Certain Procedures with Respect to Identifying and Curing Exceptions Sample Clauses

Certain Procedures with Respect to Identifying and Curing Exceptions. (a) From and after the date of this Agreement until the date that is 18 months after the Initial Closing Date (the “Final Closing Date”), the Parties shall coordinate and cooperate in good faith to identify and cure any and all Exceptions and to cause the conversion of any Managed Sites to Lease Sites or Assignable Sites, as applicable. Notwithstanding the foregoing, (i) Acquiror shall have principal responsibility for devising and implementing the strategy for curing any and all Exceptions (other than with respect to Consents to be obtained from AT&T Subsidiaries or with respect to the Tower Subtenants referred to in Section 4.2 of the AT&T Disclosure Letter); provided that the implementation of such strategy shall be subject to the prior written consent of AT&T, such consent not to be unreasonably withheld, delayed or conditioned, (ii) with respect to Consents to be obtained from AT&T Subsidiaries or the Tower Subtenants referred to in Section 4.2 of the AT&T Disclosure Letter, the Parties shall coordinate and cooperate in good faith to devise and implement the strategy for obtaining such Consents, (iii) Acquiror shall be permitted to unilaterally prepare and deliver (and re-deliver) Consent Agreements and receive Consents from and after the date of this Agreement (other than with respect to those Persons described in clause (ii) above, with respect to which the Parties shall coordinate and cooperate in good faith in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents), (iv) the AT&T Parties and their respective representatives shall not unilaterally prepare and deliver (and re-deliver) Consent Agreements or receive Consents, or otherwise unilaterally initiate contact with any Person for the purpose of discussing such Consent Agreements and Consents without the prior written consent of Acquiror, such consent not to be unreasonably withheld or delayed (it being understood that the AT&T Parties and their respective representatives shall participate in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents to and from those Persons referred to in clause (ii) above); provided, however, that the Parties and their respective representatives may receive unsolicited communications from any Person regarding any of the foregoing matters; and (v) Acquiror shall, in the case of each Authorization that requires only notice to be delivered to a Person, use commercially reasonable efforts to deliver a N...
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Certain Procedures with Respect to Identifying and Curing Exceptions. (a) Subject to Section 2.7(e), the T-Mobile Contributors and, after the Initial Closing Date, the T-Mobile SPEs shall use commercially reasonable efforts and shall cooperate in good faith with Crown and the Tower Operator to cause any Exceptions to be cured, in each case in accordance with Section 4.3(c) and as promptly as reasonably practicable. Crown and the Tower Operator shall have the right, at any time, to contact Ground Lessors, Tower Subtenants or any other Persons in connection with the transactions contemplated by this Agreement, including in order to identify any Exceptions, whether in person or by telephone, mail or other means of communication, and the T-Mobile Parties (for themselves and the T-Mobile SPEs) hereby authorize such contacts; provided that, prior to the Initial Closing, the T-Mobile Parties and Crown shall coordinate and cooperate in good faith with each other in communicating with Ground Lessors, and each Party shall, to the extent reasonably practicable, provide the other Party the opportunity to attend or participate in any such communications with Ground Lessors.
Sample 1
Certain Procedures with Respect to Identifying and Curing Exceptions. (a) From and after the Effective Date until the last Business Day of the month in which the first anniversary of the Initial Closing Date occurs (the “Final Closing Date”), the Parties shall coordinate and cooperate in good faith to identify and cure any and all Exceptions (except for those Exceptions related to Excluded Sites) and to cause the conversion of any Managed Sites to Assignable Sites; provided, however, that, notwithstanding the foregoing, from and after the Initial Closing, the Parties will not have any duty to identify any Exceptions. In furtherance of the foregoing: (i) SM shall have principal responsibility, at its sole cost and expense (except as otherwise provided in this Agreement), for devising and implementing the strategy for curing any and all Exceptions; (ii) SM shall be permitted to unilaterally prepare and deliver (and re-deliver) Consent Agreements and receive Consents from and after the Effective Date; and (iii) SM shall, in the case of each Authorization that requires only notice to be delivered to a Person, use commercially reasonable efforts to deliver a Notice to each such Person as promptly as reasonably practicable after the Effective Date. If Buyer or its Representatives receive communications from any Person regarding any of the foregoing matters or the transactions contemplated by this Agreement, Buyer and its Representatives: (A) shall direct any such Person to contact SM; and (B) may respond to any unsolicited communications that are non-written, but only if a Representative of SM is present (or otherwise to communicate to such Person that Buyer is unable to otherwise respond to such Person without SM present). Buyer shall exercise its rights under this Section 4.2(a) in a reasonable and good faith manner intended to not interfere with the business activities or relationships of the SM Group Members. In no event will SM agree to amend the terms of any Ground Lease to the extent it relates to a period after the Initial Closing Date in conjunction with obtaining a Consent Agreement without the prior written approval of Buyer, which approval will not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything to the contrary in this Agreement, SM will not be obligated to pay any consent fee or other amount to any Ground Lessor in order to obtain a Consent or cure an Exception under a Ground Lease unless the terms of the Ground Lease expressly require SM to make such payment.
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Certain Procedures with Respect to Identifying and Curing Exceptions. (a) As set forth in this Article 4, if the Buyer identifies an Assignment Exception from the items set forth in the Cumulus Disclosure Letter or otherwise discovers an Assignment Exception with respect to any Portfolio Site or any other matter causing a Portfolio Site to be a Special Zoning Site, Casualty Site or a Non-Compliant Site during the forty-five (45) day period following the delivery of the Cumulus Disclosure Letter in connection with the Signing Date (the “Due Diligence Period”), the Buyer or Seller will be entitled to treat such Portfolio Site (and all Included Property which relate to that Portfolio Site) as a Non-Assignable Site (each, a “Rejected Site”), subject to (i) Section 4.1(b)-(c) above, and (ii) Seller’s option to implement a cure of the Assignment Exception or such other matter to the reasonable satisfaction of the Buyer, as provided below. The Buyer will provide Seller with written notice of any Rejected Site (a “Rejection Notice”) prior to the expiration of the Due Diligence Period. Each Rejection Notice must set forth with reasonable detail the nature of the Assignment Exception or such other matter. Subject to Section 2.6(b), after the identification by the Buyer of any such Assignment Exception or such other matter, the Cumulus Parties and the Sale Site Subsidiary shall use commercially reasonable efforts and shall cooperate in good faith with the Buyer and the Tower Operator to cause any such Assignment Exceptions and such other matters to be cured in accordance with Section 4.3(b) and as promptly as reasonably practicable. If such Assignment Exception or such other matter with respect to such Portfolio Site is not cured prior to the Final Closing Date, such Portfolio Site shall be deemed an Excluded Site for all purposes hereunder.
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Related to Certain Procedures with Respect to Identifying and Curing Exceptions

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Action by Owners with Respect to Certain Matters The Owner Trustee shall not have the power, except upon the direction of the Owners, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.01 thereof or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners.

  • Certain Additional Matters (a) Any arbitration award shall be a bare award limited to a holding for or against a party and shall be without findings as to facts, issues or conclusions of law (including with respect to any matters relating to the validity or infringement of patents or patent applications) and shall be without a statement of the reasoning on which the award rests, but must be in adequate form so that a judgment of a court may be entered thereupon. Judgment upon any arbitration award hereunder may be entered in any court having jurisdiction thereof.

  • Prior Notice to Holders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

  • Audit Rights With Respect to Information Provided (a) Each Party, and their duly authorized representatives, shall have the right to conduct reasonable audits with respect to all information required to be provided to it by the other Parties under this Agreement. The Party conducting the audit (the “Auditing Party”) may adopt reasonable procedures and guidelines for conducting audits and the selection of audit representatives under this Section 7.8. The Auditing Party shall have the right to make copies of any records at its expense, subject to any restrictions imposed by applicable laws and to any confidentiality provisions set forth in the Separation Agreement, which are incorporated by reference herein. The Party being audited shall provide the Auditing Party’s representatives with reasonable access during normal business hours to its operations, computer systems and paper and electronic files, and provide workspace to its representatives. After any audit is completed, the Party being audited shall have the right to review a draft of the audit findings and to comment on those findings in writing within thirty business days after receiving such draft.

  • Duties with Respect to the Indenture The Servicer shall perform all its duties and the duties of the Issuer under the Indenture. In addition, the Servicer shall consult with the Owner Trustee as the Servicer deems appropriate regarding the duties of the Issuer under the Indenture. The Servicer shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture. The Servicer shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to the Indenture, including, without limitation, pursuant to Sections 2.7, 3.5, 3.6, 3.7, 3.9, 3.10, 3.17, 5.1, 5.4, 6.9, 7.3, 8.2, 9.2, 9.3, 11.1 and 11.15 of the Indenture.

  • Prior Notice with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction:

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