Tower Assets Sample Clauses

Tower Assets. (a) Add a new definition to the Credit Agreement as follows:
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Tower Assets. (a) In furtherance of the provisions of Sections 2.4.3(G), 2.5.2(H) and 2.5.4, which reflect the intent of the Parties to enable the monetization of communication tower structures and related assets used in their respective Wireless Businesses, each Party and its Affiliates:
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Tower Assets. (a) At Closing the Transferring Subsidiaries will have delivered to Parent Co. and Parent Co. will have delivered to Tower Sub (i) good and marketable leasehold title in the real property leasehold interest referred to in Section 2.1(a)(i) included in the Tower Assets free and clear of Liens or other title defects, other than Permitted Liens and (ii) good and marketable fee simple absolute title to the Owned Real Property included in the Tower Assets free and clear of Liens or other title defects, other than Permitted Liens and, after the Merger, the Surviving Corporation will receive all of the Transferring Subsidiaries' (and each other member of the Nextel Group's, as applicable) rights to and interests in the Third Party Agreements. The Transferring Subsidiaries have the right and power to transfer, and will transfer, the Tower Assets to Parent Co., and Parent Co. has the right and power to transfer, and will transfer the Tower Assets to Tower Sub free and clear of Liens or other title defects, other than Permitted Liens.
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Tower Assets. 23 ARTICLE III. CLOSINGS............................................................... 23 3.1 Stage I Closing.............................................. 23
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Tower Assets. All the *** assets that are used in the operation and conduct of the Business are owned by the Company. All ownership rights, and right, title and interest in, to and under the Tower Assets are owned solely by the Company. Other than ownership of the Membership Interests, neither Seller nor its Affiliates (other than the Company) own any other assets used or held for use in the Business.
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Tower Assets. For purposes of this Agreement, the term “Tower Assets” means, individually, and collectively, all of the real and personal tangible and intangible assets, properties and rights owned by the Tower Owners, wherever situated and located, that are used in, or accounted for as a part of, the ownership and operation of the Towers (as defined below), and the operation of the business related thereto, including without limitation the following:
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Tower Assets. In furtherance of the provisions of Sections 2.4.3(G), ------------ 2.5.2(H) and 2.5.4 which reflect the intent of the Parties to enable the monetization of communication tower structures and related assets used in their respective Wireless Businesses, the Parties and their respective Affiliates will be entitled to retain as an Excluded Asset all owned communication tower structures and related assets ("Retained Towers"). Until the first anniversary --------------- of the Stage I Closing Date, each of Vodafone (in respect of the Retained Towers which were used in the Vodafone Wireless Business on the Stage I Closing Date) and Xxxx Atlantic (in respect of the Retained Towers which were used in the Cellco Wireless Business on the Stage I Closing Date or the Xxxx Atlantic Wireless Business on the Stage II Closing Date) shall (A) be entitled to (i) own and manage the disposition of such Retained Towers, (ii) enter into a master lease or transfer arrangement which is a Compliant Monetization Transaction with respect to such Retained Towers, (iii) enter into individual lease arrangements with respect to Retained Towers in conformity with such master lease or transfer arrangements which are Compliant Monetization Transactions and transfer any such lease obligations and rights to the Partnership, and (iv) retain any proceeds from such Compliant Monetization Transactions, whether in the form of cash, promissory notes, debt instruments, payment streams under leases, licenses or other agreements, equity interests in an Entity including, without limitation, the right to receive distributions in respect of such equity interest including, without limitation, the right to receive cash, property or assets upon the dissolution of an Entity, or any other form of consideration whatsoever; and (B) be obligated to (i) make available without charge to the Partnership the use of such Retained Towers until such Retained Towers have been sold in Compliant Lease Transactions and the lease rights and obligations with respect thereto have been transferred to the Partnership, (ii) consult with the Partnership concerning the negotiation and terms of such Compliant Tower Monetizations, (iii) on the first anniversary of the Stage I Closing Date, transfer to the Partnership any Retained Towers which are not then included in a signed master lease or transfer arrangement, and (iv) on the third anniversary of the Stage I Closing Date transfer to the Partnership any such Retained Towers which...
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Tower Assets. The Tower Assets constitute all of the *** assets and properties that are used or held for use by Seller in the operation and conduct of the Sites and are sufficient for the operation of the Sites as currently operated by Seller. With respect to each Site, the Tower Assets being sold, assigned, transferred and delivered pursuant to this Agreement constitute all or substantially all of Seller’s assets associated with such Site. All ownership, leasehold or subleasehold, as the case may be, rights, and right, title and interest in, to and under the Tower Assets are owned solely by Seller. None of the Tower Assets are part of the Excluded Assets and none of the Excluded Assets include assets or properties necessary for the operation of the Sites as currently operated by Seller.
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Tower Assets. The Tower Assets constitute all the assets and properties that are used or held for use by the Company in the operation and conduct of the Business, and are sufficient for the conduct of the Business as currently conducted by the Company. With respect to each Site, the Tower Assets constitute all of the Company's assets associated with such Site. All ownership rights, and right, title and interest in, to and under the Tower Assets are owned solely by the Company.
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Related to Tower Assets

  • Other Assets i. Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser’s assessment of the assets of each such investment company taking into account the investment company’s most recent publicly available schedule of investments and publicly disclosed investment policies.

  • Other Assets Purchased Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall pay for and receive other Assets for the account of a Fund as provided in Instructions.

  • Fixed Assets 9 2.10.Leases........................................................10 2.11.Change in Financial Condition and Assets......................10 0.00.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Other Assets Sold Upon receipt of Instructions and except as otherwise provided herein, the Custodian shall receive payment for and deliver other Assets for the account of a Fund as provided in Instructions.

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

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