Common use of Clearwire Network Assets Clause in Contracts

Clearwire Network Assets. (a) Except as set forth in Section 6.5 of the Clearwire Disclosure Schedule, Clearwire or one of the Domestic Clearwire Subsidiaries has good and marketable title to each Clearwire Network Asset, free and clear of all Encumbrances. In the aggregate, the Clearwire Network Assets are: (i) in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted; (ii) usable in the regular and ordinary course of business; (iii) operating as intended in accordance with normal industry practice; and (iv) conform in all material respects to all applicable Laws. Clearwire has no Knowledge of any material defect with any of the material Clearwire Network Assets. (b) Each of Clearwire, the Domestic Clearwire Subsidiaries and the Clearwire Network Assets is in compliance with applicable Environmental Laws in all material respects. There are no pending or, to the Knowledge of Clearwire, threatened Proceedings alleging any material liability of, or material noncompliance by, Clearwire or the Domestic Clearwire Subsidiaries under applicable Environmental Laws. Clearwire or the applicable Domestic Clearwire Subsidiary, as the case may be, holds and is in compliance in all material respects with all Governmental Licenses required under Environmental Laws for their operations, including of the Clearwire Network Assets. Solely as a result of the Clearwire Assets, the consummation of the Merger will not require compliance with the New Jersey Industrial Site Recovery Act or with Sections 22a-134 through 22a-134e of the Connecticut General Statutes (commonly known as the Connecticut Transfer Act), each as amended. Notwithstanding anything to the contrary in this Agreement including Section 6.9, the representations contained in this Section 6.5 contain all representations and warranties made by Clearwire in this Agreement with respect to Environmental Laws.