Representations and Warranties of Sprint. Sprint hereby represents and warrants to the Stockholder as follows:
Representations and Warranties of Sprint. Except as disclosed in the disclosure letter (the “Sprint Disclosure Schedule”) delivered by Sprint to Clearwire and the Investors prior to the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the Sprint Disclosure Schedule relates), except
Representations and Warranties of Sprint. Sprint hereby represents and warrants to Shentel as follows:
Representations and Warranties of Sprint. Except as disclosed in the Sprint SEC Reports filed and publicly available prior to the date of this Agreement (the "Sprint Filed SEC Reports") or as set forth in the Sprint Disclosure Schedule delivered by Sprint to MCI WorldCom prior to the execution of this Agreement (the "Sprint Disclosure Schedule"), Sprint represents and warrants to MCI WorldCom as follows:
Representations and Warranties of Sprint. Except as set forth in any Sprint SEC Document filed with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, 2016 (including all exhibits and other information filed therewith or incorporated therein (including by reference), regardless of when such exhibits and other information were filed) and publicly available prior to the date of this Agreement (as amended prior to the date of this Agreement, the “Sprint Filed SEC Documents”), excluding any disclosures in such Sprint Filed SEC Documents contained in any risk factors section, any section related to forward-looking statements and other disclosures that are predictive, cautionary or forward-looking in nature, or except as disclosed in the disclosure letter delivered by Sprint to T-Mobile at or prior to the execution of this Agreement (the “Sprint Disclosure Letter”) and making reference to the particular subsection of this Agreement to which exception is being taken (provided that such disclosure shall be deemed to qualify that particular subsection and any other subsection of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure also qualifies such other subsection), Sprint represents and warrants to T-Mobile, Merger Sub, Merger Company and the DT Parties as follows:
Representations and Warranties of Sprint. Sprint represents and warrants to each of FT and DT as follows:
Representations and Warranties of Sprint. Sprint hereby represents and warrants to each Stockholder and each 13D Party as follows:
Representations and Warranties of Sprint. 11 Section 4.1 Organization and Authority; Non-Contravention 11 Section 4.2 No Conflicts 11 Section 4.3 Qualification 11 Section 4.4 Litigation 11 Section 4.5 No Brokers 12 ARTICLE V REPRESENTATIONS AND WARRANTIES OF SHENTEL 12 Section 5.1 Organization and Authority; Non-Contravention 12 Section 5.2 No Conflicts 12 Section 5.3 FCC Matters 13 Section 5.4 Compliance with Laws 15 Section 5.5 Shentel Entities 15 Section 5.6 Litigation 15 Section 5.7 Agreements, Contracts and Commitments 15 Section 5.8 Brokers 16 ARTICLE VI COVENANTS AND AGREEMENTS 17 Section 6.1 Covenants and Agreements 17 Section 6.2 Other Commercial Arrangements 19 Section 6.3 Notice of Certain Events 24 Section 6.4 Confidentiality 24 Section 6.5 Further Assurances 25 Section 6.6 Updated Schedules 25 Section 6.7 Due Diligence; Access to Employees 25 Section 6.8 Intentionally Omitted. 25 Section 6.9 Amendment of Certain Agreements 25 Section 6.10 Lease Terminations 25 Section 6.11 Intentionally Omitted. 25 Section 6.12 Intentionally Omitted. 25 ARTICLE VII CONDITIONS TO CLOSING 26 Section 7.1 Conditions to the Obligations of Shentel 26 Section 7.2 Conditions to the Obligations of Sprint 26 ARTICLE VIII TERMINATION 27 Section 8.1 Termination 27 Section 8.2 Effect of Termination 28 ARTICLE IX SURVIVAL AND INDEMNIFICATION 28 Section 9.1 Survival 28 Section 9.2 Indemnification by Shentel 29 Section 9.3 Indemnification by Sprint 29 Section 9.4 Remedies 29 ARTICLE X MISCELLANEOUS 30 Section 10.1 Assignment 30 Section 10.2 Notices 30 Section 10.3 Applicable Law 31 Section 10.4 Entire Agreement; Amendment and Waivers 31 Section 10.5 Counterparts 31 Section 10.6 Invalidity 32 Section 10.7 Headings 32 Section 10.8 Expenses 32 Section 10.9 Publicity 32 Section 10.10 No Third Party Beneficiaries 32 Section 10.11 Waiver of Jury Trial 32 Exhibits Exhibit A Spectrum Assignment Documentation Exhibit B Assignment and Assumption Agreement Exhibit C Termination of Amended and Restated Resale Agreement Exhibit D Termination of Intercarrier Roamer Service Agreement Exhibit E Form of Post-Closing Assignment and Assumption Agreement Exhibit F Network Services Agreement AMENDED AND RESTATED MASTER AGREEMENT THIS AMENDED AND RESTATED MASTER AGREEMENT by and between SprintCom, Inc., a Kansas corporation (“Sprint”), and Shenandoah Personal Communications, LLC, a Virginia limited liability company (“Shentel”), is made as of May 6, 2016, and amends and restates in its entirety that certain Master Agreement, dated as of A...
Representations and Warranties of Sprint. In order to induce Securityholder to enter into this Agreement and to consummate the transactions contemplated hereby, Sprint hereby represents and warrants to Securityholder, as of the date hereof, as of the First Closing Date and as of each Option Closing Date, as follows:
Representations and Warranties of Sprint. 15 Section 4.2. Representations and Warranties of T-Mobile, Merger Sub and Merger Company 40
