Partnerships and Partnership Interests. (i) Promptly perform, observe, and otherwise comply with each and every covenant, agreement, requirement, and condition set forth in the contracts and agreements creating or relating to any Partnership; (ii) do or cause to be done all things necessary or appropriate to keep the Partnerships in full force and effect and the rights of Debtor and Secured Party thereunder unimpaired; (iii) except as expressly permitted by the Credit Agreement, not consent to any Partnership selling, leasing, or disposing of substantially all of its assets in a single transaction or a series of transactions; (iv) notify Secured Party of the occurrence of any default or breach or event of default or breach under any contract or agreement creating or relating to the Partnerships; (v) not consent to the amendment, modification, surrender, impairment, forfeiture, cancellation, dissolution, or termination of any Partnership, or material agreement relating thereto; (vi) except as permitted by the Credit Agreement, not transfer, sell, or assign any of the Partnership Interests or any part thereof; (vii) pledge hereunder, immediately upon Debtor’s acquisition (directly or indirectly) thereof, any and all additional Partnership Interests of any Partnership granted to Debtor; and any and all additional shares of stock or other securities of each; (viii) deliver to Secured Party a fully-executed Acknowledgment of Pledge, substantially in the form of Annex D, for each Partnership Interest; and (ix) take any action necessary, required, or requested by Secured Party to allow Secured Party to fully enforce its Security Interest in the Partnership Interests, including, without limitation, the filing of any claims with any court, liquidator, trustee, custodian, receiver, or other like person or party.
Partnerships and Partnership Interests. Each Partnership issuing a Partnership Interest, including, without limitation, any Cellular Partnership, is duly organized, currently existing, and in good standing under all applicable Laws; there have been no amendments, modifications, or supplements to any agreement or certificate creating any Partnership or any material contract relating to the Partnerships, of which Secured Party has not been advised in writing; no default or potential default has occurred under the terms of any material contract relating to any Partnership; and no approval or consent of the partners of any Partnership is required as a condition to the validity and enforceability of the Security Interest created hereby or the consummation of the transactions contemplated hereby which has not been duly obtained by Debtor. Debtor has good title to the Partnership Interests free and clear of all Liens and encumbrances (EXCEPT for the Security Interest granted hereby). The Partnership Interests are validly issued, fully paid, and nonassessable and are not subject to statutory, contractual, or other restrictions governing their transfer, ownership, or control, EXCEPT as set forth in the partnership agreements of the Cellular Partnerships or applicable securities Laws.
Partnerships and Partnership Interests. Each Partnership issuing a Partnership Interest is duly organized, currently existing, and in good standing under all applicable Laws; there have been no amendments, modifications, or supplements to any agreement or certificate creating any Partnership or any material contract relating to the Partnerships, of which Secured Party has not been advised in writing; no default or potential default has occurred under the terms of any material contract relating to any Partnership; and no approval or consent of the partners of any Partnership is required as a condition to the validity and enforceability of the Security Interest created hereby or the consummation of the transactions contemplated hereby which has not been duly obtained by Debtor. Debtor has good title to the Partnership Interests free and clear of all liens and encumbrances (except for the Security Interest granted hereby). The Partnership Interests are validly issued, fully paid, and nonassessable and are not subject to statutory, contractual, or other restrictions governing their transfer, ownership, or control, except as set forth in applicable securities Laws.
Partnerships and Partnership Interests. Each Partnership issuing a Partnership Interest is duly organized, currently existing, and in good standing under all applicable Laws; there have been no amendments, modifications, or supplements to any agreement or certificate creating any Partnership or any material contract relating to the Partnerships, of which Secured Party has not been advised in writing and except as may be otherwise disclosed to Secured Party on Schedules to the Credit Agreement; no default has occurred under the terms of any contract relating to any Partnership which default could reasonably be expected to be a Material Adverse Event; and no approval or consent of the partners of any Partnership is required as a condition to the validity and enforceability of the Security Interest created hereby or the consummation of the transactions contemplated hereby which has not been duly obtained by [such] Debtor. Except as may be otherwise disclosed to Secured Party on Schedules to the Credit Agreement, [such] Debtor has good title to the Partnership Interests free and clear of all Liens and encumbrances (except for the Security Interest granted hereby). The Partnership Interests are validly issued and are not subject to statutory, contractual, or other restrictions governing their transfer, ownership, or control, except as set forth in the applicable partnership agreements, the Credit Agreement, or applicable securities Laws. All capital contributions required to be made by the terms of the partnership agreements for each Partnership have been made.
Partnerships and Partnership Interests. Each Partnership issuing a Partnership Interest is duly organized, currently existing, and in good standing under all applicable Laws; there have been no amendments, modifications, or supplements to any agreement or certificate creating any Partnership or any material contract relating to the Partnerships, of which Secured Party has not been advised in writing; no default has occurred under the terms of any contract relating to any Partnership which default could reasonably be expected to be a Material Adverse Event; and no approval or consent of the partners of any Partnership is required as a condition to the validity and enforceability of the Security Interest created hereby or the consummation of the transactions contemplated hereby which has not been duly obtained by [such] Debtor. Debtor has good title to the Partnership Interests free and clear of all Liens and encumbrances (except for the Security Interest granted hereby). The Partnership Interests are validly issued and are not subject to statutory, contractual, or other restrictions governing their transfer, ownership, or control, except as set forth in the applicable partnership agreements, the Credit Agreement, or applicable securities Laws and any restrictions on transferability by any Governmental Authority with respect to the Authorizations. All capital contributions required to be made by the terms of the partnership agreements for each Partnership have been made.
Partnerships and Partnership Interests. (i) Promptly perform, observe, and otherwise comply with each and every covenant, agreement, requirement, and condition set forth in the contracts and agreements creating or relating to any Partnership; (ii) except as expressly permitted by the Credit Agreement, do or cause to be done all things necessary or appropriate to keep the Partnerships in full force and effect and the Rights of Debtor and Secured Party thereunder unimpaired; (iii) except as expressly permitted by the Credit Agreement, not consent to any Partnership selling, leasing, or disposing of substantially all of its assets in a single transaction or a series of transactions; (iv) except as expressly permitted by the Credit Agreement, not consent to the material amendment or modification, or any surrender, impairment, forfeiture, cancellation, dissolution, or termination of any Partnership; (v) except as permitted by the Credit Agreement, not transfer, sell, or assign any of the Partnership Interests or any part thereof; [
Partnerships and Partnership Interests. (i) Notify the Lead Holder and the Collateral Agent of the occurrence of any default or breach or event of default under any contract or agreement creating or relating to the Partnerships owned by such Debtor if such default, breach or event of default could reasonably be expected to have a Material Adverse Effect or to materially adversely affect the Collateral Agent or its interests in such Partnerships; (ii) to the extent any Partnership is controlled by such Debtor and/or its Affiliates, cause such Partnership to refrain from granting any Partnership Interests in addition to or in substitution for the Partnership Interests granted by the Partnerships, except to a Debtor or as permitted by the Indenture; (iii) pledge hereunder, immediately upon such Debtor’s acquisition (directly or indirectly) thereof, any and all additional Partnership Interests of any Partnership other than Partnership Interests constituting Excluded Equity Interests granted to such Debtor; and any and all additional shares of stock or other securities of each; (iv) deliver to the Collateral Agent (with a copy to the Lead Holder) a fully-executed Acknowledgment of Pledge, substantially in the form of Annex D with respect of any Partnership Interests unless otherwise agreed by the Collateral Agent, for each Partnership Interest; and (v) subject to the Intercreditor Agreement, take any action necessary, required, or reasonably requested by the Lead Holder or the Collateral Agent to allow the Collateral Agent to fully enforce its Security Interest in the Partnership Interests, including the filing of any claims with any court, liquidator, trustee, custodian, receiver, or other like person or party. In the event an uncertificated Partnership Interest is certificated or the issuer thereof opts to have its Pledged Equity treated as “securities” for purposes of Article 8 of the UCC, Debtor shall promptly thereafter deliver the certificate to the Collateral Agent (or the Priority Lien Collateral Agent in accordance with the Intercreditor Agreement) with an undated executed irrevocable company/partnership interest power and such other documents as the Collateral Agent may require in connection therewith. Debtor shall not permit an uncertificated Partnership Interest to constitute a “security” under Article 8 of the UCC unless Debtor has delivered to Secured Party a fully executed Acknowledgment of Pledge substantially in the form of Annex D. The Collateral Agent agrees that it shall not deliv...
Partnerships and Partnership Interests. Sellers shall be responsible for the discharge of all notice requirements contained in the partnership agreements related to the transferred partnership interests. These responsibilities include notifying the Tax Matters Partner or equivalent person regarding the change of ownership of the partnership interest. Sellers will provide any relevant documentation requested by the Tax Matters Partner.
