Sprint - Nextel 2015 Annual Report Download - page 237

SECTION 3.2 Contingent Purchase Price . On the Final Settlement Date, the Buyer shall pay the Lessee Representative,
on behalf of the Lessees, in accordance with the Waterfall, the Contingent Purchase Price. In the event the Buyer does not have
sufficient Available Funds to pay the Contingent Purchase Price solely as a result of (i) Marketing Services Provider’s failure to
timely pay to the Buyer the Device Net Sale Proceeds in accordance with the Support Services Agreement or in respect of Marketing
Services Provider’s collection of Device Net Sale Proceeds occurring after the Final Settlement Date and/or (ii) Forward Purchaser’s
failure to timely pay to the Buyer all amounts due and owing under the Forward Purchase Agreement (the “ Insufficient Amount ”),
the Lessees hereby agree that the Contingent Purchase Price shall be reduced by the Insufficient Amount (so long as the Contingent
Purchase Price shall not be less than zero after giving effect to such reduction) and the Buyer shall transfer any claim it has to the
Insufficient Amount to the Lessee Representative and agrees to cooperate with Lessee Representative in connection with pursuing
any claim for the Insufficient Amount as reasonably requested by Lessee Representative from time to time.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1 Mutual Representations and Warranties . Each Lessee represents and warrants to the Buyer, and the
Buyer represents and warrants to the Lessees, as of the Lease Closing Date and as of the Amendment Closing Date, as follows:
(a) Power and Authority; Due Authorization . It (i) has all necessary power and authority to (A) execute and deliver
this Agreement and the other Transaction Documents to which it is a party in any capacity and (B) carry out the terms of and
perform its obligations under the Transaction Documents applicable to it and (ii) has duly authorized by all necessary
corporate or limited liability company action, as applicable, the execution, delivery and performance of this Agreement and
the other Transaction Documents to which it is a party.
(b) Binding Obligations . This Agreement constitutes, and each other Transaction Document to be signed by such
party when duly executed and delivered by it will constitute, a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.
(c) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction
Documents to which it is a party and the performance by it of the terms hereof and thereof will not (i) violate or result in a
default under (A) its articles or certificate of incorporation, memorandum and articles of association, by‑laws, certificate of
formation, limited liability company agreement, or other organizational documents, as applicable, or (B) any material
indenture or other material agreement or instrument binding on it, (ii) result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture,
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