TRANSFER OF NEXTWAVE DEBTORS' ASSETS Sample Clauses

TRANSFER OF NEXTWAVE DEBTORS' ASSETS. Pursuant to the Plan, the radio spectrum licenses (the "Licenses") issued by the FCC to the NextWave Debtors, and substantially all of the other assets of the NextWave Debtors (other than any assets identified in writing by Nextel prior to the closing as to be retained by the NextWave Debtors), would be transferred directly to Nextel or one or more of its subsidiaries identified by Nextel in its transfer application relating to the Licenses and approved by the FCC as the holder(s) of the Licenses (the "Subsidiaries"). Although Nextel acknowledges that it has made no formal request for any required rule or regulation waivers and that this Term Sheet does not constitute such a waiver or waivers, the transactions contemplated hereby would involve a waiver of 47 C.F.R. sec. 24.839(a) (I.E., the Designated Entity-only five-year holding period rule) and any other rule, including, without limitation, the "unjust enrichment" rules codified at 47 C.F.R. sec. 1.2111, necessary to ensure the lawful transfer of the Licenses to Nextel or its Subsidiaries and the lawful use and operation of the Licenses by Nextel or its Subsidiaries, and the staff of the FCC confirms that, upon receipt of such request, it will recommend that the FCC grant such waiver or waivers in order to implement the transactions contemplated hereby. Nextel acknowledges that the FCC's grant of such waivers would be based upon consideration of and qualification under the FCC's rules and regulations regarding waivers and that such waivers, the Licenses and control thereof will not be assignable or transferable to any party other than Nextel or its Subsidiaries. The transactions contemplated by this Term Sheet will not be subject to any condition subsequent relating to Nextel obtaining the financing required to implement the Plan.
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Related to TRANSFER OF NEXTWAVE DEBTORS' ASSETS

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of Technology Upon AVENTIS' request, GENTA shall promptly disclose to AVENTIS such of the GENTA TECHNOLOGY as AVENTIS determines is reasonably necessary for AVENTIS to perform its obligations or exercise its rights under this AGREEMENT. The manner of such disclosure shall be as mutually determined by the Parties in good faith and shall be at no additional cost to AVENTIS.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

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