Assignment by Licensee. Licensee may assign the FCC License to any entity that is eligible under FCC Rules to hold the FCC License, who is reasonably acceptable to Clearwire and who assumes Licensee's prospective obligations under this Agreement, whereupon Licensee shall be forever relieved of such prospective obligations. If FCC consent to the assignment of the De facto Transfer Authorization is required for the rights of Licensee hereunder to be assigned to such proposed assignee, the Parties shall promptly join with the proposed assignee in seeking such consent and shall cooperate in prosecuting such consent application. Clearwire and Licensee agree that it is reasonable for Clearwire to reject a proposed assignee where the proposed assignee or its affiliate competes with Clearwire's offering over EBS or BRS spectrum. In the event that Licensee desires to assign its FCC License to another entity, Licensee shall inform Clearwire in writing of the identity of such entity and within twenty (20) days of such notice Clearwire shall inform Licensee in writing of whether Clearwire consents to such assignment or refuses to consent to such assignment and, if it refuses, the reason(s) it is relying upon for such refusal. Notwithstanding the foregoing, Licensee may, without the prior consent of Clearwire: (1) assign any of its rights under this Agreement as collateral and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Licensee's affiliates controlled by or under common control with Licensee.
Appears in 3 contracts
Sources: Master Royalty and Use Agreement, Master Royalty and Use Agreement (Clearwire Corp), Master Royalty and Use Agreement (Clearwire Corp)