Shared Sites. If a Site is designated as a Shared Site on the Closing Site List and is not designated as an Excluded Site by Verizon in accordance with Section 4.3(b), such Site shall be deemed (a) in the case of an MPL Site that is a Shared Site, a Conditional Site, and (b) in the case of a Sale Site that is a Shared Site, a Non-Assignable Site, in each case until such time as the circumstances causing such Site to be a Shared Site have been cured. Verizon, the Verizon Contributors and the Verizon Lessors shall use commercially reasonable efforts to cause the circumstances causing such Site to be a Shared Site to be cured as promptly as reasonably practicable. If the circumstances causing such Site to be a Shared Site have not been cured by the Final Closing Date, then promptly thereafter the Parties shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site was an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for any Excluded Site Collocation Payments theretofore actually received by Acquiror, the Tower Operator or the Sale Site Subsidiaries after the Initial Closing and any out-of-pocket amounts theretofore actually paid by Acquiror, the Tower Operator or the Sale Site Subsidiaries with respect to such Site after the Initial Closing (including any rent or other payments to any Ground Lessor and any other out-of-pocket costs and expenses of Acquiror, the Tower Operator or the Sale Site Subsidiaries incurred in the ordinary course of business, in connection with such Site) (the amount of such adjustment with respect to each applicable Site, the “Net Amount”); provided, however, that if Acquiror, the Tower Operator or the Sale Site Subsidiaries agree to any increases in the rent or other payments to Ground Lessors prior to the date any Net Amount is paid in accordance with Section 4.10, the Net Amount shall be calculated assuming the terms of the applicable Ground Lease as of the Initial Closing Date were in effect through the date of such payment.
Shared Sites. The T-Mobile Contributors shall use commercially reasonable efforts to cause any Shared Site to be bifurcated; provided, however, that if such Shared Site is not bifurcated prior to the Applicable Closing Date in a manner satisfactory to Crown acting in good faith, such Shared Site shall be an Excluded Site hereunder.
Shared Sites. The parties agree to work together in good faith and to use commercially reasonable efforts to develop a plan between the date hereof and January 1, 2019 (the “Site Services Plan”), consistent with the applicable terms of Section 5.04 of the Intercompany Services Agreement, as amended pursuant to this Agreement, to address real property on which employees of GE and BHGE LLC conduct work activities (each a “Shared Site” and collectively, the “Shared Sites”), including which party shall exit, remain, or lease or sublease each Shared Site for an appropriate transition period (the “Intended Shared Site Actions”) (which plan may change as a result of further discussions). Notwithstanding the foregoing, to the extent anything contained in this Section 5.06 is inconsistent with the provisions of Section 5.04 of the Intercompany Services Agreement, as amended pursuant to this Agreement, the provisions of this Section 5.06 shall control. For the avoidance of doubt, the terms of the plan developed pursuant to this Section 5.06 shall supersede any prior plan developed by the parties hereto with respect to the subject matter hereof. The parties hereto agree that each party shall work in good faith with the other party to carry out the Intended Shared Site Actions, including by seeking to mitigate stranded costs between the parties and by using commercially reasonable efforts to assist the other party in obtaining any necessary third party consents or approvals. In cases where one party will remain at a Shared Site that is currently leased by the other party, the parties shall use commercially reasonable efforts to have the remaining party enter into a lease for the property directly from the landlord rather than enter into a sublease arrangement. The parties agree that any lease or sublease between the parties with respect to a Shared Site, other than, unless mutually agreed, any arms’ length lease or sublease (including, for the avoidance of doubt, the Westway Plaza site in Houston, Texas), shall be at cost (calculated without markup or margin), unless otherwise required by applicable Law. The parties also agree that, notwithstanding anything to the contrary in the Intercompany Services Agreement, as amended pursuant to this Agreement, in the event the parties are no longer Affiliates, each party (the “Indemnifying Party”) shall fully indemnify, defend and hold harmless the other party (the “Indemnified Party”) for any Damages incurred by the Indemnified Party as a r...
Shared Sites. 13 6.3 Services provided by Nestle to Alcon.................... 13 6.4 Insurance............................................... 14 6.5
Shared Sites. (i) With respect to each Shared Site, Seller or an Other Seller, on the one hand, and Purchaser, on the other hand, shall enter into a Shared Site Agreement to provide Purchaser with the right to use such Shared Site to operate the Business in substantially the same manner as the Business was operated at such Shared Site prior to Closing, unless otherwise agreed by the Parties.
(ii) To the extent that any Shared Site is required by applicable Law to be physically separated in order to enter into a Shared Site Agreement, then Seller shall (and shall cause the Other Sellers, as applicable, to) and Purchaser shall cooperate promptly and in good faith to reasonably agree on a separation plan for such property. Seller shall pay all costs and expenses incurred in connection with any such physical separation.
(iii) With respect to each Shared Site, from and after the date hereof and prior to the Closing, the Parties shall cooperate in good faith to determine if such Shared Site should be excluded from the transactions contemplated hereunder.
Shared Sites. Solutia and Monsanto agree that, solely as between themselves and regardless of any discharge, injunction, or other protection of Solutia and/or Monsanto under the Plan, the Distribution Agreement or the Separation Agreement, Environmental Liabilities with respect to all sites listed on Appendix C attached hereto (the “Shared Sites”) will be shared by Solutia and Monsanto as set forth in clause (d) below. The Environmental Remediation with respect to the Shared Sites shall be administered as set forth in clauses (a) through (c) below.
Shared Sites. Reuters will pay the Network Provider for one-hundred percent (100%) of the Communications Costs associated with the delivery of data from the Ticker Plant to any Shared Sites in North America and Moneyline shall pay to Reuters fifty percent (50%) of such costs.
Shared Sites. Moneyline will pay the Network Provider for one-hundred percent (100%) of the Communications Costs associated with the delivery of data from the Ticker Plant to any Shared Sites in Europe and Asia and Reuters shall pay to Moneyline fifty percent (50%) of such costs, excluding Communication Costs associated with international multicast services for which Reuters is directly paying a Network Provider.
Shared Sites. There are no Real Properties which any Group Company shares or concurrently occupies with any member of the 21CF Group.
Shared Sites. If Contractor provides the Services to the Agency from a Contractor Site that is shared with a third party or third parties and any part of the business of Contractor or any such third party is now or in the future competitive with the Agency’s or any Agency Affiliate’s business, then Contractor, at the Agency’s request, shall develop a process, subject to the Agency’s written approval, to restrict access in any such shared environment to the Agency’s Confidential Information so that Contractor or Contractor subcontractors providing services to such competitive business shall have no access to the Agency’s Confidential Information.
