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<br /> be retained by the Transferring Entity at and following the execution and delivery of this instrument
<br /> and the consummation of the Initial Closing.
<br /> 3. Notwithstanding anything herein to the contrary, the Thrasher Retained Liabilities
<br /> relating to the Subject Sites are specifically excluded from the Thrasher Assumed Liabilities relating
<br /> to the Subject Sites and shall be retained by the Transferring Entity{and GTE) at and following the
<br /> execution and delivery of this instrument and the consummation of the Initial Closing.
<br /> 4. The Transferring Entity, from time to time after the date hereof, at the Company's
<br /> request, will execute, acknowIedge and deliver to the Company such other instruments of
<br /> conveyance, assignment and transfer and will take such other actions and execute and deliver such �
<br /> other documents, certifications and fuRher assurances as the Company may reasonably require in �
<br /> ordec to vest more effectively in the Company, or to put the Company more fully in possession of,
<br /> any of the Thrasher Contributed Assets relating to the Subject Sites, or#o better enable the Company
<br /> #o complete, perform or discharge any of the Thrasher Assumed Liabilities relating to the Subject
<br /> Sites.
<br /> 5. The Company hereby (a) accepts and acquires the Thrasher Contributed Assets
<br /> relating to the Subject Sites from the Transferring Entity and (b) agrees to undertake, assume,
<br /> perform, pay, satisfy and discharge, a.nd on the terms set forth in Article 10 of the Agreement hold
<br /> the Transferring Entity harmless from, the Thrasher Assumed Liabilities relating to the Subject Sites, .
<br /> as set forth and to the extent proved in the Agreement.
<br /> 6. Nothing in this instrument, expressed or implied, is intended or shall be construed to ,
<br /> confer upon or give to any person or entity, other than the Transfecrin$Entity and the Company and
<br /> • their respecrive successors and assigis, any remedy or ctaim under or by reason of this instrument or
<br /> any term, covenant or condition hereof, and all of the terms, covenants, conditions, promises and
<br /> agreements contained in this instrament shall be for the sole and exclusive benefit of the Transfeiring
<br /> Entity and the Company and their respective successors and assigns.
<br /> 7. Neither the malcing nor the acceptance of this instrument or any other instruments of
<br /> conveyance, assignment and transfer executed and delivered by Ehe Transferring Entity and the
<br /> Company in connection with the transactions contempiated by the Agreement shall (i) constitute a
<br /> waiver or release by any party of any liabilities, duties or obligations imposed upon a party by the
<br /> terms, conditions and provisions of the �ormation Agreement, including, without limitation, the
<br /> representations and warranties and other provisions which the Formation Agreement provides shall
<br /> survive the date hereof as limited by the survival periods stated therein or(ii)enlarge, extend, restrict,
<br />' limit or otherwise modify the terms, conditions and provisions of the Formation Agreement,
<br /> includin withont limitation the eriod of survival of the re resentations and warranties rovided
<br />, g, , P P P
<br /> for therein.
<br /> 8. This instrument is being executed by the Transfemng Entity and the Company and
<br /> shall be binding upon the Transfemng Entity and the Company,and their respective successors and
<br /> assigns, for the uses and purposes above set forth and referred to, and shall be effective as of the date
<br /> hereof.
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<br /> Global Contribution,Bill otSale,Assignmrnt and Assumptioa
<br /> ATL01l10663349v1 GTE VVircless of�he South Incorporatcd
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