Excluded Sites Sample Clauses

Excluded Sites. The Verizon Parties may elect, in their sole discretion, by written notice to Acquiror given at any time prior to the date that is five Business Days prior to the Initial Closing Date, to designate as an “Excluded Site” and exclude from the transactions contemplated by this Agreement (i) any Shared Site, (ii) any Casualty Site, (iii) any Taken Site, (iv) any Non-Compliant Site, (v) any Environmental Site, (vi) any Portfolio Sites subject to Transaction Revenue Sharing Payments and (vii) any other Site; provided, however, that the Verizon Parties may designate no more than 135 Excluded Sites pursuant to clause (vii) of this Section 4.3(b). In addition, (A) any Portfolio Site that is designated as a Non-Regional Listed Site, (B) any Site that Verizon and Acquiror agree in writing is Taken and (C) any Site designated by Verizon on Schedule 9 as being owned by a Verizon Contributor or Verizon Lessor that is less than a wholly owned Affiliate of Verizon, at least five Business Days prior to the Initial Closing Date, shall be deemed to be an Excluded Site at the Initial Closing. Upon the designation of a Site as an Excluded Site in accordance with this Agreement, all references to such Portfolio Site in the representations and warranties contained in this Agreement (other than Section 5.14) shall be deemed to have been deleted.
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Excluded Sites. The T-Mobile Parties may elect, in their sole discretion, by written notice to Crown given at any time prior to the Initial Closing Date, to exclude from the transactions contemplated by this Agreement, subject to Section 10.4, (i) any Casualty Site, (ii) any Non-Compliant Site, (iii) any Portfolio Sites subject to Transaction Revenue Sharing in accordance with Section 4.8, and (iv) any other Site (each such excluded Site, an “Excluded Site”); provided, however, that the T-Mobile Parties may designate no more than 50 Excluded Sites pursuant to clause (iv) of this Section 4.3(b). Crown may elect, to the extent permitted under and in accordance with Section 2.6, to exclude from the transactions contemplated by this Agreement the CA/NV Sites and designate such CA/NV Sites as Excluded Sites. Upon the designation of a Site as an Excluded Site in accordance with this Agreement, all references to such Site in the representations and warranties contained in this Agreement shall be deemed to have been deleted from and after the date of such designation.
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Excluded Sites. The T-Mobile Parties may elect, in their sole discretion, by written notice to Crown given at any time prior to the Initial Closing Date, to exclude from the transactions contemplated by this Agreement, subject to Section 10.4, (i) any Casualty Site, (ii) any Non-Compliant Site, (iii) any Portfolio Sites subject to Transaction Revenue Sharing in accordance with Section 4.8, and (iv) any other Site (each such excluded Site, an “Excluded Site”); provided, however, that the T-Mobile Parties may designate no more than 50 Excluded Sites pursuant to clause (iv) of this Section 4.3(b). Crown may elect, to the extent permitted under and in accordance with Section 2.6, to exclude from the transactions contemplated by this Agreement the CA/NV Sites and designate such CA/NV Sites as Excluded Sites. Upon the designation of a Site as an Excluded Site in accordance with this Agreement, all references to such Site in the representations and warranties contained in this Agreement shall be deemed to have been deleted from and after the date of such designation. (c) Cure; Excluded Sites. With respect to each Site subject to an Exception that has not been cured or waived, the T-Mobile Contributors and the T-Mobile SPE may, in their sole discretion, elect any of the following options to cure such Exception and, upon the taking of such action, such Exception shall be deemed to have been cured by T-Mobile Contributors: (i)
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Excluded Sites. The Cumulus Parties may elect, in their sole discretion, by written notice to the Buyer given at any time on or before the date five (5) Business Days after the end of the Due Diligence Period (or with respect to any such Portfolio Site that Buyer elects to designate as an Excluded Site pursuant to Section 8.16, within five (5) Business Days following Seller’s receipt of notice of such election by Buyer), to exclude from the transactions contemplated by this Agreement, (i) any Casualty Site, (ii) any Non-Compliant Site, (iii) any Sale Site subject to an Assignment Exception (including Special Zoning Sites) that has not been cured and (iv) any Sale Site which has a Tower Subtenant that is party to a Master Collocation Agreement, but only to the extent at least one, but less than all Sale Sites subject to such Master Collocation Agreement would otherwise be subject to the Initial Closing or any Subsequent Closing (any Portfolio Site excluded pursuant to this Section 4.3(a), a “Cumulus Excluded Site”).
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Excluded Sites. Notwithstanding the requirements of Article V, and to the extent the parties have agreed in Section 4.1.5 to consummate the transaction contemplated in this Agreement despite the existence of Excluded Sites, the Purchase Price shall be adjusted at Closing and thereafter in accordance with Section 4.1.5.
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Excluded Sites. Notwithstanding anything contained in this Agreement to the contrary, if any Site shall be affected by a Casualty or Condemnation that would give Buyer the right to terminate this Agreement, then Buyer shall have the right to designate the Site affected by such Casualty or Condemnation as an “Excluded Site” in a written notice delivered to Seller within ten (10) Business Days following receipt of written notice from Seller of the applicable Casualty or Condemnation. If Buyer designates any Site as an Excluded Site in accordance with this Section 3.7, then (a) this Agreement will terminate with respect to such Excluded Site only and such Excluded Site shall not be considered part of the Property for purposes of this Agreement (other than with respect to any Obligations Surviving Termination); (b) the Purchase Price shall be reduced by the amount of the Purchase Price allocated to such Excluded Site on Schedule A for such Excluded Site; (c) neither Seller nor Buyer shall have any liability hereunder with respect to such Excluded Property, except for any Obligations Surviving Termination; and (d) the parties shall proceed with the Closing on all of the Property (excluding such Excluded Site) under all of the other terms and provisions of this Agreement. Notwithstanding anything contained in this Section 3.7 to the contrary, in no event shall Buyer have the right to designate more than two (2) Sites as Excluded Sites.
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Related to Excluded Sites

  • Excluded Services All Coverage Types

  • 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 Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Included Services If any services, functions, or responsibilities not specifically described in this Agreement are an inherent, necessary, or customary part of the Services or are required for proper performance or provision of the Services in accordance with this Agreement, such services, functions, or responsibilities are deemed to be included within the scope of the Services to be delivered for the Charges, as if such services, functions, or responsibilities were specifically described in this Agreement.

  • 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 Costs The following items are considered general overhead items and shall not be billed to the District: 2.1.6.1 Salaries and other compensation of Developer’s personnel stationed at Developer’s principal office or offices other than the Project Field Office, except as specifically provided in Subparagraphs 2.1.3.2. and 2.1.3.4. 2.1.6.2 Expenses of Developer’s principal office and offices other than the Project Field Office. 2.1.6.3 Overhead and general expenses, except as may be expressly included in this Section 2. 2.1.6.4 Developer’s capital expenses, including interest on Developer’s capital employed for the Work. 2.1.6.5 Costs that would cause the Guaranteed Maximum Price (as adjusted by Change Order) to be exceeded.

  • Excluded Positions When a College temporarily assigns an employee to the duties and responsibilities of a position excluded from the provisions of this Collective Agreement, the employee's obligations to contribute to the regular monthly Union dues under Article 5.4 and his/her seniority shall continue during the period of such temporary assignment up to a maximum period of twelve

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • Excluded Securities The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities: (a) Equity Securities issued upon conversion of the Series Preferred; (b) any Equity Securities issued in connection with any stock split, stock dividend, stock distribution or recapitalization by the Company; (c) Equity Securities issued after the date of this Agreement to employees, officers or directors of, or consultants or advisors to the Company pursuant to stock purchase or stock option plans or other arrangements that either (1) exist as of the date of this Agreement and have been approved by the Board or (2) are approved after the date of this Agreement by the Board; (d) Equity Securities issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and Equity Securities issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements; (e) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by the Board, including the approval of a majority of the directors elected by the holders of the Series Preferred (the “Preferred Directors”); (f) any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial institution approved by the Board, including the approval of a majority of the Preferred Directors; (g) any Equity Securities issued to third-party service providers in exchange for or as partial consideration for services rendered to the Company approved by the Board; (h) any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation, (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided that such transactions are primarily for purposes other than raising capital and the terms of such business relationship with such entity have been approved by the Board, including the approval of a majority of the Preferred Directors; (i) any Equity Securities issued in connection with a Qualified Public Offering; and (j) any Series B Stock issued by the Company pursuant to the terms of the Purchase Agreement.

  • Excluded Collateral Notwithstanding the foregoing provisions of this ss.2, such grant of security interest shall not extend to, and the term "Collateral" shall not include, any chattel paper and general intangibles which are now or hereafter held by the Company as licensee, lessee or otherwise, to the extent that (i) such chattel paper and general intangibles are not assignable or capable of being encumbered as a matter of law or under the terms of the license, lease or other agreement applicable thereto (but solely to the extent that any such restriction shall be enforceable under applicable law), without the consent of the licensor or lessor thereof or other applicable party thereto and (ii) such consent has not been obtained; provided, however, that the foregoing grant of security interest shall extend to, and the term "Collateral" shall include, (1) any and all proceeds of such chattel paper and general intangibles to the extent that the assignment or encumbering of such proceeds is not so restricted and (2) upon any such licensor, lessor or other applicable party consent with respect to any such otherwise excluded chattel paper or general intangibles being obtained, thereafter such chattel paper or general intangibles as well as any and all proceeds thereof that might have theretofore have been excluded from such grant of a security interest and the term "Collateral."

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