PCS Partner definition
Examples of PCS Partner in a sentence
On each Contribution Date, each PCS Partner will contribute (by wire transfer of immediately available funds to an account designated by Sprint PCS GP) its pro rata portion of any PCS Contribution based on its PCS Interest on the date of such contribution.
Any failure of a PCS Partner to fund its pro rata share of the PCS Contributions (which obligation shall be deemed a material covenant for all purposes hereunder) will give rise to a remedy of the other parties for breach of this Agreement, but will not trigger an "Adverse Act" or other remedies under the PCS Partnership Agreement.
Until the termination of this Agreement, (i) each of the PCS Partners agrees that the provisions of Section 5.8 of the PCS Partnership Agreement shall be suspended and (ii) none of the PCS Partners will take any action to implement the determination of Net Equity (as defined in the Partnership Agreement) of each PCS Partner pursuant to Section 14.7 of the Partnership Agreement, or take any other action that would cause a Liquidating Event (as defined in the Partnership Agreement).
All reasonable expenses incurred by Sprint while acting in its capacity as tax matters partner of Sprint PCS GP and its Subsidiaries shall be paid or reimbursed by each Parent pro rata based on the PCS Percentage Interest of its PCS Partner immediately prior to Closing, and in its capacity as tax matters partner of PhillieCo GP shall be paid or reimbursed by Sprint, TCI and Cox based on the respective percentage interests of the PhillieCo Partners in PhillieCo GP immediately prior to Closing.
Any waiting period applicable to the transactions contemplated by this Agreement under the HSR Act shall have expired or termination thereof shall have been granted, and all consents required from the Federal Communications Commission shall have been granted, in each case without any material limitation, restriction, requirement or condition on Sprint PCS, any HoldCo Entity, any PCS Partner or on any Parent or any of its Subsidiaries.