AT&T Newco(s) definition
Examples of AT&T Newco(s) in a sentence
Tower Operator, AT&T Inc., a Delaware corporation, the Sale Site Subsidiaries, Crown Castle International Corp., a Delaware corporation, and the AT&T Newcos are parties to that certain Master Agreement, dated as of October 18, 2013 (as amended, modified and supplemented from time to time, the “Master Agreement”).
Immediately prior to the Initial Closing, each of the AT&T Newcos and the Sale Site Subsidiaries shall be Solvent.
All Transfer Taxes imposed as a result of the sale of the Sale Sites (or, as applicable, the interests in the Sale Sites held by the AT&T Contributors and the AT&T Newcos) pursuant to this Agreement shall be borne equally by the AT&T Contributors, on the one hand, and Tower Operator, on the other hand.
In the event that the AT&T Parties approve the incurrence of such costs and expenses, the AT&T Parties or the AT&T Newcos shall be responsible for reimbursing, and shall promptly (but in any event no later than 10 Business Days following request with reasonable detail therefor) reimburse, Acquiror and the Tower Operator for all commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with any efforts to avoid any Taken Site being Taken.
The AT&T Parties shall not, nor shall they permit any of their Affiliates, including the AT&T Newcos, to, use any Name, phrase or logo incorporating “Crown Castle” or such corporate design logo or its color scheme in or on any of its literature, sales materials, agreements or products or otherwise in connection with the sale of any products or services or in the operation of the Sites.
In no event shall the AT&T Parties or the AT&T Newcos be required to indemnify the Acquiror Indemnified Parties under Section 11.1(a)(i) or Section 11.1(b)(i), taken together, for more than $242,500,000 in the aggregate (the “Cap”).
It is intended that, solely for United States federal (and other applicable) income Tax purposes, Acquiror will be treated as purchasing the Sale Sites (or, as applicable, the interests in the Sale Sites held by the AT&T Contributors and the AT&T Newcos) pursuant to this Agreement on the Initial Closing Date, and each of Acquiror, AT&T and their Affiliates will file all Tax Returns consistent with such treatment.
From time to time, whether before, at or after the applicable Closing Date, each of the AT&T Parties, the AT&T Newcos and the Sale Site Subsidiaries and Acquiror and the Tower Operator shall execute and deliver such further instruments of conveyance and assignment and take such other reasonable actions as may be necessary, proper or advisable to carry out the purposes and intent of this Agreement and the transactions contemplated by this Agreement and the Collateral Agreements.
AT&T is not entering into this Agreement or the Collateral Agreements with the intent to hinder, delay or defraud either present or future creditors of AT&T, the AT&T Parties, the AT&T Newcos or the Sale Site Subsidiaries.
Until the Final Closing Date, the AT&T Parties and the AT&T Newcos shall use commercially reasonable efforts to provide Acquiror, the Tower Operator and the Sale Site Subsidiaries, as applicable, with such assistance as may be reasonably requested by Acquiror, the Tower Operator or the Sale Site Subsidiaries, as applicable, from time to time with respect to any efforts to cure the circumstances causing any Site to be a Special Zoning Site.