Agmt07 Nextel of California, Inc.- Frequency reconfiguaration Agmt

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CONFIDENTIAL 9. Closim! Conditions: Performance of each Party's Closing obligations is subject to satisfaction of the following conditions (except to the extent expressly waived in writing by the other Party): (a) the continued truth and accuracy of the other Party's representations and warranties set forth in this Agreement; (b) all of the covenants of the other Party described in this Agreement are performed in all material respects; and (c) execution and delivery by the other Party of Closing documents as well as any other Closing instruments and documents either Party or its counsel may reasonably request. fucumbent will execute and deliver to Nextel a closing certification required by the Transition Administrator ("Completion Certification") . (d) The Parties will cooperate in good faith and exercise their reasonable best efforts to finalize and execute these instruments and documents on or prior to the Closing Date in order to effect the Reconfiguration contemplated. 10. Review Riehts: fu order to enable the Transition Administrator to comply with its audit obligations under the Order, fucumbent agrees to maintain records and other supporting evidence related to the costs that fucumbent has expended in connection with the Reconfiguration contemplated by this Agreement and that Nextel has paid or will pay to fucumbent pursuant to this Agreement. fucumbent agrees to maintain such records and make them reasonably available to the Transition Administrator for review or reproduction until eighteen (18) months after the date of fucumbent's executed Completion Certification required by this Agreement or for a longer period if fucumbent, for its own purposes, retains such records for a longer period of time. As used in this provision, "records" includes books, documents, accounting procedures and practices and other data regardless of type and regardless of whether such items are in written form, in the form of computer data or in any other form. 11. Excluded Assets: No Assumption of Liabilities: Nothing in this Agreement should be construed as a transfer or assignment from either Party to the other Party of any assets (including FCC licenses) except as expressly set forth in this Agreement. Other than as expressly provided in this Agreement, neither Party is obligated to assign and transfer to the other any asset, tangible or intangible, nor is either Party entitled to assume any asset, tangible or intangible. Neither Party is assuming, nor is either Party responsible for, any liabilities or obligations of the other Party arising out of or in connection with the other Party's licenses (or related systems and facilities) that are the subject of this Agreement. 12. Confidentiality: The terms of this Agreement, any information marked Confidential or Proprietary by Nextel ("Confidential fuformation") disclosed in connection with this Agreement (whether before or after the Effective Date, including during any negotiations or any mediation related to such negotiations or the Agreement), and any proprietary, non-public information regarding the fucumbent Frequencies, Replacement Frequencies, Nextel's business and fucumbent's business must be kept confidential by the Parties and their employees, shareholders, agents, attorneys and accountants (collectively, "Agents"), which confidentiality will survive the Closing or termination of this Agreement for a period of two (2) years. The Parties may make disclosures as required by law, to the Transition Administrator and to a Vendor (but only to the extent that such disclosure specifically relates to that Vendor's work and costs under this Agreement (as identified on Schedule C)) as required to perform obligations under this Agreement, provided, however, that each Party will cause all of its Agents to honor the provisions of this Section. Notwithstanding anything contained herein to the contrary, fucumbent is a Municipal Corporation of the State of California and is, therefore, subject to the California Public Records Act (the "Act"), California Government Code Sections 6250 et seq. Any Confidential Page 5 of 15 Final Version November 10, 2006