Examples of Nortel Agreement in a sentence
The Borrower will deliver to the Trustees on the date hereof Acknowledgement and Consents, substantially in the form of Annex I, in respect of the Sprint Trademark Agreement, the Lucen Agreement and the Nortel Agreement (as such terms are defined in Schedule 1), duly executed by Sprint Communications Company, L.P., Lucent Technologies Inc.
Sellers shall have consummated the transactions contemplated by the Nortel Agreement and shall own the LLC Interests in the percentages set forth in the recitals to this Agreement.
Neither Borrower nor any Subsidiary of Borrower is in default, and to Borrower's knowledge no third party is in default, under or with respect to any contract, agreement, lease or other instrument to which it is a party and which could have a Material Adverse Effect, except for the Borrower's failure to make payments under the Nortel Agreement, which defaults the Borrower will cure within ten (10) days of the Closing Date.
Except as set forth on SCHEDULE 4.9 hereto, after giving effect to the application of the proceeds of the Senior Credit Facility, each of the Company and its Subsidiaries has good and valid and insurable fee simple title to its owned real property, free and clear of all Liens, except Permitted Liens and Liens created by the Senior Credit Facility, the Nortel Agreement, the Bechtel Agreement and the Vendor Agreements.
Other than the foregoing, the Credit Documents do not conflict with the Nortel Agreement in any way that is reasonably likely to have a Material Adverse Effect.
The Purchasers hereby consent to an amendment to the Nortel Agreement in substantially the form of Exhibit A hereto.
To the extent that, by reason of the execution and delivery of the Nortel Agreement as provided for herein such assumption is incorrect, then such $355,000,000 figure shall be reduced on a dollar-for-dollar basis by the amount of such equipment so purchased or delivered that is not treated as a Capital Expenditure under GAAP.
Upon Lender's demand, all Obligations arising from Advances for Equipment financed for purchase under the Nortel Purchase Agreement will become due and payable pursuant to the terms of the Note if such Nortel Agreement is terminated prior to the completion and acceptance of such Equipment.
The foregoing notwithstanding, this Section 5.1 shall not limit in any way (x) Sellers' ability to cause WCS to make distributions of cash to Sellers (y) Sellers' ability to take or to cause WCS to take any action with respect to any Intercompany Account and no such distribution shall be deemed to breach any provision hereof or (z) Sellers' ability to comply with Sections 2.8 (Distributorship Agreement) and 5.1(e) (Nortel accounts receivable) of the Nortel Agreement.
The obligations of the Borrowers and the Guarantors under this Section 5.06, as they relate to access, inspection and discussion rights pertaining to any member of the Delta Group shall subject to the confidentiality provisions set forth in the Nortel Agreement (and the agreements contemplated thereby entered into as of the Nortel Effective Date).