207-13 License Transfer Agreement-WO-NY DOITT - 10-21-13.pdf

3. Assumption of Liabilities: The City is not assuming and will not be responsible for any liabilities or obligations of West Orange whether arising out of or in connection with the Collective FCC Authorization or West Orange’s operations pursuant to the Collective FCC Authorization except that the City shall assume obligations for frequency pair 809/854.3125 after Closing unless accrued prior to Closing. 4. Payment of Expenses: The City and West Orange will each bear their own legal, accounting and brokerage expenses in connection with this Agreement. 5. FCC Application and Waiver Request: (a) Preparation and Filing. As soon as possible (but in no event later than thirty (30) calendar days after the Effective Date), West Orange shall file an application with the FCC to add a transmitter site at the Empire State Building (with technical parameters supplied by the City) for 809/854.3125 MHz. Within sixty (60) days after the Effective Date, West Orange and the City shall file an application on FCC Form 603 (together with the application referred to in the preceding sentence, the “FCC Applications”) seeking the FCC’s consent to the assignment of the FCC Authorization for 809/854.3125 MHz from West Orange to the City (“FCC Consent”). The Parties agree to act diligently in taking all steps necessary, proper and desirable to expedite the prosecution of the FCC Applications to a favorable conclusion. However, should the application to add the Empire State Building site be denied by the FCC, this transaction will proceed without regard to the inability to obtain authorization at the Empire State Building site. (b) Finality. For purposes of this Agreement, “Final Order” shall mean that forty (40) days have elapsed from the date of the FCC’s issuance of FCC Consent to the assignment of the FCC Authorization for 809/854.3125 MHz from West Orange to the City without any filing of any adverse request, petition or appeal by any third party or by the FCC on its own motion with respect to FCC Application or, if challenged, the FCC Consent shall have been reaffirmed or upheld and the applicable period for seeking further administrative or judicial review shall have expired without the filing of any action, petition or request for further review. 6. Closing: (a) Closing Date: The closing (“Closing”) for the transfer of the FCC Authorization for 809/854.3125 MHz will occur

ithout the filing of any action, petition or request for further review. 6. Closing: (a) Closing Date: The closing (“Closing”) for the transfer of the FCC Authorization for 809/854.3125 MHz will occur within twenty (20) business days after the Final Order and the satisfaction of all other conditions specified in this Agreement (the “Closing Date”). (b) Cooperation : At Closing, the Parties will exchange any documents, and other instruments called for by this Agreement or as the City or its counsel may reasonably request. The City and West Orange will cooperate in good faith and exercise their reasonable best efforts to obtain FCC and third-party consent and finalize and execute any and all other documents or agreements necessary to effect the transfer on or prior to the Closing Date. 7. Closing Conditions: The Closing will be subject to the satisfaction of all of the following conditions (except to the extent any such conditions are expressly waived by the City in writing): (i) Final Order of the assignment to the City of the FCC Authorization; (ii) receipt of any other required third party consents and approvals required for the transfer of the FCC Authorization for 809/854.3125 MHz; (iii) release of all liens, if any, on such FCC Authorization; (iv) the continued truth and accuracy of West Orange’s representations and warranties provided herein; and (v) execution and delivery of appropriate instruments of transfer and assignment and other documents and instruments as the Parties or their counsel may reasonably request. The City will promptly provide notice to the FCC of completion of this transaction and will make best efforts to notify the FCC within thirty (30) days following the Closing Date. 8. Representations and Warranties: (a) West Orange’s Representations and Warranties: West Orange represents and warrants to the City as follows: (i) West Orange is the lawful, beneficial and exclusive owner of the FCC Authorization for 809/854.3125 MHz and West Orange has the unrestricted right to transfer the FCC Authorization for 809/854.3125 MHz to the City at Closing free and clear of Liens; (ii) West Orange is duly incorporated and in good standing under the laws of its state of incorporation and all other jurisdictions where it is qualified to transact business; (iii) this Agreement has been duly authorized and approved by all required action of West Orange;

of its state of incorporation and all other jurisdictions where it is qualified to transact business; (iii) this Agreement has been duly authorized and approved by all required action of West Orange; (iv) neither the execution nor the delivery