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

then West Orange will promptly use West Orange’s reasonable best efforts to resolve the allegations or challenges so as to permit the transactions contemplated by this Agreement to be consummated as soon as is practicable, and West Orange acknowledges that, until all allegations and challenges have been finally and favorably so resolved, the City will not be obligated to close the transactions contemplated by this Agreement. 11. No Shop; Confidentiality: As of the Effective Date West Orange on behalf of itself and its offices and agents, agrees not to solicit, make or accept any offers from any third party to sell, purchase, transfer or assign the FCC Authorization for 809/854.3125 MHz or any part thereof. Subject to the applicable provisions of New York State law or any other applicable law, including but not limited to the Public Officers Law (New York Freedom of Information Law “FOIL”) and New Jersey’s Open Public Records Act (“OPRA”), the terms of this Agreement will be kept confidential by the Parties and their agents, which confidentiality will survive the Closing or termination of this Agreement for a period of three (3) years, except to the extent: (i) same is requested or required to be disclosed pursuant to FOIL or OPRA or applicable law or any governmental entity; and (ii) West Orange or the City is required to obtain authorization or approval to enter and execute this agreement from any agents or applicable oversight or authorization entities including West Orange’s Township Council. provided, however, that the Parties will require all agents to honor the provisions of this section. 12.: Responsibility for Liabilities: Each Party will be responsible for its own acts or omissions arising from or related to: (i) any material breach of any covenant, agreement, representation or warranty Party contained in, or made pursuant to, this Agreement; or (ii) as for the City, any and all liabilities (including successor liabilities) or obligations relating to West Orange’s use of the Licensed Frequencies prior to the Closing Date and, as for West Orange, any and all liabilities (including successor liabilities) or obligations relating to the City’s use of 809/854.3125 after the Closing Date. Notwithstanding anything to the contrary herein, the City’s obligation herein shall not be construed to waive any portion of its retained sovereign immunity in tort

09/854.3125 after the Closing Date. Notwithstanding anything to the contrary herein, the City’s obligation herein shall not be construed to waive any portion of its retained sovereign immunity in tort under New York law. 13. Termination: This Agreement may be terminated and the transactions contemplated by this Agreement abandoned: (i) by mutual consent of the Parties provided in writing; (ii) by either Party upon material breach of the other Party, following a thirty (30) day period for cure by the breaching Party following written notice of the breach; or (iii) if FCC declines to authorize the transfer of 809/854.3125 or (iv) if a third party successfully challenges the validity of this agreement before the Closing. In the event of termination, City will not pay any reimbursement fees contemplated in Section 2 of this Agreement. 15. Waiver: The City and West Orange, by written notice to the other, may (a) extend the time for performance of any of the obligations or other actions of the other under this Agreement, (b) waive any inaccuracies in the representations or warranties of the other contained in this Agreement or in any document delivered pursuant to this Agreement, (c) waive compliance with any of the conditions or covenants of the other contained in this Agreement, or (d) waive or modify performance of any of the obligations of the other under this Agreement; provided that neither party may without the written consent of the other make or grant any extension of time, waiver of inaccuracies or compliance, or waiver or modification of performance, with respect to its own obligations, representations, warranties, conditions or covenants in this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement will be deemed to constitute a waiver of compliance with any representation, warranty, covenant or agreement contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. 17. Notices: All notices and other communications under this Agreement will be in writing and will be deemed given (i) the same day if delivered personally or sent by facsimile or electronic mail; (ii) the next business day if sent by overnight delivery via a reliable express delivery service; or (iii) after five (5) business days if sent by certified mail,

sent by facsimile or electronic mail; (ii) the next business day if sent by overnight delivery via a reliable express delivery service; or (iii) after five (5) business days if sent by certified mail, return receipt requested, postage prepaid. All notices will be delivered to the Parties at the following addresses (or at any other address for a party as will be specified by the notice, provided that notice of change of address will be effective only upon receipt of the notice):