MCE Systems Sample Clauses

MCE Systems. (a) Notwithstanding anything to the contrary contained herein, if any MCE System has not been finally determined to be wholly owned by Seller or its wholly owned Subsidiaries (it being understood that, for purposes of this Section 2.7(a), if Seller has the right to cause the transfer of good and marketable title to the Assets of any MCE System (free and clear of all Encumbrances other than Permitted Encumbrances) to Buyer (or has otherwise arranged for such transfer to occur at the Closing to the reasonable satisfaction of Buyer), such Disputed MCE System shall be deemed to be wholly owned by Seller) or has been finally determined to be so owned but as to which there has not been an MCE Discharge as of the date on which the Seller’s Statements are delivered under Section 2.6(a) (each such MCE System, a “Disputed MCE System”), then (i) the geographical areas serviced by such Disputed MCE System shall be deemed not to be listed on Schedule A of the Seller Disclosure Schedule and such Disputed MCE System shall be deemed not to be included in the Group 2 Business or otherwise Related to the Group 2 Business or the Acquired Business, (ii) any Assets, Liabilities or Employees that would, but for clause (i) above, have been Transferred Assets, Assumed Liabilities or Transferred Employees shall be deemed not to be Transferred Assets, Assumed Liabilities or Transferred Employees, respectively, (iii) the Closing shall be effected without such Disputed MCE System, (iv) the Purchase Price (before adjustment under Section 2.6) shall be reduced by an aggregate amount equal to the product of (A) the MCE Purchase Price multiplied by (B) the quotient obtained by dividing (1) the aggregate number of Basic Subscribers served by all such Disputed MCE Systems as of December 31, 2004 by (2) the aggregate number of Basic Subscribers served by all MCE Systems as of December 31, 2004, such reduction to be applied solely to the Purchase Shares (where each Purchase Share is valued at the Per Share Value of the Purchase Shares) (the amount of such Purchase Share reduction with respect to each such Disputed MCE System, the “Initial MCE Purchase Price”), (v) the Seller’s Statement delivered in respect of the Group 2 Business shall be prepared to reflect the foregoing and (vi) with respect to the Disputed MCE Systems, the determination of the Closing Adjustment Amount (calculated as to each such Disputed MCE System separately as if it were its own Specified Business and assuming the Net...
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Related to MCE Systems

  • Drainage Systems (1) Clear culvert inlets, outlets, and sediment catching basins. (2) Maintain waterbars, drainage dips, and other water diversion measures. (3) During active use, patrol and maintain functional drainage. (4) Repair damaged culvert ends.

  • Installation Services The Bitstream 2a Service includes a Standard Install as set out below (in each case to the extent that the relevant provisioning works are not already complete for the relevant Service Order).1

  • NETWORK INTERCONNECTION METHODS 3.1 The Interconnection provided herein may not be used solely for the purpose of originating a Party’s own interexchange traffic.

  • Interconnection Customer Provided Services The services provided by Interconnection Customer under this LGIA are set forth in Article 9.6 and Article 13.5. 1. Interconnection Customer shall be paid for such services in accordance with Article 11.6.

  • Utility Services Company agrees to pay the full cost and expense associated with its use of all utilities, including but not limited to water, sanitary sewer, electric, storm drainage, and telecommunication services.

  • Construction Services 4,500 thousand SDR for Japan Post in Group A 15,000 thousand SDR for all other entities in Group A 4,500 thousand SDR for entities in Group B Architectural, engineering and other technical services covered by this Agreement: 450 thousand SDR

  • Network Interconnection Architecture Each Party will plan, design, construct and maintain the facilities within their respective systems as are necessary and proper for the provision of traffic covered by this Agreement. These facilities include but are not limited to, a sufficient number of trunks to the point of interconnection with the tandem company, and sufficient interoffice and interexchange facilities and trunks between its own central offices to adequately handle traffic between all central offices within the service areas at a P.01 grade of service or better. The provisioning and engineering of such services and facilities will comply with generally accepted industry methods and practices, and will observe the rules and regulations of the lawfully established tariffs applicable to the services provided.

  • Network Interface Device 4.1 The NID is defined as any means of interconnection of end-user customer premises wiring to BellSouth’s distribution plant, such as a cross-connect device used for that purpose. The NID is a single-line termination device or that portion of a multiple-line termination device required to terminate a single line or circuit at the premises. The NID features two independent xxxxxxxx or divisions that separate the service provider’s network from the End User’s on-premises wiring. Each chamber or division contains the appropriate connection points or posts to which the service provider and the End User each make their connections. The NID provides a protective ground connection and is capable of terminating cables such as twisted pair cable. 4.1.1 BellSouth shall permit Al-Call to connect Al-Call ’s loop facilities to on-premises wiring through the BellSouth NID or at any other technically feasible point.

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  • Supported Wage System The Supported Wage provisions are set out in Schedule E – Supported Wage System.

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