Common use of Excluded Sites Clause in Contracts

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.

Excluded Sites. The Verizon AT&T 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 AT&T Parties may designate no more than 135 100 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) Site and any Site that Verizon AT&T 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 VerizonTaken, in each case at least five Business Days prior to the Initial Closing Date, and (B) any Portfolio Site deemed to be an Excluded Site pursuant to Section 9.19(b), 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 5.145.9(b) and Section 5.15) shall be deemed to have been deleted.

Excluded Sites. The Verizon T-Mobile Parties may elect, in their sole discretion, by written notice to Acquiror Crown 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 Agreement, subject to Section 10.4, (i) any Shared Site, (ii) any Casualty Site, (iii) any Taken Site, (ivii) any Non-Compliant Site, (v) any Environmental Site, (viiii) any Portfolio Sites subject to Transaction Revenue Sharing Payments in accordance with Section 4.8, and (viiiv) any other Site (each such excluded Site, an “Excluded Site”); provided, however, that the Verizon T-Mobile Parties may designate no more than 135 50 Excluded Sites pursuant to clause (viiiv) of this Section 4.3(b). In additionCrown may elect, (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 Dateextent permitted under and in accordance with Section 2.6, shall be deemed to be an exclude from the transactions contemplated by this Agreement the CA/NV Sites and designate such CA/NV Sites as Excluded Site at the Initial ClosingSites. 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.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)

Excluded Sites. The Verizon Parties may elect, Notwithstanding anything contained in their sole discretion, by written notice to Acquiror given at any time prior this Agreement to the date contrary, if any Site shall be affected by a Casualty or Condemnation that is five Business Days prior would give Buyer the right to terminate this Agreement, then Buyer shall have the Initial Closing Date, right to designate the Site affected by such Casualty or Condemnation as an “Excluded Site” and exclude from the transactions contemplated by this Agreement in a written notice delivered to Seller within ten (i10) 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 following receipt of written notice from Seller of the Initial Closing Date, shall be deemed to be an Excluded Site at the Initial Closingapplicable Casualty or Condemnation. Upon the designation of a If Buyer designates any Site as an Excluded Site in accordance with this AgreementSection 3.7, all references then (a) this Agreement will terminate with respect to such Portfolio Excluded Site in only and such Excluded Site shall not be considered part of the representations and warranties contained in Property for purposes of this Agreement (other than Section 5.14with respect to any Obligations Surviving Termination); (b) the Purchase Price shall be deemed 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 been deletedany 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.