Tower Assets Sample Clauses

Tower Assets. (a) Add a new definition to the Credit Agreement as follows:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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: (i) will be entitled to retain any Tower Proceeds from Compliant Tower Monetizations that have been entered into no later than the first anniversary of the Stage I Closing Date and are consummated no later than the third anniversary of the Stage I Closing Date; provided, however, that if, subsequent to the execution of any such monetization transaction that involves the sale, transfer or other disposition to any person or Entity of title to communications towers and related assets, the Party thereto (or any of its Affiliates) receives or is distributed any such towers or assets (other than through a distribution in dissolution or liquidation of an Entity whose equity interests constituted Tower Proceeds), then such towers and assets will be promptly contributed to the Partnership and shall be deemed to constitute Conveyed Assets as of the date of contribution; (ii) after the Stage I Closing, will have the right to reasonable access to all relevant documents and records of the Partnership and Entities controlled by the Partnership, and will have the right to direct and receive sufficient and timely assistance from appropriate personnel of the Partnership and such Entities during normal business hours, in order for such Party and its Affiliates to take (or cause such personnel and the Partnership to take) all steps necessary to execute and implement Compliant Tower Monetizations with respect to towers and related assets conveyed to the Partnership by such Party or its Affiliates, including the completion and execution of related agreements and documents (including leasing documents, disclosure schedules and other supporting documentation), the securing of all necessary Governmental Permits and other consents and approvals from any Person or Entity, the recording of related real estate documents, taking all actions necessary to comply with pre-closing conditions and requirements under the applicable transactional documents, and reasonable assistance in the preparation of descriptive memoranda or other materials reasonably required for the marketing of such transactions, provided in each case that the Party requesting such action (including for this purpose Xxxx Atlantic, in the case of ac...
Sample 1
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.
Sample 1
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:
Sample 1
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.
Sample 1
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. (b) Except as set forth in Section 6.11(b) of the Nextel Disclosure Statement, neither Nextel nor any Transferring Subsidiary has received any written notice or communication and has no knowledge of (i) any pending or contemplated condemnation proceedings, or private purchase in lieu thereof, affecting or that may affect the Tower Assets or (ii) any proposed or pending proceeding to change or redefine the zoning classification of any of the Tower Assets other than such proceedings that would not have a material adverse effect on (A) the Tower Assets taken as a whole or (B) the ability of any member of the Nextel Group to perform its obligations under this Agreement or any Ancillary Agreement. (c) To Nextel's knowledge the Transferring Subsidiaries are in compliance with all provisions of (and are not in default under) their contracts and obligations relating to or constituting the Tower Assets, including, without limitation, the Third Party Agreements. Except as set forth in Section 6.11(c) of the Nextel Disclosure Statement, to Nextel's knowledge, the Third Party Agreements (i) are in full force and effect and no default exists thereunder and no condition exists, which with the passage of time or the giving of notice, or both, would become a default and (ii) have not been amended, supplemented, modified, or terminated except where such breach or default, or amendment, supplement, modification, or termination, individually or in the ag...
Sample 1
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.
Sample 1
AutoNDA by SimpleDocs
Tower Assets. 23 ARTICLE III. CLOSINGS............................................................... 23 3.1 Stage I Closing.............................................. 23
Sample 1

Related to Tower Assets

  • Other Assets The Depositor’s obligations under this Section 7.2 are obligations solely of the Depositor and are not a claim against the Depositor if the Depositor does not have funds sufficient to make payment of those obligations. The Owner Trustee, by entering into or accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to the Other Assets of the Depositor. If the Owner Trustee either (i) asserts an interest or claim to, or benefit from, the Other Assets or (ii) is considered to have an interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the Owner Trustee further acknowledges and agrees that the interest, claim or benefit in or from the Other Assets is subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the documents relating to the securitization or conveyance of those Other Assets, are entitled to be paid from or to the benefits of, or are secured by, those Other Assets (whether or not the entitlement or security interest is legally perfected or entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on those other obligations and liabilities. This subordination agreement is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Owner Trustee further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 7.2(e) and this Section 7.2(e) may be enforced by an action for specific performance. This Section 7.2(e) is for the third party benefit of the holders of the other obligations and liabilities and will survive the termination of this Agreement.

  • 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.

  • Real Estate Leases (a) Neither BGH Holdings nor BRH Holdings leases any real estate. Seller does not own or lease any real estate used in connection with the businesses of BGH Holdings, BRH Holdings, or the Companies. (b) Schedule 4.16 sets forth a list of all of the leases or rights of occupancy pursuant to which the Companies (or any of them) lease or sublease any real property or interest therein (collectively, the "Leases"), including the identification of each of the Lessors thereof and the street addresses of the real estate demised under any of the Leases (collectively, the "Leased Real Estate"). Except as set forth in Schedule 4.16, one or more of the Companies is the lessee under all Leases, and no party other than one or more of the Companies has any right to possession, occupancy or use of any of the Leased Real Estate. A true and correct copy of each of the Leases has been delivered to Buyer, together with all amendments and modifications thereto, and no changes, amendments or modifications have been made thereto since the date of such delivery, except as permitted by Section 3.02 (k). Each of the Leases is valid and is in full force and effect and is binding and enforceable in accordance with its terms except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles. Except as set forth in Schedule 4.16, none of the Companies is in default (after expiration of applicable cure or grace periods) under any provision of any of the Leases, the failure of which to perform would permit the lessor thereunder to terminate such Lease, and, to Seller's knowledge, no event has occurred which (with or without notice, lapse of time or both) would render any of the Companies in default under any of such provisions which default would permit the lessor thereunder to terminate such Lease. To the knowledge of Seller, BRH Holdings, BGH Holdings, or the Companies, no other party to any of the Leases is in default under any of the material commitments and obligations thereof, and no event has occurred which (with or without notice, lapse of time or both) would render any such other party in default under any of such provisions. (c) Except as set forth in Schedule 4.16, the Companies are in actual possession of the Leased Real Estate. Except as set forth in Schedule 4.16, the Companies have good and valid title to all the leasehold estates conveyed under the Leases free and clear of all Liens except for (i) (A) those provided under the relevant lease; (B) matters shown on Schedule 4.16; and (C) defects of title, conditions, easements, covenants or restrictions, if any, none of which items referred to clauses (A), (B) or (C) above is substantial in amount, and none of which, individually or in the aggregate, materially impairs or grants or evidences rights which, if exercised, would materially impair the current use of the affected property in the manner such property is currently being used by the Companies, or impairs the operations of any of the Companies; (ii) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, materially impairs the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies; and (iii) liens for taxes not yet due and payable (iv) any mortgage liens granted by any lessor under any of the Leases of the lessor's interest in the underlying real estate or the Leases. To Seller's knowledge, none of the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Leased Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of such properties. (d) Except as set forth in Schedule 4.16, the basic rent, all additional rent and all other charges and amounts payable under the Leases have been paid to date and not more than one month in advance. All work required to be performed under the Leases by the landlords thereunder or by any of the Companies have been performed, and, to the extent that any of the Companies is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which any of the Companies is disputing in good faith (which items are set forth in Schedule 4.16). (e) Except as set forth on Schedule 4.16, there are no brokerage commissions or finder's fees due from Seller or any of the Companies which are unpaid with regard to any of the Leases or the Leased Real Estate or which will become due at any time in the future with regard to the Leases or the Leased Real Estate. (f) Except as set forth in Schedule 4.16, there have been no casualties which are reasonably likely to result in the termination of any of the Leases or the exercise of any buy-out provision contained in any of the Leases relative to damage by casualty. (g) Except as set forth on Schedule 4.16, (i) no consent of any of the lessors under any of the Leases is required by reason of any of the transactions contemplated by this Agreement, and (ii) none of the rights of any of the Companies under any of the Leases will be impaired by the consummation of the transactions contemplated by this Agreement and all of such rights will be enforceable by the Companies after the Closing Date without the consent or agreement of any other party, including all rights to purchase any of the Leased Real Estate or to renew any of the Leases pursuant to options to purchase or renew contained in any of the Leases. Any lessor under any of the Leases whose consent or agreement is required is identified as such on Schedule 4.16.

  • Fixed Assets 10 Section 2.11. Leases................................................. 10 Section 2.12. Change in Financial Condition and Assets............... 11 Section 2.13.

  • Real Estate Assets In order to create in favor of Global Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Global Agent shall have received from Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(i)(i) (each, a "Closing Date Mortgaged Property"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Global Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Syndication Agent and Global Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Global Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Syndication Agent and Global Agent; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Global Agent; and (vi) ALTA surveys of all Closing Date Mortgaged Properties which are not Leasehold Properties, certified to Global Agent and dated not more than thirty (30) days prior to the Closing Date.

  • Acquired Assets On the Closing Date, in accordance with this Agreement, Seller and its Subsidiaries shall sell, convey, transfer, assign and deliver to Buyer, free and clear of any and all Encumbrances, and Buyer will purchase, acquire and accept, all of Seller's and its Subsidiaries' respective right, title and interest in and to the following properties, assets and other rights, personal or mixed, tangible or intangible (collectively, the "Acquired Assets"): (a) The Equipment of Seller and its Subsidiaries listed on Schedule 2.1(a), together with any Equipment transferred to Buyer pursuant to Section 2.4 (c) (the "Acquired Equipment"); (b) The inventory of Seller and its Subsidiaries listed on Schedule 2.1(b) (the "Acquired Inventory"); (c) The Contracts of Seller and its Subsidiaries (including any future claims arising from or related to such contracts) listed on Schedule 2.1(c) hereto and the Backlog related to such Contracts (the "Assumed Contracts"); (d) Copies or originals of all books, records, data (in any media), papers and instruments of whatever nature and wherever located to the extent related to the Acquired Assets; (e) All licenses, sublicenses and other contract rights held by Seller and its Subsidiaries in connection with the Business listed on Schedule 2.1(e), including all Insituform and NuPipe licenses, sublicenses and rights to use or operate under Insituform or NuPipe patents or trademarks, and intangible or intellectual property rights, including know-how, relating thereto or to the Business (the "Acquired Intellectual Property"); (f) All Permits required solely in connection with the Business in effect as of the Closing Date, to the extent such Permits are transferable (the "Acquired Permits"); and (g) All rights to the name "Insituform", "Insituform East", "MidSouth" and "insitu" and all derivatives thereof.

  • 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.

  • Real Estate Collateral In the event that following the Issue Date, any Grantor shall acquire any fee simple ownership interest in any parcel of Real Property (except to the extent subject to a Lien permitted by clauses (d), (g), (j) or (p) (as it relates to any of the foregoing) of the definition of “Permitted Liens” in the Indenture to the extent the documentation relating to such Lien prohibits the granting of a Lien thereon to secure the Secured Obligations) with a Fair Market Value in excess of $5,000,000 as of the date of acquisition (a “Specified Real Property”), such Grantor shall provide a Mortgage in favor of the Collateral Agent in such Specified Real Property within 120 days following the date of acquisition thereof. In the event that any Permitted Additional Pari Passu Obligations are incurred following the date any Mortgage is provided, the Grantors shall notify the Collateral Agent thereof in writing and within 120 days following such incurrence take all such action as may be reasonably required to amend each then existing Mortgage in order to ensure that such Permitted Additional Pari Passu Obligations are secured by such Mortgage. In connection with the provision of any new Mortgage or any amendment to any Mortgage pursuant to this Section 3, the related Grantors will provide (a) an Opinion of Counsel stating that such Mortgage creates an enforceable Lien on the applicable Specified Real Property in favor of the Collateral Agent or, if applicable, the relevant Additional Pari Passu Agent, to secure the Secured Obligations, subject to the assumptions and qualifications specified therein, and (b) UCC-1 fixture filings relating to such Specified Real Property filed in the appropriate filing office.

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property (including trademark applications for which evidence of the use of such trademarks in interstate commerce has been submitted to and accepted by the United States Patent and Trademark Office pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the benefit of any additional Intellectual Property 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 of this Agreement shall automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and such Intellectual Property (other than any Excluded Property) shall 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 Intellectual Property owned by such Pledgor which is the subject of a registration or application 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 and delivery, within 90 days (or, in the case of Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, record, preserve, protect or perfect the Collateral Agent’s lien and security interest in such Intellectual Property. 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.

  • New Collateral Locations Borrower may open any new location within the continental United States provided Borrower (a) gives Lender thirty (30) days prior written notice of the intended opening of any such new location and (b) executes and delivers, or causes to be executed and delivered, to Lender such agreements, documents, and instruments as Lender may deem reasonably necessary or desirable to protect its interests in the Collateral at such location, including UCC financing statements.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!