) fifteen (15) days after Purchaser's receipt of such notice (and the copy of such Undisclosed Contract) or (y) two (2) days before Closing, Purchaser shall deliver to Seller an Inclusion Notice or written confirmation that it has elected not to have such Undisclosed Contract included as an Assumed Contract. If an Inclusion Notice is given before the Closing, then SCHEDULE 7.06(a) shall be deemed to be updated to include the Undisclosed Contract identified in the Inclusion Notice. In addition, SCHEDULE 7.09 shall be deemed to be updated if necessary to include as a Required Notice or a Required Consent hereunder any notice or consent required in connection with the assignment of such Undisclosed Contract. Such updates shall be deemed not to modify Seller's representations and warranties hereunder for purposes of Article XIII hereof. If an Inclusion Notice is given after the Closing, then Seller (or, if appropriate, its Affiliate) and Purchaser shall make, execute and deliver an instrument of transfer, in form and substance reasonably satisfactory to both parties, pursuant to which Seller (or its Affiliate) shall assign its rights under such Undisclosed Contract to Purchaser and Purchaser shall assume certain liabilities thereunder to the same extent as such rights and liabilities would have been assigned and assumed if such Undisclosed Contract had been an Assumed Contract on the Closing Date. Prior to the execution of such instrument of transfer, Seller shall give any advance notice required to assign such Undisclosed Contract. Notwithstanding the foregoing, if a consent is required in connection with such assignment, then until such time (if any) as such consent is obtained and such instrument of transfer can be executed, the provisions of Section 18.01(b) shall be applicable; provided, however, that "twelve months after the Closing" shall be replaced by "twelve months after the date of the Inclusion Notice."

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's Sellers' right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is Sellers are not obligated to sell, assign, transfer or convey to Purchaser any of its their rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers listed on SCHEDULE 10.04 have not been obtained by Seller Sellers as of the Closing and Purchaser elects to proceed with the Closing, Seller Sellers shall, for a period equal to the shorter of twelve months after the Closing, or the remaining term of such Interest, use its commercially all reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller Sellers in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller Sellers arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither none of Purchaser nor Seller or Sellers shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser Buyer of all of Seller's Sellers' right, title and interest in and to the Purchased Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is Sellers are not obligated obliged to sell, assign, transfer or convey to Purchaser Buyer any of its rights and obligations in and to any Interest Purchased Asset without first obtaining all necessary material consents and approvals, consents or waivers. To the extent any of the approvals, approvals or consents or waivers listed on Schedule 7.02 have not been obtained by Seller Sellers, as of the Closing Date and Purchaser Buyer elects to proceed with the Closing, Seller shall, for the remaining term of such Interest, Sellers shall use its all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser Buyer in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser Buyer of any monies received by Seller Sellers in connection therewith) of such Interest Purchased Asset to Purchaser Buyer so long as Purchaser Buyer performs all obligations with respect to the Interest Purchased Asset (and including the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser Buyer and at the expense and for the account of PurchaserBuyer, any rights of Seller Sellers arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); Purchased Asset, provided, however, that neither of Purchaser Buyer nor Seller Sellers shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, approval or consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Closing, each party shall, if requested by another the other party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including (i) the transfer to Purchaser AWS of all of SellerDCS's right, title and interest in and to the AssetsCalifornia Assets and any right, title or interest that any Affiliate of DCS may have in any asset used primarily in the California Business, other than an Excluded California Asset, and (ii) the transfer to DCS of all of AWS's right, title and interest in and to the Alaska Assets and any right, title or interest that any Affiliate of AWS may have in any asset used primarily in the Alaska Business, other than an Excluded Alaska Asset. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller DCS is not obligated to sell, assign, transfer or convey to Purchaser AWS any of its rights and obligations in and to any Interest California Assumed Contract to be sold, assigned, transferred or conveyed, or any claim, right or benefit arising thereunder or resulting therefrom (a "CALIFORNIA INTEREST") without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers Required California Consents have not been obtained by Seller DCS as of the Closing and Purchaser AWS elects to proceed with the Closing, Seller DCS shall, for a period equal to the shorter of twelve months after the Closing, or the remaining term of such Interest, (i) use its all commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser AWS in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, including the payment to Purchaser AWS of any monies received by Seller DCS in connection therewiththerewith and including cooperation with AWS's efforts to obtain the consent of the third party to any such cell site lease or license regarding the assignment of such cell site lease or license to AWS) of such California Interest to Purchaser AWS so long as Purchaser AWS performs all obligations with respect to the California Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser AWS and at the expense and for the account of PurchaserAWS, any rights of Seller DCS arising from such California Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such California Interest in accordance with the terms thereof upon the request of PurchaserAWS); provided, however, that neither none of Purchaser nor Seller AWS or DCS shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, party from whom such approval, consent or waiver is requested. (c) Anything in this Agreement to the contrary notwithstanding, AWS is not obligated to sell, assign, transfer or convey to DCS any of its rights and obligations in and to any Alaska Assumed Contract to be sold, assigned, transferred or conveyed, or any claim, right or benefit arising thereunder or resulting therefrom (an "ALASKA INTEREST") Interest without first obtaining all necessary approvals, consents or waivers. To the extent any Required Alaska Consents have not been obtained by AWS as of the Closing and DCS elects to proceed with the Closing, AWS shall, for a period equal to the shorter of twelve months after the Closing, or the remaining term of such Alaska Interest, (i) except with regard to cell site leases or licenses, use all commercially reasonable efforts to obtain the consent of any such third party; (ii) cooperate with DCS in any reasonable and lawful arrangements designed to provide the benefits (including the payment to DCS of any monies received by AWS in connection therewith and including cooperation with DCS's efforts to obtain the consent of the third party to any such cell site lease or license regarding the assignment of such cell site lease or license to DCS) of such Alaska Interest to DCS so long as DCS performs all obligations with respect to the Alaska Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of DCS and at the expense and for the account of DCS, any rights of AWS arising from such Alaska Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Alaska Interest in accordance with the terms thereof upon the request of DCS); provided, however, that none of AWS or DCS shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party from whom such approval, consent or waiver is requested.

ADDITIONAL INSTRUMENTS OF TRANSFER. (a) From time to time after the Primary Closing, each party shall, if requested by another party, make, execute and deliver such additional assignments, bills of sale, deeds and other instruments, as may be reasonably necessary or proper to carry out the specific provisions of this Agreement, including transfer to Purchaser all of Seller's right, title and interest in and to the Assets. Such efforts and assistance shall be at the cost of the requesting party. (b) Anything in this Agreement to the contrary notwithstanding, Seller is not obligated to sell, assign, transfer or convey to Purchaser any of its rights and obligations in and to any Interest without first obtaining all necessary approvals, consents or waivers. To the extent any of the approvals, consents or waivers have not been obtained by Seller as of the Primary Closing and Purchaser elects to proceed with the Primary Closing, Seller shall, for the remaining term of such Interest, use its commercially reasonable efforts to (i) obtain the consent of any such third party; (ii) cooperate with Purchaser in any reasonable and lawful arrangements designed to provide the benefits (including, without limitation, the payment to Purchaser of any monies received by Seller in connection therewith) of such Interest to Purchaser so long as Purchaser performs all obligations with respect to the Interest (and the payment of all expenses in connection therewith); and (iii) enforce, at the request of Purchaser and at the expense and for the account of Purchaser, any rights of Seller arising from such Interest against such issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof upon the request of Purchaser); provided, however, that neither of Purchaser nor Seller shall be obligated to pay any consideration or other sums therefor (except for filing fees and other ordinary administrative charges and except as set forth above) to the third party, or to commence any proceedings against the third party, from whom such approval, consent or waiver is requested.