Purchase and Sale of Licenses. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, DCC shall sell, transfer, assign, convey and deliver to each of Royal and Arnage, free and clear of all Liens other than Liens securing the indebtedness to be assumed by each of Royal and Arnage pursuant to Section 2.3, and each of Royal and Arnage agrees to purchase, acquire and accept from DCC, the Non-Oklahoma DCC Licenses and the Oklahoma DCC Licenses, respectively.
Purchase and Sale of Licenses. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, Seller shall sell, transfer, assign, convey and deliver to the Company (or its designee), free and clear of all Liens, and the Company agrees to purchase, acquire and accept from Seller, the Seller Licenses and any and all rights and other benefits that Seller may have to payments from the FCC-Sanctioned Cost Clearing House incident to ownership of the Seller Licenses.
Purchase and Sale of Licenses. Upon the terms and subject to the ----------------------------- conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, the Sellers shall sell, transfer, assign, convey and deliver to the Company (or its qualified designee), free and clear of all Liens, and the Company agrees to purchase, acquire and accept from the Sellers, the Polycell Licenses in the frequencies identified on Schedule I. ----------
Purchase and Sale of Licenses. (a) At each Closing, Comcast License shall grant, sell, convey, assign, transfer and deliver to T-Mobile License (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens, and T-Mobile License shall purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from Comcast License, all right, title and interest of Comcast License in and to the Licenses subject to such Closing.
(b) At each Closing, subject to Schedule D, in consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Licenses subject to such Closing in accordance with Section 2.1, T-Mobile License shall pay or cause to be paid an aggregate amount equal to (i) the sum of the amounts set forth in the “Purchase Price Allocation” column on Schedule A for the Licenses subject to such Closing, minus (ii) the Applicable Prepaid Lease Amount (the “Applicable Purchase Price”), in each case, by wire transfer of immediately available funds to such account(s) as Comcast License shall designate no later than three (3) Business Days prior to the applicable Closing Date. The maximum aggregate purchase price for all of the Licenses is $3,275,102,752, which, for the avoidance of doubt, is the sum of all of the amounts set forth in the “Purchase Price Allocation” column on Schedule A for all of the Licenses.
(c) Notwithstanding anything to the contrary in this Agreement, immediately upon Comcast License’s delivery of a notice of termination of the Lease with respect to one or more Licenses set forth on Part 1A or Part 1B of Schedule A (each, a “Part 1 License”) pursuant to Section 7(d)(iii) of the Lease (without regard to when such termination of the Lease may be effective), each such Part 1 License shall automatically be removed from Schedule A and shall cease to be a “License” for all purposes of this Agreement (including that it will not be transferred hereunder and no portion of the Applicable Purchase Price will be paid with respect thereto). For the avoidance of doubt, only the Part 1 Licenses shall be subject to removal as provided in this Section 2.1(c).
Purchase and Sale of Licenses. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, Tritel shall sell, transfer, assign, convey and deliver to the Company (or one or more wholly owned Subsidiaries of the Company designated by the Company), free and clear of all Liens (other than Liens of the United States Department of the Treasury securing certain indebtedness to be assumed by the Company pursuant to Section 2.3), and the Company agrees to purchase, acquire and accept from Tritel, the Purchased Licenses.
Purchase and Sale of Licenses. 6 Section 2.1 Purchase and Sale of Seller Licenses 6 Section 2.2 No Assumption of Liabilities 6 Section 2.3 Closing 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 7 Section 3.1 Organization and Qualification 8 Section 3.2 Power and Authority 8 Section 3.3 Enforceability 8 Section 3.4 Non-Contravention 8 Section 3.5 Seller Licenses 9 Section 3.6 Litigation 11 Section 3.7 Build-Out Requirements 11 Section 3.8 No Brokers 11
Purchase and Sale of Licenses. Upon the terms and subject to the ----------------------------- conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, Mercury shall sell, transfer, assign, convey and deliver to the Company (or one or more wholly owned Subsidiaries of the Company designated by the Company), free and clear of all Liens (other than Liens securing the indebtedness to be assumed by the Company pursuant to Section 2.3), and the Company agrees to purchase, acquire and accept from Mercury, the Mercury Licenses.
Purchase and Sale of Licenses. Upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, ABC shall sell, transfer, assign, convey and deliver to the Company's qualified designee, free and clear of all Liens, and the Company agrees to cause its qualified designee to purchase, acquire and accept from ABC, the ABC Licenses identified on Schedule I.
Purchase and Sale of Licenses. 6 Section 2.1 Purchase and Sale of Seller Licenses 6 Section 2.2 No Assumption of Liabilities 6 Section 2.3 Closing 7 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 7 Section 3.1 Organization and Qualification 8 Section 3.2 Power and Authority 8 Section 3.3 Enforceability 8 Section 3.4 Non-Contravention 8 Section 3.5 Seller Licenses 9 Section 3.6 Litigation 10 Section 3.7 Build-Out Requirements 11 Section 3.8 No Brokers 11 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER 11 Section 4.1 Organization 11 Section 4.2 Power and Authority 11 Section 4.3 Enforceability 11 Section 4.4 Non-Contravention 12 Section 4.5 Litigation 12 Section 4.6 Qualification 12 Section 4.7 Acknowledgements regarding Build-Out Requirements 12 Section 4.8 No Brokers 13 ARTICLE 5 COVENANTS AND OTHER AGREEMENTS 13 Section 5.1 Covenants of Purchaser and Seller Pending the Closing 13 Section 5.2 Lease-Back Option 13 Section 5.3 Confidentiality 13 Section 5.4 Compliance with Law; Compliance with Licenses; Non-Solicitation 14 Section 5.5 Governmental Filings 15 Section 5.6 Financing 16 Section 5.7 Rebanding 16 Section 5.8 Termination of Liens and other Arrangements 17 Section 5.9 Updated Disclosure Schedules 17 ARTICLE 6 CONDITIONS TO CLOSING 18 Section 6.1 Conditions to the Obligations of Purchaser 18 Section 6.2 Conditions to the Obligations of Seller 18 ARTICLE 7 TERMINATION 19 Section 7.1 Termination 19 ARTICLE 8 SURVIVAL AND INDEMNIFICATION 21 Section 8.1 Survival 21 Section 8.2 General Indemnification Obligation 21 Section 8.3 Limitations 22 Section 8.4 Indemnification Procedures 22 Section 8.5 Treatment of Payments 24 Section 8.6 Effect of Investigation 24 Section 8.7 Exclusive Remedy 24 ARTICLE 9 MISCELLANEOUS 25 Section 9.1 Assignment 25 Section 9.2 Further Assurances 25 Section 9.3 Entire Agreement; Amendment 25 Section 9.4 Waiver 26 Section 9.5 Notices 26 Section 9.6 Governing Law 27 Section 9.7 Waiver of Jury Trial 27 Section 9.8 Submission to Jurisdiction 27 Section 9.9 Specific Performance 28 Section 9.10 Bulk Transfer Laws 28 Section 9.11 No Benefit to Others 28 Section 9.12 Headings, Gender, “Person,” and “including” 29 Section 9.13 Severability 29 Section 9.14 Counterparts, Facsimile and Electronic Signatures 29 Section 9.15 Expenses 29 THIS LICENSE PURCHASE AGREEMENT (“Agreement”), dated as of July 1, 2020 (the “Effective Date”)...
Purchase and Sale of Licenses. Upon the terms and ----------------------------- subject to the conditions hereof and in reliance upon the representations, warranties and agreements herein contained, at the Closing, each of Tritel- Florida and Tritel-Georgia shall sell, transfer, assign, convey and deliver to the Company, free and clear of all Liens (other than Liens of the USDT securing certain indebtedness to be assumed by the Company pursuant to Section 2.3), and the Company agrees to purchase, acquire and accept from each of Tritel-Florida and Tritel-Georgia, the Florida Licenses and the Georgia Licenses, respectively.
