Common use of Items Excluded from Transaction Clause in Contracts

Items Excluded from Transaction. (a) Except for the Post-Closing Liabilities, none of Acquiror, the Tower Operator or any of their respective Affiliates shall assume any Liabilities of the AT&T Parties, the AT&T Contributors, the AT&T Newcos or the Sale Site Subsidiaries as of the Initial Closing. (b) Notwithstanding anything to the contrary contained herein, as a result of the consummation of the transactions contemplated by this Agreement, neither Acquiror nor the Tower Operator shall lease, acquire or have any rights with respect to, or obligations to the extent relating to, (i) the Excluded Assets, the Excluded Liabilities or the Pre-Closing Liabilities, and (ii) any and all rights or obligations that accrue or shall accrue to the AT&T Contributors or the AT&T Newcos or any of their respective Affiliates under this Agreement or any Collateral Agreement, and none of Acquiror, Tower Operator or, after the Initial Closing, the Sale Site Subsidiaries, shall be liable as between the Parties for any Excluded Liabilities and Pre-Closing Liabilities.

Items Excluded from Transaction. (a) Except for the Post-Closing Liabilities, none of Acquiror, the Tower Operator or any of their respective Affiliates shall assume any Liabilities of the AT&T Verizon Parties, the AT&T Contributors, the AT&T Newcos Verizon Lessors or the Sale Site Subsidiaries as of the Initial Closing. (b) Notwithstanding anything to the contrary contained herein, as a result of the consummation of the transactions contemplated by this Agreement, neither Acquiror nor the Tower Operator shall lease, acquire or have any rights with respect to, or obligations to the extent relating to, (i) the Excluded Assets, the Excluded Liabilities or the Pre-Closing Liabilities, and (ii) any and all rights or obligations that accrue or shall accrue to the AT&T Verizon Contributors or the AT&T Newcos Verizon Lessors or any of their respective Affiliates under this Agreement or any Collateral Agreement, and none of Acquiror, Tower Operator oror their respective Affiliates (including, after the Initial Closing, the Sale Site Subsidiaries), shall be liable as between the Parties for any Excluded Liabilities and or Pre-Closing Liabilities.