Rejected Sites Sample Clauses

Rejected Sites. (a) At least 15 days prior to Closing, CCIC and Buyer shall provide notice to Powertel and Sellers as to whether Buyer desires to purchase any Assets that are Defective Sites or Incomplete Sites; any such sites which Buyer desires to purchase shall be deemed to be Accepted Sites and shall be deemed to be removed from Schedule 1.2 or 1.3, as the case may be, and added to Schedule 1.1, and the Closing Certificate may be modified by Powertel and Sellers to qualify or omit the representations and warranties of Powertel and the Sellers with respect to the applicable Defect with no adjustment to the Purchase Price. Such sites shall be transferred and conveyed at the Closing subject to both the Defect and the Permitted Encumbrances. (Notwithstanding any notice to Powertel and Sellers that Buyer desires to purchase any Assets that are Defective Sites or Incomplete Sites, for a period of five days after its receipt of such notice, Powertel and Sellers shall have the right to notify CCIC and Buyer that they have elected to not sell a site (i) which contains, or which Powertel and Sellers reasonably believe may contain, an Environmental Condition that Powertel and Sellers desire to correct at their cost, or (ii) in the case of a failure to obtain a Required Consent or other material consent or otherwise if in Powertel's and Sellers' reasonable judgment such Defect would adversely affect under the Master Lease Powertel's or Sellers' use, occupancy or operation of the Defective Site in any material way; any such site not sold shall be deemed to be a Rejected Site. CCIC and Buyer shall have the right to dispute in good faith an election by Powertel and Sellers to not sell a site for one of such reasons and to invoke the procedures described in Section 10.2 of this Agreement.) (b) Immediately prior to Closing, all Defective Sites and Incomplete Sites which are not being sold to Buyer pursuant to Section 2.11(a) shall be designated as rejected sites (the "Rejected Sites") and shall be removed from Schedules 1.2 and 1.3 and placed on Schedule 2.11, and the Purchase Price shall be adjusted as provided in Section 3.2. (c) At least 15 days prior to the Closing Date, Powertel and Sellers shall deliver to CCIC and Buyer, a list of those Assets (identified by Tower Site) set forth on Schedules 1.1, 1.2 or 1.3 with respect to which Powertel and Sellers are unable to make one or more of the representations and warranties set forth in Section 6.2 or are unable to obtain a Required ...
Sample 1
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Rejected Sites. Purchaser identified Sites #326, #1084, #1338 and #1356 as Rejected Sites. Purchaser stated the Inspection Defect for Sites #326, #1084, and #1356 to be “insufficient dealer security under Land Contract.” Purchaser stated the Inspection Defect for Site #1338 to be “Land Contract has matured and dealer is in default. Potential claim asserted by attorney for dealer.” Notwithstanding anything to the contrary in the Asset Purchase Agreement (including but not limited to the Seller’s right to cure Inspection Defects set forth in section 1.4(a)), (i) the Asset Purchase Agreement is hereby amended to exclude all Assets associated with Sites #326, #1084, #1338 and #1356; and (ii) the purchase prices allocated to Sites #326, #1084, #1338 and #1356 on Schedule 1.3(a) shall be reduced to $0.00 (an aggregate $8,810,848 reduction) resulting in a corresponding $8,810.848 reduction of the total Purchase Price set forth in Section 1.3(a) and an aggregate reduction of $6,743,702 to the amount allocated to Land Contracts/Promissory Note on Schedule 1.3(d) and an aggregate reduction of $2,067,145 to the amount allocated to Supply Contracts on Schedule 1.3(d).
Sample 1
Rejected Sites. The parties hereto acknowledge and agree that the -------------- following Tower Sites are Rejected Sites under the Agreement: (i) Pine Mountain (I-GA-072-0008); (ii) Greenway (A-GA-060-0023); (iii) U.S. 278 (J-GA-025-998); (iv) Prattville (B-AL-001-149); (v) Shiloh (N0581); (vi) Heck Road (AN0017A); and (vii) Temple (AS0329C).
Sample 1
Rejected Sites. If any Site proposed by Consultant for the Construction of a Restaurant is rejected by Owner, such Site may be developed, owned and operated by Consultant, an Affiliate of Consultant or a franchisee of an Affiliate of Consultant, notwithstanding any provision of this Agreement, the Development Agreement or the Management Agreement. If any Site proposed by Owner for the Construction of a Restaurant is rejected by Consultant, such Site shall not be developed as a Restaurant.
Sample 1
Rejected Sites. At Closing, the aggregate value of the Sites and Supply Sites transferred shall constitute at least 70% of the Purchase Price allocated to the Sites and Supply Sites on Schedule 1.3(a).
Sample 1

Related to Rejected Sites

  • Contracted Services PPG and Member Physicians shall render Contracted Services which are not PPG Capitated Services to Members covered under this Addendum B and shall be compensated on a fee-for-service basis at the rates set forth in Addendum E. PPG shall submit claims in accordance with the terms of this Agreement and State and federal law.

  • Rejected Items; Abandonment (a) The Contractor may deliver, cause to be delivered, or, in any other way, bring or cause to be brought, to any State premises or other destination, Goods, as samples or otherwise, and other supplies, materials, equipment or other tangible personal property. The State may, by written notice and in accordance with the terms and conditions of the Contract, direct the Contractor to remove any or all such Goods (“the “Rejected Goods”) and any or all other supplies, materials, equipment or other tangible personal property (collectively, the “Contractor Property”) from and out of State premises and any other location which the State manages, leases or controls. The Contractor shall remove the Rejected Goods and the Contractor Property in accordance with the terms and conditions of the written notice. Failure to remove the Rejected Goods or the Contractor Property in accordance with the terms and conditions of the written notice shall mean, for itself and all Contractor Parties, that: (1) they have voluntarily, intentionally, unconditionally, unequivocally and absolutely abandoned and left unclaimed the Rejected Goods and Contractor Property and relinquished all ownership, title, licenses, rights, possession and interest of, in and to (collectively, “Title”) the Rejected Goods and Contractor Property with the specific and express intent of (A) terminating all of their Title to the Rejected Goods and Contractor Property, (B) vesting Title to the Rejected Goods and Contractor Property in the State of Connecticut and (C) not ever reclaiming Title or any future rights of any type in and to the Rejected Goods and Contractor Property; (2) there is no ignorance, inadvertence or unawareness to mitigate against the intent to abandon the Rejected Goods or Contractor Property; (3) they vest authority, without any further act required on their part or the State’s part, in the Client Agency and the State to use or dispose of the Rejected Goods and Contractor Property, in the State’s sole discretion, as if the Rejected Goods and Contractor Property were the State’s own property and in accordance with law, without incurring any liability or obligation to the Contractor or any other party; (4) if the State incurs any costs or expenses in connection with disposing of the Rejected Goods and Contractor Property, including, but not limited to, advertising, moving or storing the Rejected Goods and Contractor Property, auction and other activities, the State shall invoice the Contractor for all such cost and expenses and the Contractor shall reimburse the State no later than thirty (30) days after the date of invoice; and (5) they do remise, release and forever discharge the State and its employees, departments, commissions, boards, bureaus, agencies, instrumentalities or political subdivisions and their respective successors, heirs, executors and assigns (collectively, the “State and Its Agents”) of and from all Claims which they and their respective successors or assigns, jointly or severally, ever had, now have or will have against the State and Its Agents arising from the use or disposition of the Rejected Goods and Contractor Property. (b) The Contractor shall secure from each Contractor Party, such document or instrument as necessary or appropriate as will vest in the Contractor plenary authority to bind the Contractor Parties to the full extent necessary or appropriate to give full effect to all of the terms and conditions of this section. The Contractor shall provide, no later than fifteen (15) days after receiving a request from the State, such information as the State may require to evidence, in the State’s sole determination, compliance with this section.

  • Interconnection Customer Payments Not Taxable The Parties intend that all payments or property transfers made by the Interconnection Customer to the Participating TO for the installation of the Participating TO's Interconnection Facilities and the Network Upgrades shall be non-taxable, either as contributions to capital, or as a refundable advance, in accordance with the Internal Revenue Code and any applicable state income tax laws and shall not be taxable as contributions in aid of construction or otherwise under the Internal Revenue Code and any applicable state income tax laws.

  • REPAIRED OR REPLACED PARTS / COMPONENTS Where the Contractor is required to repair, replace or substitute Product or parts or components of the Product under the Contract, the repaired, replaced or substituted Products shall be subject to all terms and conditions for new parts and components set forth in the Contract including Warranties, as set forth in the Additional Warranties Clause herein. Replaced or repaired Product or parts and components of such Product shall be new and shall, if available, be replaced by the original manufacturer’s component or part. Remanufactured parts or components meeting new Product standards may be permitted by the Commissioner or Authorized User. Before installation, all proposed substitutes for the original manufacturer’s installed parts or components must be approved by the Authorized User. The part or component shall be equal to or of better quality than the original part or component being replaced.

  • System Upgrade Facilities and System Deliverability Upgrades Connecting Transmission Owner shall design, procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto. The responsibility of the Developer for costs related to System Upgrade Facilities and System Deliverability Upgrades shall be determined in accordance with the provisions of Attachment S to the NYISO OATT.

  • Product Claims The parties acknowledge that NCR Voyix, not Apple, is responsible for addressing any claims you or any third party relating to the Software or your possession and/or use of the Software, including, but not limited to: (a) product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

  • Interconnection Customer Drawings Within one hundred twenty (120) days after the date of Initial Operation, unless the Interconnection Parties agree on another mutually acceptable deadline, the Interconnection Customer shall deliver to the Transmission Provider and the Interconnected Transmission Owner final, “as-built” drawings, information and documents regarding the Customer Interconnection Facilities, including, as and to the extent applicable: a one-line diagram, a site plan showing the Customer Facility and the Customer Interconnection Facilities, plan and elevation drawings showing the layout of the Customer Interconnection Facilities, a relay functional diagram, relaying AC and DC schematic wiring diagrams and relay settings for all facilities associated with the Interconnection Customer's step-up transformers, the facilities connecting the Customer Facility to the step-up transformers and the Customer Interconnection Facilities, and the impedances (determined by factory tests) for the associated step-up transformers and the Customer Facility. As applicable, the Interconnection Customer shall provide Transmission Provider and the Interconnected Transmission Owner specifications for the excitation system, automatic voltage regulator, Customer Facility control and protection settings, transformer tap settings, and communications.

  • Cost Responsibility for Interconnection Facilities and Distribution Upgrades 4.1 Interconnection Facilities 4.2 Distribution Upgrades

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

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