Excluded Lots Sample Clauses

Excluded Lots. Notwithstanding the foregoing to the contrary, any Lot subject to a lien, encumbrance, restriction or other title defect other than the Permitted Exceptions shall be deemed an "EXCLUDED LOT" and Optionor shall have ninety (90) days from receipt of written notice from Optionee describing such title defect within which to cure the same to Optionee's satisfaction and provide Optionee with notice of such cure. Once the title defect has been cured to Optionee's satisfaction within the above-described ninety (90) day period, such Lot shall no longer be deemed an Excluded Lot. If the title defect creating an Excluded Lot is not cured to Optionee's satisfaction within ninety (90) days from the date Optionor receives notice from Optionee of the title defect pertaining to the Excluded Lot, Optionor shall notify Optionee of its inability to cure the defect, and Optionee, within ten (10) Business Days following receipt of such notice from Optionor, shall elect either to (a) waive the title defect and acknowledge that the applicable Lot is no longer an Excluded Lot, or (b) renounce its right to acquire the Excluded Lot. If Optionee fails to either waive the title defect or renounce its right to acquire the Excluded Lot within such ten (10) Business Day period, Optionee shall be deemed to have elected to renounce its right to acquire the Excluded Lot. If Optionee renounces, or is deemed to have renounced, its right to acquire an Excluded Lot pursuant to the terms of this Section 4.3, then (i) such Excluded Lot shall no longer be subject to the Option and Optionor may thereafter sell such Excluded Lot(s) to third parties; (ii) Optionor shall immediately deliver to Optionee the portion of the Deposit allocable to such Excluded Lot, and (iii) such Excluded Lot shall be deemed a purchased Lot for purposes of calculating the cumulative number of purchased Lots under Section 1.3. For each Excluded Lot situated within a Project specified in Exhibit "E-2", the Future Land Profits and the Future Land Profits payable with respect to such Project shall be reduced by the Per Lot Future Land Profits for such Lot. Notwithstanding the foregoing to the contrary, and except as contemplated in this Agreement or permitted in this Agreement, neither Optionor nor any of Optionor's employees, contractors, agents, or representatives shall take any action, fail to take any required action, or willfully allow or consent to any action by another (Optionee and its employees, contractors, agents, ...
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Excluded Lots. 8.1.15 FAA................................................................... 6.1.5(b) FCC..................................................................... 1.1.1
Sample 1
Excluded Lots. Seller shall have the Transmitter Site and the ------------- lots near the Transmitter Site described on Schedule 1.2.9 (the "Excluded Lots") -------------- ------------- assessed as separate tax parcels, to be assessed for real estate tax purposes as one or more wholly independent tax lots, separate from each other and any adjoining land or improvements not constituting a part of such Transmitter Site or lot or lots. In any future sale, transfer, conveyance, grant, lease, license or grant of any use of, of any kind or nature, whether in whole or part, of any of the Excluded Lots by Seller to a third party purchaser, lessee, grantee, licensee, or user, as the case may be (each a "Third Party"), Seller shall ----------- inform each such Third Party of the use of the Transmitter Site as a radio transmitter site, and any deed, conveyance, grant deed, lease, license agreement, or easement made by Seller of any such Excluded Lot shall be subject to the right of Buyer, its successors and assigns to make use of the Transmitter Site as a radio transmitter site, and each such deed, conveyance, grant deed, lease, license agreement, or easement shall contain (i) a reservation by Seller excepting to such use of the Transmitter Site, (ii) a covenant from such Third Party not to disturb or interfere with such use, including but not limited to the presence of the tower on the Transmitter Site, the underground grounding system, any antenna pattern and power current as of the date of such sale, and (iii) a release by Third Party of Buyer, its successors and assigns from any loss or claim arising out of or in connection with such use, which reservation and covenant shall by their express terms run with the land. Seller shall include in the deed from Seller to Buyer hereunder of the Transmitter Site a covenant of Seller, its successors and assigns to comply with the terms of this Section 8.1.15. --------------
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Related to Excluded Lots

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Excluded Items Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller agree that each Acquired Companies Acquisition shall exclude those items listed on Schedule 7.12 to the applicable Acquired Companies Annex (in each case, the “Excluded Items”). Seller shall retain all benefits and liabilities with respect to the Excluded Items, and Seller shall, prior to the Closing Date, use Commercially Reasonable Efforts to cause the applicable Acquired Companies to distribute, transfer or assign, in each case effective as of or prior to the Closing, each Excluded Item to Seller or a non-Acquired Company Affiliate of Seller. Purchaser acknowledges that the inability of Seller to have any Excluded Item distributed, transferred or assigned, in each case effective as of or prior to the Closing, from any applicable Acquired Company for any reason shall not delay the applicable Closing, and any Excluded Item that Seller is unable to so distribute, transfer or assign by the applicable Closing shall be referred to as a “Non-Transferred Excluded Item.” After the applicable Closing Date with respect to each Non-Transferred Excluded Item, Purchaser shall, at Seller’s expense, use Commercially Reasonable Efforts to cause any Person under its control with knowledge of relevant facts pertaining to any Non-Transferred Excluded Item to provide assistance to Seller as reasonably requested by Seller to cause the transfer of each Non-Transferred Excluded Item following the applicable Closing Date to Seller or a non-Acquired Company Affiliate of Seller and, pending such transfer, to optimize the value of each Non-Transferred Excluded Item. If any payment is received by an applicable Acquired Company, or any other value is received by an applicable Acquired Company as a result of its ownership of a Non-Transferred Excluded Item following the applicable Closing Date, then Purchaser will cause the applicable Acquired Company to pay over such payment or an equivalent amount equal to such value received to Seller or a non-Acquired Company Affiliate of Seller.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Excluded Contracts All of Seller's right, title and interest in, to and under the Contracts listed on Schedule 1.2(b) attached hereto (the "Excluded Contracts");

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

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