Examples of Sprint Sub LLC in a sentence
Except as specifically set forth in this Agreement, none of NewCo, NewCo LLC, Sprint Sub LLC or the Transfer Entities will have any actual or contingent liability after the Closing as a result of benefit plans, incentive plans or other material benefit arrangements that are sponsored or contributed to by Sprint or any of its Subsidiaries or that have ever been sponsored by or contributed to by any of the Transfer Entities.
The Transfer Entities will be transferred free of cash and Indebtedness (including any Encumbrances related thereto), other than the Sprint Pre-Closing Financing assumed by Sprint Sub LLC in accordance with Section 1.2(a).
From and after the contributions described in this Section 3.2(a), Sprint will cause the Transfer Entities and Sprint Sub LLC to be entities disregarded as separate from Sprint HoldCo LLC for U.S. federal income tax purposes until the consummation of the transactions described in Section 3.3.
Sprint will then cause Sprint HoldCo LLC to contribute the Transfer Entities to Sprint Sub LLC, and Sprint Sub LLC will accept the Capital Stock of the Transfer Entities, free and clear of any Encumbrance, and Sprint Sub LLC will issue to Sprint HoldCo LLC all of the Capital Stock of Sprint Sub LLC in accordance with the terms of the Sprint Sub LLC Agreement.
No action has been taken by Sprint or any of its Affiliates to treat Sprint Sub LLC or any of the Transfer Entities other than as disregarded entities for U.S. federal income tax purposes as of and following the Closing.
NewCo LLC will repay, or cause to be repaid, in full, in accordance with the terms of the Assumed Note and Section 1.2(b), the Sprint Pre-Closing Financing that was assumed by Sprint Sub LLC prior to the LLC Contribution.
Except as set forth on Section 7.14 of the Sprint Disclosure Schedule and except for the Sprint Pre-Closing Financing to be assumed by Sprint Sub LLC in accordance with Section 1.2 prior to the LLC Contribution, Sprint Sub LLC, the Transfer Entities and their respective Subsidiaries are free of all Liabilities.