CONTRIBUTION AGREEMENT
Exhibit 10.17
Executable Copy
This Contribution (“Contribution Agreement”) is made and entered into as of August 18, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (“Transferor”), and IDT Spectrum, LLC., a Delaware limited liability company (“Transferee”).
WHEREAS, Transferor is an affiliate of Transferee; and
WHEREAS, Transferor’s member has decided to redeploy certain assets of Transferor by transferring them to Transferee in order to maximize their income producing value;
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Contribution. Transferor hereby contributes, transfers and assigns to Transferee and its permitted assigns, forever, without recourse, representation or warranty, all of Transferor’s right, title and interest in and to the assets set forth on Schedule A hereto.
2. Exclusive Benefit. Nothing in this Contribution Agreement, express or implied, is intended to, or shall be construed to confer upon, or give to, any person, firm, corporation or entity other than Transferee, its successors and assigns, any remedy or claim under or by reason this Contribution Agreement or any provisions hereof, and all the provisions contained herein shall be for the exclusive benefit of Transferee, its successors and assigns.
3. Governing Law. This Contribution Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to conflicts of laws principles thereof.
4. Counterparts. This Contribution Agreement may be executed in one or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Contribution Agreement as of the date first written above.
| WINSTAR SPECTRUM, LLC | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: |
Xxxxxx Xxxxxxx | |
| Title: |
Chief Executive Officer | |
| AGREED AND ACCEPTED: | ||
| IDT SPECTRUM, LLC | ||
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: |
Xxxx X. Xxxxxxxx | |
| Title: |
Chief Executive Officer | |
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SCHEDULE A
IDT Spectrum, LLC
6 Point-to-Point Licenses (Transferred on August 18, 2005)
| ID. |
Call Sign |
Transmit Location |
Expiration Date | |||
| 1. | WQCQ381 | Richmond, VA | 04/29/2015 | |||
| 2. | WQCQ382 | Richmond, VA | 04/29/2015 | |||
| 3. | WQCQ383 | Monterey, VA | 04/29/2015 | |||
| 4. | XXXX000 | Xxxxxxxx, XX | 05/17/2015 | |||
| 5. | XXXX000 | Xxxxxxxx, XX | 05/17/2015 | |||
| 6. | WQDF389 | Richmond, VA | 08/10/2015 |
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