Common use of TRANSFER BY LESSOR Clause in Contracts

TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this Section 36 will include: (i) an assignment of each Option Seller's interest in any Ground Lease for such Purchase Site (which shall contain an assumption by Lessee of all of the obligations of such Option Seller under such Ground Lease and an agreement by Lessee to indemnify such Option Seller and each other Sprint Indemnitee from claims, losses or damages related to such obligations), a transfer of fee simple title to the Land for any Purchase Site which is an Owned Purchase Site, a transfer of each such Option Seller' interest in the applicable Tower and related assets (other than Sprint's Improvements or Sprint's Communications Equipment) and all appurtenances thereto; provided, that for so long as the Ground Lease, as amended, modified, or extended, is still in effect for any Purchase Site, Sprint Collocator will be entitled to lease the Sprint Collocation Space on each such Purchase Site from Lessee for successive five (5) year terms at rental rate equal to the then-current market rental rates for comparable locations; provided, that the Sprint Collocation Charge will thereafter be subject to increase on an annual basis at the beginning of each five (5) year term in an amount equal to the CPI Change; provided, if Lessee and Sprint Collocator fail to agree on a rental rate for one or more of the Purchase Sites, such rental rate will be determined for each applicable Purchase Site by a nationally recognized independent accounting firm mutually acceptable to Sprint Collocator and Lessee. The cost of the determination of the rental rate will be shared equally by Sprint Collocator and Lessee. Sprint Collocator will have the right to elect to terminate any such lease with respect to a Purchase Site as of the expiration of each five (5) year term by giving no less than sixty (60) days prior written notice of such termination to Lessee; (ii) to the extent legally transferable, all rights of each such Option Seller under or pursuant to warranties, representations and guarantees made by suppliers or manufacturers in connection with such Purchase Site, but excluding any rights to receive amounts under such warranties, representations and guarantees representing reimbursements for items paid by such Option Seller; and (iii) to the extent legally transferable, all known and unknown rights, claims, credits, causes of action, or rights to commence any causes of action or rights of setoff of each such Option Seller against third parties relating to such Purchase Site arising on or after the date of transfer, including unliquidated rights under manufacturers' and vendors' warranties, but excluding all amounts representing reimbursements for items paid by such Option Seller.

TRANSFER BY LESSOR. Any transfer of Purchase Sites by the Option Sellers to Lessee pursuant to this Section 36 will include: (i) an assignment of each Option Seller's interest in any Ground Lease for such Purchase Site (which shall contain an assumption by Lessee of all of the obligations of such Option Seller under such Ground Lease and an agreement by Lessee to indemnify such Option Seller and each other Sprint Indemnitee from claims, losses or damages related to such obligations), a transfer of fee simple title to the Land for any Purchase Site which is an Owned Purchase Site, a transfer of each such Option Seller' interest in the applicable Tower and related assets (other than Sprint's Improvements or Sprint's Communications Equipment) and all appurtenances thereto; provided, that for so long as the Ground Lease, as amended, modified, or extended, is still in effect for any Purchase Site, each applicable Sprint Collocator will be entitled to lease the Sprint Collocation Space on each such Purchase Site from Lessee for successive five (5) year terms at rental rate equal to the then-current market rental rates for comparable locations; provided, that the Sprint Collocation Charge will thereafter be subject to increase on an annual basis at the beginning of each five (5) year term in an amount equal to the CPI Change; provided, if Lessee and any such Sprint Collocator fail to agree on a rental rate for one or more of the Purchase Sites, such rental rate will be determined for each applicable Purchase Site by a nationally recognized independent accounting firm mutually acceptable to such Sprint Collocator and Lessee. The cost of the determination of the rental rate will be shared equally by such Sprint Collocator and Lessee. The applicable Sprint Collocator will have the right to elect to terminate any such lease with respect to a Purchase Site as of the expiration of each five (5) year term by giving no less than sixty (60) days prior written notice of such termination to Lessee; (ii) to the extent legally transferable, all rights of each such Option Seller under or pursuant to warranties, representations and guarantees made by suppliers or manufacturers in connection with such Purchase Site, but excluding any rights to receive amounts under such warranties, representations and guarantees representing reimbursements for items paid by such Option Seller; and (iii) to the extent legally transferable, all known and unknown rights, claims, credits, causes of action, or rights to commence any causes of action or rights of setoff of each such Option Seller against third parties relating to such Purchase Site arising on or after the date of transfer, including unliquidated rights under manufacturers' and vendors' warranties, but excluding all amounts representing reimbursements for items paid by such Option Seller.