Sprint Sub LLC definition
Examples of Sprint Sub LLC in a sentence
A portion of the Sprint Pre-Closing Financing will be repaid in cash by wire transfer to Sprint in immediately available funds (the “Cash Payment”) with the remaining portion of the Sprint Pre-Closing Financing being repaid with the issuance of a secured promissory note by Sprint Sub LLC to Sprint (the terms of which note and related agreements shall be substantially as set forth on Exhibit L) (the “Secured Note”).
Each of the Transfer Entities has, and Sprint Sub LLC on the Closing Date will have, all requisite power and authority to enter into each Ancillary Agreement to which it will be a party and to perform the obligations to be performed by it under each such Ancillary Agreement.
The Transfer Entities are listed in Section 7.1(c) of the Sprint Disclosure Schedule and, except as listed in Section 7.1(c) of the Sprint Disclosure Schedule, the Transfer Entities do not own, and as of the Closing Date Sprint Sub LLC will not own, directly or indirectly, any Capital Stock of any Person.
The organizational documents of each of the Transfer Entities are, and the organizational documents of Sprint Sub LLC will be, in full force and effect, and no Transfer Entity is, and as of the Closing Date Sprint Sub LLC will not be, in violation of any provision of its organizational documents, except as would not reasonably be expected to result in a Sprint Material Adverse Effect.
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.
The Capital Stock of the Transfer Entities is, and the Capital Stock of Sprint Sub LLC as of the Closing Date will be, duly authorized, validly issued, fully paid and non-assessable, free and clear of any Encumbrance.
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.
In the event that NewCo or NewCo LLC in good faith determines that any item or amount of the Sprint Pre-Closing Financing was assumed by Sprint Sub LLC in violation of Section 1.2(a), NewCo or NewCo LLC shall have the right to dispute such item or amount by delivering written notice thereof (the “Objection”) to Sprint on or before the last day of the Post-Closing Verification Period, which notice shall set forth in reasonable detail the basis for its objection(s).
Since the date of its formation, each of Sprint HoldCo LLC and Sprint Sub LLC will not have engaged in any activities and will not have any Liabilities other than in connection with, or as contemplated by, this Agreement and the Transactions.
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.