Consents Under Ground Leases Sample Clauses

Consents Under Ground Leases. (a) Notwithstanding anything to the contrary in this Agreement, if the Ground Lessor with respect to any particular Site refuses to give its consent to BSPCI's subleasing of such Site to TowerCo and TowerCo's subsequent subleasing of portions of such Site to third parties (each, a "GROUND LESSOR CONSENT"), all pursuant to the Sublease, then BSPCI may, in its sole discretion, offer to such Ground Lessor, as an inducement to give such consent, an increase in the Ground Rent. If the proposed increase of the Ground Rent as to any Site is equal to or less than 25% of the then current Ground Rent (which then current Ground Rent is based on all then recurring monthly payments, it being understood that after the Ground Rent is increased, all future adjustments in the nature of annual or other recurring increases and/or existing revenue sharing arrangements shall apply to such increased Ground Rent) and such offer is accepted by the applicable Ground Lessor, then BSPCI shall give CCIC written notice of such increase promptly thereafter and CCIC shall accept such Site and such Site shall become subject to the Sublease. If the applicable Ground Lessor will agree to grant its consent to BSPCI's sublease of the Site to TowerCo and TowerCo's subsequent sublease of portions of the Site to third parties only if BSPCI is willing to increase the Ground Rent under the applicable Ground Lease by more than twenty-five percent (25%) of the then current Ground Rent (which then current Ground Rent is based on all then recurring monthly payments, it being understood that after the Ground Rent is increased, all future adjustments in the nature of annual or other recurring increases and/or existing revenue sharing arrangements shall apply to such increased Ground Rent), then TowerCo will have (i) the right to participate in any subsequent discussions with the applicable Ground Lessor regarding the obtaining of its consent and (ii) an option, exercisable within ten (10) days of receipt of notice from BSPCI to cause such Site not to become subject to the Sublease, in which event such Site shall constitute a Maintained Site.
Sample 1
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Consents Under Ground Leases. SBCW and TowerCo shall use commercially reasonable efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) SBCW's subleasing of such Site to TowerCo and (ii) the further sublease of portions of the Site by TowerCo to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to TowerCo (each, a "Ground Lessor Consent") without making any concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements. TowerCo shall be actively involved with SBCW in all material aspects of the efforts to obtain any required Ground Lessor Consent. If SBCW is unable, with the participation and cooperation of TowerCo, to obtain any required Ground Lessor Consent by the applicable Closing, the parties shall continue using commercially reasonable efforts to obtain such Ground Lessor Consent in accordance with this Section 3.3; provided, that if the parties subsequently obtain such Ground Lessor Consent as to any Site, the Closing for such Site shall take place at the Closing next succeeding the date on which such Ground Lessor Consent is obtained, or, if the Final Closing has occurred, within six (6) months after the Final Closing at a time agreed by the parties; provided further, no Closings for such Sites shall occur after the expiration of such six (6) month period, unless the parties otherwise agree. SBCW and TowerCo shall mutually agree on the form of letter to be submitted to the Ground Lessors requesting the aforedescribed consents and shall each have the right to approve any modifications to such form proposed by any Ground Lessor and the final form of such consent.
Sample 1

Related to Consents Under Ground Leases

  • Consents Under Agreements The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereof, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause).

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Governmental Filings; No Violations; Certain Contracts (i) Except for (A) compliance with, and filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”); (B) compliance with, and filings under, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the Securities Act including the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement relating to the Stockholders Meeting to be held in connection with this Agreement and the transactions contemplated hereunder (together with any amendments or supplements thereto, the “Proxy Statement”); (C) compliance with, and filings under, the applicable requirements of Antitrust Law, competition Law or other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the United States; (D) the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware; (E) compliance with the applicable requirements of the New York Stock Exchange (the “NYSE”); (F) notices, reports, filings, consents, registrations, permits or authorizations required in connection with the Carveout Transaction; and (G) such other items as disclosed in Section 5.1(d)(i) of the Company Disclosure Letter (the items set forth above in clauses (A) through (G), the “Company Required Governmental Approvals”), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from any domestic or foreign governmental or regulatory body, commission, agency, instrumentality, authority or other legislative, executive or judicial entity (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially impede the ability of the Company to consummate the Merger.

  • Modifications, Waivers, Amendments and Consents (a) Subject to this Section 3.21, the Servicer may agree to any modification, waiver, forbearance, or amendment of any term of any Mortgage Loan without the consent of the Trustee or any Certificateholder. All modifications, waivers, forbearances or amendments of any Mortgage Loan shall be in writing and shall be consistent with Customary Servicing Procedures.

  • New Leases Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided that, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.

  • Modifications to Material Contracts The Parent and the Borrower shall not, and shall not permit any Subsidiary to, enter into any amendment or modification to any Material Contract which could reasonably be expected to have a Material Adverse Effect.

  • Consents, Permits, and Waivers The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements.

  • Amendment, Etc. of Material Contracts Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would impair in any material respect the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise adversely affect in any material respect the interest or rights, if any, of any Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing, in each case in a manner that could reasonably be expected to have a Material Adverse Effect, in each case taking into account the effect of any agreements that supplement or serve to substitute for, in whole or in part, such Material Contract.

  • Miscellaneous Agreements and Consents (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its respective reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as expeditiously as possible, including, without limitation, using its respective reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby. Each party shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to obtain consents of all third parties necessary or, as agreed to by the parties, desirable for the consummation of the transactions contemplated by this Agreement.

  • Noteless Agreement; Evidence of Indebtedness (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

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