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. 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.
Sample 1
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”).
Sample 1
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”).
Sample 1

Related to Excluded Sites

  • Excluded Services Orders for the following services will not count towards calculation of expenditure against the Commitment Value:

  • 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 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 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:

  • Excluded Securities The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

  • 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."

  • 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).

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