Solvency and Debtor Relief Laws. (a) The Seller is Solvent as of the date of this Agreement and will, after giving effect to the transactions contemplated by this Agreement, the receipt of the Purchase Price when due (assuming timely payment thereof by the T-Mobile Parties), and the payment of all related fees and expenses, be Solvent at and immediately after the Closing and the Deferred Payment Date. No case, proceeding or process in which the Seller is a debtor, defendant or party seeking an order for its own relief or reorganization has been brought or is pending, or to the knowledge of the Seller, threatened, by or against the Seller under any Debtor Relief Laws. The Seller has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process. (b) The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing. (c) The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws. (d) The Seller acknowledges and agrees that the representations and warranties contained in this Section 3.9 constitute a material inducement to the T-Mobile Parties to enter into this Agreement and the transactions contemplated by this Agreement, and that the T-Mobile Parties would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 3.9.
Appears in 4 contracts
Samples: License Purchase Agreement (T-Mobile US, Inc.), License Purchase Agreement (T-Mobile US, Inc.), License Purchase Agreement (T-Mobile US, Inc.)
Solvency and Debtor Relief Laws. (a) The Seller is Solvent as of the date of this Agreement and will, after giving effect to the transactions contemplated by this Agreement, the receipt of the Purchase Price when due (assuming timely payment thereof by the T-Mobile Parties), and the payment of all related fees and expenses, be Solvent at and immediately after the Closing and the Deferred Payment DateClosing. No case, proceeding or process in which the Seller is a debtor, defendant or party seeking an order for its own relief or reorganization has been brought or is pending, or to the knowledge of the Seller, threatened, by or against the Seller under any Debtor Relief Laws. The Seller has not taken any action in contemplation of, or that would constitute the basis for, the institution of any such case, proceeding or process.
(b) The Seller has no intention of, and is not contemplating, seeking relief under any Debtor Relief Laws within one hundred eighty (180) days after the Closing.
(c) The Seller has structured the transactions contemplated by this Agreement in good faith, as it relates to Debtor Relief Laws.
(d) The Seller acknowledges and agrees that the representations and warranties contained in this Section 3.9 constitute a material inducement to the T-Mobile Parties to enter into this Agreement and the transactions contemplated by this Agreement, and that the T-Mobile Parties would not have entered into this Agreement and the transactions contemplated by this Agreement absent the representations and warranties contained in this Section 3.9.
Appears in 2 contracts
Samples: License Purchase Agreement (T-Mobile US, Inc.), License Purchase Agreement (T-Mobile US, Inc.)