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

of this Agreement nor the consummation of the transaction contemplated herein will conflict with, or result in any violation or default under, any term of the organizational documents or by-laws of West Orange, or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which West Orange is bound; (v) the FCC Authorization for 809/854.3125 MHz is valid and in good standing with the FCC and West Orange is in compliance with all statutes, rules and regulations concerning construction, and loading of the Collective FCC Authorization or the facilities associated with the Collective FCC Authorization, and all other federal statutes, rules, regulations and policies of the FCC applicable to the West Orange or the Collective FCC Authorization; (vi) there is no pending or, to the best of West Orange’s knowledge, threatened action, petition, pleading or competing application by West Orange under the Collective FCC Authorization, by a third party, the FCC, or any other governmental agency to suspend, revoke, terminate or challenge any aspect of the Collective FCC Authorization other than the City’s Objection, West Orange’s qualifications as licensee, or otherwise investigate the operation on the FCC Authorizations; (vii) no person or entity holds or has been granted a right of first refusal or option to purchase or acquire all or part of the Collective FCC Authorization; (viii) the FCC Authorization for 809/854.3125 MHz is fully constructed and operational as required by FCC regulations; (ix) there are no pending applications or actions whatsoever seeking to modify any of the parameters under the Collective FCC Authorization; (x) West Orange has not made any agreement regarding the FCC Authorization for 809/854.3125 MHz subject to this Agreement; and (xi) all information provided by West Orange to the City concerning the Collective FCC Authorization is true and complete. Each of West Orange’s representations and warranties will survive the Closing. (b) The City’s Representations and Warranties: The City represents and warrants to West Orange as follows: (i) The City is duly organized and validly existing under the laws of the state of its organization; (ii) this Agreement has been duly authorized and approved by all required action of the City; (iii) the City is financially and legally able to meet

ng under the laws of the state of its organization; (ii) this Agreement has been duly authorized and approved by all required action of the City; (iii) the City is financially and legally able to meet its obligations under this Agreement; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated herein will conflict with, or result in, any material violation or default under any term of the articles of organization or operating agreement, if any, of the City, or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which the City is bound. 9. West Orange’s Covenants: (a) From the date of this Agreement to the Closing Date, West Orange will: (i) take necessary steps to fully vacate 809/854.3125 ; (ii) not sell, transfer, dispose, encumber, geographically partition or permit the sale, transfer, disposal or encumbrance of any of the Collective FCC Authorization; (iii) take all necessary actions to maintain the continued validity of the Collective FCC Authorization; (iv) afford the City and its representatives reasonable access to the records relating to the Collective FCC Authorization during normal business hours; (v) not seek to modify or allow modification of any of the parameters under the Collective FCC Authorization other than that discussedherein; (vi) not take any action to effect a co-channeled license on the Licensed Frequencies other than that discussedherein; and (vii) cooperate with the City in all applications or filings with the FCC in connection with this transaction. From and after the Closing Date, West Orange will at any time and from time to time, upon the City’s request and without further cost to the City, prepare, execute and deliver the instruments of conveyance and assignment and will take action as the City may reasonably request to more effectively transfer to and vest in the City, or its successors and assigns, and to put the City in possession of, any and all of the FCC Authorization for 809/854.3125 MHz, free and clear of any and all Liens. (b) From the Effective Date to the Closing Date, the City shall (i) cooperate with West Orange with the filing of the FCC Applications, if applicable, for the FCC Consents and (ii) fully perform, observe and comply with all of the obligations the City is required

(i) cooperate with West Orange with the filing of the FCC Applications, if applicable, for the FCC Consents and (ii) fully perform, observe and comply with all of the obligations the City is required to perform, observe and comply with pursuant to the terms of this Agreement. 10. Conflicting Agreements: (a) West Orange is not a party to, nor are any aspects of the Collective FCC Authorization subject to, any contract or arrangement that would preclude or would be violated by West Orange’s performance of West Orange’s obligations under this Agreement or by the consummation of the transactions contemplated by the Agreement; and (b) West Orange covenants that West Orange will not enter into, nor cause any aspect of the Collective FCC Authorization to be or become subject to, any contract or arrangement, and West Orange covenants that, if any person should allege that any contract or arrangement exists or otherwise seeks to challenge consummation of the transactions (or any portion of the transactions) contemplated by this Agreement