Common use of Purchase and Sale of Seller Licenses Clause in Contracts

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Hundred Thirty-Five Million Three Hundred Twenty-Nine Thousand Nine Hundred Fifty-Three Dollars ($1,435,329,953), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows: (i) on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price, by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (ii) Notwithstanding anything to the contrary in this Agreement: (A) Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Purchase Price and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Purchase Price on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Purchase Price is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Purchase Price and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return any amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Purchase Price is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D) and the Purchase Price. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Purchase Price in Cash in full.

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Three Hundred ThirtyEleven Million Six Hundred Eighty Thousand Six Hundred Ninety-Five Million Three Hundred Twenty-Nine Thousand Nine Hundred Fifty-Three Dollars ($1,435,329,953311,680,695), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows: (i) on or prior at the Closing, to the date that is forty U.S. Government, an amount equal to the Unjust Enrichment Amount (40by wire transfer of immediately available funds to the U.S. Government’s account for such purpose); and (ii) days after at the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price, Price minus the Unjust Enrichment Amount by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable applicable, at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (iiiii) Notwithstanding anything to the contrary in this Agreement: (A) Each , each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Purchase Price and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Purchase Price on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Purchase Price is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Purchase Price and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return any amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Purchase Price is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D) and the Purchase Price. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Purchase Price in Cash in full.

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to shall purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Eight Hundred Eighty-Four Hundred Thirty-Five Million Three Hundred Twenty-Nine Thousand Nine Hundred Fifty-Three Thousand Three Hundred Two and 60 / 100 Dollars ($1,435,329,9531,884,353,302.60), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c5.6(b) (the “Purchase Price”), which shall be payable as follows: (i) at the Closing, to the U.S. Government, an amount equal to the Unjust Enrichment Amount (by wire transfer of immediately available funds to the U.S. Government’s account for such purpose); and (ii) on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase PricePrice minus the Unjust Enrichment Amount (the “Post-Closing Purchase Price Payment”), by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable ) at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (iiiii) Notwithstanding anything to the contrary in this Agreement: (A) Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Post-Closing Purchase Price Payment and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii2.1(b)(iii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Post-Closing Purchase Price Payment on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C2.1(b)(iii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Post-Closing Purchase Price Payment is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D2.1(b)(iii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Post-Closing Purchase Price Payment and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D2.1(b)(iii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return the Unjust Enrichment Amount or any other amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i2.1(b)(ii)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Post-Closing Purchase Price Payment is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D2.1(b)(iii)(D) and the Post-Closing Purchase PricePrice Payment. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D2.1(b)(iii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D2.1(b)(iii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Post-Closing Purchase Price Payment in Cash in full.

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Five Hundred ThirtySeventy-Five Two Million Three Six Hundred TwentySeventy-Nine Two Thousand Nine Six Hundred Fifty-Three Eight Dollars ($1,435,329,9531,572,672,608), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows: (i) at the Closing, to the U.S. Government, an amount equal to the Unjust Enrichment Amount (by wire transfer of immediately available funds to the U.S. Government’s account for such purpose); and (ii) on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase PricePrice minus the Unjust Enrichment Amount (the “Post-Closing Purchase Price Payment”), by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable applicable, at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (iiiii) Notwithstanding anything to the contrary in this Agreement: (A) Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Post-Closing Purchase Price Payment and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii2.1(b)(iii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Post-Closing Purchase Price Payment on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C2.1(b)(iii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Post-Closing Purchase Price Payment is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D2.1(b)(iii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Post-Closing Purchase Price Payment and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D2.1(b)(iii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return the Unjust Enrichment Amount or any other amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i2.1(b)(ii)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Post-Closing Purchase Price Payment is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D2.1(b)(iii)(D) and the Post-Closing Purchase PricePrice Payment. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D2.1(b)(iii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D2.1(b)(iii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Post-Closing Purchase Price Payment in Cash in full.

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to shall purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Six Hundred ThirtyFifteen Million Six Hundred Forty-Five Million Three Six Thousand Six Hundred TwentyNinety-Nine Thousand Nine Hundred Fifty-Three Seven and 40/100 Dollars ($1,435,329,9531,615,646,697.40), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c5.6(b) (the “Purchase Price”), which shall be payable as follows: (i) on or prior to the date that is forty (40) days after the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price, Price by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable ) at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (ii) Notwithstanding anything to the contrary in this Agreement: (A) Each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Purchase Price and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Purchase Price on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Purchase Price is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Purchase Price and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return any amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Purchase Price is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D) and the Purchase Price. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Purchase Price in Cash in full.

Purchase and Sale of Seller Licenses. (a) At the Closing, the Seller shall grant, sell, convey, assign, transfer and deliver to T-Mobile License and/or Nextel as set forth on Schedule A (or, subject to Section 9.1, another Affiliate of T-Mobile designated by T-Mobile), free and clear of all Liens (other than conditions and limitations placed on the Seller Licenses by the FCC that are generally applicable to 600 MHz licenses), and T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase), and T-Mobile shall cause T-Mobile License and/or Nextel, as applicable, to purchase (or, subject to Section 9.1, cause the applicable Affiliate of T-Mobile to purchase) from the Seller, all right, title and interest of the Seller in and to the Seller Licenses (as set forth on Schedule A). (b) In consideration for the grant, sale, conveyance, assignment, transfer and delivery of the Seller Licenses as set forth in Section 2.1(a), the T-Mobile Parties shall pay or cause to be paid, an aggregate amount in Cash equal to One Billion Four Hundred Thirty-Five Eighty Million Three Hundred TwentySixteen Thousand Seven Hundred Forty-Nine Thousand Nine Hundred Fifty-Three Four Dollars ($1,435,329,953180,316,744), less the applicable prepaid amount under the Existing Lease in accordance with Section 5.6(c) (the “Purchase Price”), which shall be payable as follows: (i) on or prior to the date that is forty (40) days after at the Closing Date (the “Deferred Payment Date”), to the Seller, an amount in Cash equal to the Purchase Price, Price by wire transfer of immediately available funds to such account(s) as the Seller shall designate no later than three (3) Business Days prior to such payment date. In no event shall the Purchase Price be pro-rated or adjusted if Closing occurs but not all Seller Licenses are assigned to T-Mobile License and/or Nextel (or, subject to Section 9.1, an Affiliate of T-Mobile designated by T-Mobile), as applicable at Closing because a Burdensome Condition was imposed and T-Mobile failed to exercise its termination right set forth in Section 7.1(a)(vi) prior to the applicable Burdensome Condition Expiration Date. (ii) Notwithstanding anything to the contrary in this Agreement: (A) Each , each T-Mobile Party hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability hereunder in consideration of the agreements provided by the Seller under this Agreement, for the mutual benefit, directly and indirectly, of each T-Mobile Party and in consideration of the undertakings of the T-Mobile Parties to accept joint and several liability for the Purchase Price and all other obligations from time to time owing by the T-Mobile Parties to the Seller under this Agreement. Accordingly, each T-Mobile Party hereby waives any and all suretyship defenses with respect to the obligations of the other T-Mobile Party under this Agreement that would otherwise be available to such T-Mobile Party under applicable law. (B) Subject to the occurrence of the Closing, the T-Mobile Parties’ obligation to pay the Purchase Price and any other amounts that may become payable to the Seller pursuant to this Section 2.1(b)(ii) is absolute and unconditional and is not subject to any abatement, counterclaim, defense, deferment, interruption, recoupment, reduction, or setoff (including in connection with any indemnity or other claims under Article 8) for any reason whatsoever; provided that the foregoing shall not limit the rights of the T-Mobile Parties under Article 8 or otherwise under this Agreement. (C) The Parties acknowledge that the obligation of the T-Mobile Parties to pay the Purchase Price on the Deferred Payment Date is an integral part of the transactions contemplated by this Agreement and that, without these agreements, AND WITHOUT THE AGREEMENTS TO CONFESS JUDGMENT SET FORTH IN EXHIBIT B-1 (WHICH ARE INCORPORATED INTO AND ARE AN INTEGRAL PART OF THIS SECTION 2.1(b)(ii)(C)), THE SELLER WOULD NOT ENTER INTO THIS AGREEMENT. (D) In addition to all other remedies available to the Seller hereunder, if the Purchase Price is not paid in full in Cash to the Seller on or prior to the Deferred Payment Date, upon the request of the Seller (in its sole discretion), the T-Mobile Parties shall cooperate in good faith with the Seller, and take all steps necessary, proper or advisable, in each case subject to the receipt of all applicable consents, approvals and/or clearances of the FCC and other Governmental Authorities as described in this Section 2.1(b)(ii)(D), to assign (including to assign legal title to) the Seller Licenses back to the Seller and/or provide the Seller with all rights with respect thereto (including pursuant to a lease arrangement) as soon as reasonably practicable after receipt of such notice from the Seller, make any necessary filings with the FCC or other Governmental Authorities to seek the FCC’s or any other Governmental Authority’s consent to such assignment (including if necessary to seek the expiration or termination of any applicable HSR waiting period related to such transfer), and use reasonable best efforts to obtain such consents (or expiration or termination of such waiting period), and to pay all filing fees due to any Governmental Authority in connection with such necessary filings. The Seller shall be entitled to make the foregoing request of T-Mobile at any time occurring after the Deferred Payment Date but prior to the date that the Seller receives the Purchase Price and any other amounts payable to the Seller pursuant to this Section 2.1, in each case in Cash in full. Notwithstanding any assignment of the Seller Licenses back to the Seller, the T-Mobile Parties shall pay the reasonable and documented out-of-pocket fees, costs and expenses incurred by the Seller and its Affiliates in connection with the assignment of the Seller Licenses back to the Seller (including but not limited to legal fees, costs, and expenses related to making any required filings with any Governmental Authority and obtaining the expiration or termination of any required waiting periods in connection with the transfer of the Seller Licenses back to the Seller). Notwithstanding anything to the contrary in this Agreement, in the event that the Seller exercises its rights pursuant to this Section 2.1(b)(ii)(D), upon the assignment to the Seller of the Seller Licenses or the rights with respect to the Seller Licenses (including pursuant to a lease arrangement), the Seller shall return to T-Mobile or its applicable Affiliate (as designated by T-Mobile) any amounts paid to the Seller pursuant to this Agreement, including any portion of the Purchase Price, except for the payment of the Seller’s reasonable and documented out-of-pocket fees, costs and expenses as contemplated hereby, and the Seller shall have no further remedy under this Agreement or with respect to the transactions contemplated hereby; provided that, for the avoidance of doubt, in no event shall the Seller be required to return any amount paid to any U.S. Governmental Authority or Person other than the Seller (or the Person or Persons the Seller designates to receive payment in accordance with Section 2.1(b)(i)) pursuant to or in connection with this Agreement. (E) The remedies set forth in this Section 2.1(b) and elsewhere in this Agreement shall be cumulative and not the exclusive remedies of the Seller if the Purchase Price is not paid in full in Cash on or prior to the Deferred Payment Date and nothing in this Section 2.1(b) shall preclude the Seller from also seeking any other remedy, including damages, available at law, in equity or otherwise; provided that, for the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, in no event shall the Seller be entitled to receive both an assignment back of the Seller Licenses or rights (including leasehold rights) thereto in accordance with Section 2.1(b)(ii)(D) and the Purchase Price. For the avoidance of doubt, if the consent of any Governmental Authority is required as a condition to assign the Seller Licenses back to the Seller pursuant to Section 2.1(b)(ii)(D) and such consent is not obtained, the Seller’s election to receive such assignment back of the Seller Licenses pursuant to Section 2.1(b)(ii)(D) shall be deemed irrevocably revoked and the Seller shall continue to be entitled to receive the Purchase Price in Cash in full.