OWN/DAS Purchase Agreement. As of the Closing Date, the OWN/DAS Purchase Agreement is in full force and effect and represents a valid and binding obligation of Holdings and, to the knowledge of Holdings, each other party thereto, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, examinership, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity. As of the Closing Date, to the knowledge of Holdings (x) no breach or default on the part of Holdings or any other party to the OWN/DAS Purchase Agreement has occurred and (y) neither Holdings nor any Subsidiary has received any written claim or written notice of any breach of or default under the OWN/DAS Purchase Agreement, in each case, that could be reasonably expected to prevent the OWN/DAS Disposal (or any Alternative OWN/DAS Disposal) from occurring on or prior to the OWN/DAS Disposal Outside Date. Holdings and its Subsidiaries are not aware of any facts, circumstances, events, developments or occurrences that could be reasonably expected to result in a breach on the part of Holdings or any of its Subsidiaries of the OWN/DAS Purchase Agreement that could reasonably be expected to prevent the consummation of the transaction contemplated by the OWN/DAS Purchase Agreement by the OWN/DAS Disposal Outside Date.
