Common use of Customer Transfer Clause in Contracts

Customer Transfer. (i) Pursuant to an assignment and assumption agreement, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement” and, together with the Spectrum Assignment Documentation, the “Assignment Documentation”), at the Closing, Shentel will, and will cause its applicable Affiliates to, assign, transfer, deliver and convey to Sprint, free and clear of all Liens, and Sprint will acquire all right, title and interest of Shentel and its applicable Affiliates, as of the Effective Time, in and to, the following: except with respect to the Excluded Contracts, (A) Shentel’s customer relationship (including any applicable Affiliate’s customer relationship) with (1) all individual subscribers (I) whose contracts for wireless service are with nTelos or any Affiliate of nTelos; (II) who are directly liable under such contracts; and (III) who are Homed to the Former nTelos Service Area, including the Former nTelos Customers (the “Individual Customers”), and (2) any enterprise or public sector subscriber located in the Former nTelos Service Area whose contracts for wireless service are with nTelos or any Affiliate of nTelos (each, an “Enterprise Customer,” and, together with the Individual Customers, the “Customers”), (B) all written agreements for wireless service with Individual Customers and the Enterprise Customers (the “Enterprise Customer Agreements” and, together with the written agreements for wireless service with the Individual Customers (excluding agreements entered into in connection with the Closing Excluded Liabilities), collectively, the “Customer Agreements”), (C) any interest of Shentel or its Affiliates in the NPA-NXXs associated with the Customers, including without limitation any unused NPA-NXX blocks for the nTelos Business, (D) any interest of Shentel or its Affiliates in the Mobile Block Identifier, Transmitted System Identifier and System Identifier/Billing Identifier information (I) associated with the Customers or (II) used by nTelos or any of its Affiliates to provide roaming services and roaming settlements for the nTelos Business, (E) the right of Shentel or its Affiliates to receive payments from such Customers pursuant to any such Customer Agreements for service rendered on and after the Effective Time, (F) subject to Sections 6.8 and 6.12, all claims, accruals in respect of loyalty reward points, causes of action, rights of recovery, rights of setoff and rights of recoupment with respect to Customers, and (G) copies of all information and data compiled by nTelos or its Affiliates’ customer service center(s) from and after January 1, 2014, excluding Customer invoices and other immaterial information and data, to the extent available electronically to nTelos’s customer service representatives and able to be transferred to Sprint under applicable Law, with respect to Customers. (ii) Pursuant to the Assignment and Assumption Agreement, at the Closing, Sprint will assume from Shentel or its applicable Affiliates, as of the Effective Time, the payment, discharge and performance of all liabilities and obligations relating to periods after the Effective Time under the Customer Agreements (collectively, the “Customer Assumed Liabilities” and, together with the Spectrum Assumed Liabilities, the “Closing Assumed Liabilities”). (iii) Except as otherwise expressly set forth in Sections 6.2(b), (c) and (i), Sprint shall not assume or undertake in any way to perform, pay, satisfy or discharge any liability or obligation of Shentel of any nature whatsoever, whether known or unknown, determined or undetermined, liquidated or unliquidated, direct or indirect, contingent or accrued, matured or unmatured other than the Closing Assumed Liabilities, including without limitation any liabilities or obligations (A) in connection with any device insurance of any Customer, (B) in connection with any equipment installment agreement between nTelos (or one of its Affiliates) and any Customer, (C) relating to periods prior to or as of the Effective Time arising out of (I) any Law to which the FCC Licenses or the Customer Agreements are subject or (II) the Customer relationship or any Customer Agreement, or (D) any of the Excluded Contracts (collectively, the “Closing Excluded Liabilities”). Shentel shall pay, perform and discharge when due all Closing Excluded Liabilities. (iv) Shentel has caused (subject to such procedures as were reasonably requested by nTelos) correct and complete copies of the Enterprise Customer Agreements in nTelos’s possession to be made available, in written or electronic form, for Sprint’s review to determine whether such Enterprise Customer Agreements constitute Restrictive Contracts. Shentel has delivered to Sprint the list set forth in Schedule 6.2(c)(iv) that is complete and accurate in all material respects of the Sprint Assumed Closing Contracts that are Required Consent Contracts. Shentel shall use its commercially reasonable efforts to obtain the consent of the applicable Customer under the Required Consent Contracts to the extent not previously obtained. If the applicable Customer’s consent under a Required Consent Contract is not obtained prior to the Closing, such Required Consent Contract shall not be assigned to Sprint at the Closing and shall be retained by Shentel or its applicable Affiliate (each, a “Retained Consent Contract”). (v) With respect to any Enterprise Customer Agreement that (A) contains most-favored nation pricing or contains terms that would impact most favored nation pricing under any of Sprint’s (or any of its Affiliates’) other contracts or agreements, (B) limits or restricts Sprint in any material respect from (I) engaging or competing with any Person in any material activity or material line of business, (II) competing with any Person or operating in any location or (III) obtaining products or services from or providing products or services to any Person, (C) includes any material exclusive dealing arrangement or any other material arrangement that grants any material right of first refusal or material right of first offer or similar material right or that limits or purports to limit in any material respect the ability of Sprint to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (D) contains any restrictions of financing, borrowing or the issuance or offering of any debt or equity securities of Sprint, (E) would otherwise materially impact the ongoing business of Sprint or any of its Affiliates or (F) has not been provided by Shentel to Sprint for review (each a “Restrictive Contract”), Sprint may, subject to Section 6.2(c)(vi), reject any such Restrictive Contract. Sprint has provided to Shentel the list set forth in Schedule 6.2(c)(v) of all Enterprise Customer Agreements it will acquire from Shentel at the Closing (the “Sprint Assumed Closing Contracts”), it being understood and agreed that (y) Sprint may only reject Restrictive Contracts and (z) any Enterprise Customer Agreement that has not been provided by Shentel to Sprint for review shall automatically be deemed to be a rejected Restrictive Contract. Each Enterprise Customer Agreement that is not a Sprint Assumed Closing Contract is referred to herein as a “Rejected Contract” and, together with each Retained Consent Contract, the “Excluded Contracts”. (vi) Between the date hereof and the Closing, Shentel may hold discussions with any Customer who is a party to a Restrictive Contract for the purpose of making amendments or modifications thereto (which amendments and modifications must be approved in writing by Sprint, which approval may not be unreasonably withheld, conditioned or delayed) as are necessary so that such Customer Agreement ceases to constitute a Restrictive Contract, in which case upon such approval such Customer Agreement shall be assigned to Sprint in accordance with Section 6.2(c)(i) and shall not be an Excluded Contract. (vii) Notwithstanding any other provision in this Agreement to the contrary, Shentel or its applicable Affiliate shall retain all right, title and interests in and to, and all obligations and liabilities with respect to, all Excluded Contracts (including, without limitation, all equipment, services and other receivables related thereto).

Customer Transfer. (i) Pursuant to an assignment and assumption agreement, substantially in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement” and, together with the Spectrum Assignment Documentation, the “Assignment Documentation”), at the Closing, Shentel will, and will cause its applicable Affiliates to, assign, transfer, deliver and convey to Sprint, free and clear of all Liens, and Sprint will acquire all right, title and interest of Shentel and its applicable Affiliates, as of the Effective Time, in and to, the following: except with respect to the Excluded Contracts, (A) Shentel’s customer relationship (including any applicable Affiliate’s customer relationship) with (1) all individual subscribers (I) whose contracts for wireless service are with nTelos or any Affiliate of nTelos; (II) who are directly liable under such contracts; and (III) who are Homed to the Former nTelos Service AreaFootprint, including the Former nTelos Retail Customers (the “Individual Customers”), and (2) any enterprise or public sector subscriber located in the Former nTelos Service Area Footprint whose contracts for wireless service are with nTelos or any Affiliate of nTelos (each, an “Enterprise Customer,” and, together with the Individual Customers, the “Customers”), (B) all written agreements for wireless service with Individual Customers and the Enterprise Customers (the “Enterprise Customer Agreements” and, together with the written agreements for wireless service with the Individual Customers (excluding agreements entered into in connection with the Closing Excluded Liabilities), collectivelyCustomers, the “Customer Agreements”), (C) any interest of Shentel or its Affiliates in the NPA-NXXs associated with the Customers, including without limitation any unused NPA-NXX blocks for the nTelos Business, (D) any interest of Shentel or its Affiliates in the Mobile Block Identifier, Transmitted System Identifier and System Identifier/Billing Identifier information (I) associated with the Customers or (II) used by nTelos or any of its Affiliates to provide roaming services and roaming settlements for the nTelos Business, (E) the right of Shentel or its Affiliates to receive payments from such Customers pursuant to any such Customer Agreements for service rendered on and after the Effective Time, (F) subject to Sections 6.8 and 6.12, all claims, deposits, prepayments, prepaid assets, accruals in respect of loyalty reward points, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment with respect to Customers, and (G) copies of all information and data compiled by nTelos or its Affiliates’ customer service center(s) from and after January 1, 2014, excluding Customer invoices and other immaterial information and data, to the extent available electronically to nTelos’s customer service representatives and able to be transferred to Sprint under applicable Law, with respect to Customers. (ii) Pursuant to the Assignment and Assumption Agreement, at the Closing, Sprint will assume from Shentel or its applicable Affiliates, as of the Effective Time, the payment, discharge and performance of all liabilities and obligations relating to periods after the Effective Time under the Customer Agreements (collectively, the “Customer Assumed Liabilities” and, together with the Spectrum Assumed Liabilities, the “Closing Assumed Liabilities”). (iii) Except as otherwise expressly set forth in Sections 6.2(b), (c) and (ic), Sprint shall not assume or undertake in any way to perform, pay, satisfy or discharge any liability or obligation of Shentel of any nature whatsoever, whether known or unknown, determined or undetermined, liquidated or unliquidated, direct or indirect, contingent or accrued, matured or unmatured other than the Closing Assumed Liabilities, including without limitation any liabilities or obligations (A) in connection with any device insurance of any CustomerCustomer relating to periods prior to or as of the migration of such Customer to the Sprint billing platform pursuant to the Retail Customer Transition Services Agreement, (B) in connection with any equipment installment agreement between nTelos (or one of its Affiliates) and any Customer, (C) relating to periods prior to or as of the Effective Time arising out of (I) any Law to which the FCC Licenses Licenses, or the Customer Agreements are subject or (II) the Customer relationship or any Customer Agreement, or (DC) any of the Excluded Contracts (collectively, the “Closing Excluded Liabilities”). Shentel shall pay, perform and discharge when due all Closing Excluded Liabilities. (iv) As promptly as reasonably practicable (and, in any event, not more than thirty (30) days) following the date hereof, Shentel has caused shall cause (subject to such procedures as were may be reasonably requested by nTelos) correct and complete copies of the Enterprise Customer Agreements in nTelos’s possession to be made available, in written or electronic formform (the date such Enterprise Customer Agreements are first made available being referred to as the “Review Date”), for Sprint’s review to determine whether such Enterprise Customer Agreements constitute Restrictive Contracts. As promptly as reasonably practicable thereafter, Shentel has delivered shall deliver to Sprint the a list set forth in Schedule 6.2(c)(iv) that is complete and accurate in all material respects of the Enterprise Customer Agreements that require the consent of the applicable Customers to be assigned to Sprint Assumed Closing Contracts that are (a “Required Consent ContractsContract”). Shentel shall use its commercially reasonable efforts to obtain the consent of the applicable Customer under the such Required Consent Contracts to the extent not previously obtainedContract. If the applicable Customer’s consent under a such Required Consent Contract is not obtained prior to the Closing, such Required Consent Contract shall not be assigned to Sprint at the Closing and shall be retained by Shentel or its applicable Affiliate (each, a “Retained Consent Contract”). (v) With respect to any Enterprise Customer Agreement that (A) contains most-favored nation pricing or contains terms that would impact most favored nation pricing under any of Sprint’s (or any of its Affiliates’) other contracts or agreements, (B) limits or restricts Sprint in any material respect from (I) engaging or competing with any Person in any material activity or material line of business, (II) competing with any Person or operating in any location or (III) obtaining products or services from or providing products or services to any Person, (C) includes any material exclusive dealing arrangement or any other material arrangement that grants any material right of first refusal or material right of first offer or similar material right or that limits or purports to limit in any material respect the ability of Sprint to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business, (D) contains any restrictions of financing, borrowing or the issuance or offering of any debt or equity securities of Sprint, (E) would otherwise materially impact the ongoing business of Sprint or any of its Affiliates or (F) has not been provided by Shentel to Sprint for review (each a “Restrictive Contract”), Sprint may, subject to Section 6.2(c)(vi), reject any such Restrictive Contract. Sprint has provided will, by written notice to Shentel within sixty (60) days after the Review Date, provide a list set forth in Schedule 6.2(c)(v) of all Enterprise Customer Agreements it will acquire from Shentel at the Closing (the “Sprint Assumed Closing Contracts”)Shentel, it being understood and agreed that (y) Sprint may only reject Restrictive Contracts and (z) any Enterprise Customer Agreement that has not been provided by Shentel to Sprint for review shall automatically be deemed to be a rejected Restrictive Contract. Each Enterprise Customer Agreement that is not a Sprint Assumed Closing Contract included on such list is referred to herein as a “Rejected Contract” and, together with each Retained Consent Contract, the “Excluded Contracts”. (vi) Between the date hereof and the Closing, Shentel may hold discussions with any Customer who is a party to a Restrictive Contract for the purpose of making amendments or modifications thereto (which amendments and modifications must be approved in writing by Sprint, which approval may not be unreasonably withheld, conditioned or delayed) as are necessary so that such Customer Agreement ceases to constitute a Restrictive Contract, in which case upon such approval such Customer Agreement shall be assigned to Sprint in accordance with Section 6.2(c)(i) and shall not be an Excluded Contract. (vii) Notwithstanding any other provision in this Agreement to the contrary, Shentel or its applicable Affiliate shall retain all right, title and interests in and to, and all obligations and liabilities with respect to, all Excluded Contracts (including, without limitation, all equipment, services and other receivables related thereto). (viii) The Parties acknowledge and agree that, notwithstanding anything herein to the contrary, (A) the Former nTelos Retail Customers shall be converted into Sprint retail subscribers and shall not be governed by the Shentel Affiliate Agreements, and (B) the Parties will cooperate with each other and use commercially reasonable efforts to develop a plan for the handling of the retail and network assets located in the markets of the Former nTelos Retail Customers, but such plan will not include Sprint assuming any liabilities or obligations related to such retail or network assets or any responsibility for shut down or decommissioning costs. (ix) The Parties acknowledge and agree that Sprint and its Affiliates currently have postpaid and prepaid subscribers Homed to the Former nTelos Service Area (“Sprint/nTelos Subscribers”). As of the Effective Time, the Sprint/nTelos Subscribers shall be deemed to be either “Customers” or “Prepaid Subscribers” pursuant to the Shentel Affiliate Agreements and fees and credits relating to the Sprint/nTelos Subscribers shall be settled as set forth in Section 15 of the Shentel Affiliate Addendum.