Excluded Site Clause Samples

Excluded Site. If such Site is a Casualty Site as a result of a condemnation (or pending condemnation) or a foreclosure, deed-in-lieu of foreclosure, or similar proceeding involving a Ground Lessor Lien, any party may elect by written notice to others given at any time prior to the Initial Closing to exclude such Casualty Site from the transactions contemplated by this Agreement (any such Casualty Site no longer being referred to as a Casualty Site and being referred to as an Excluded Site). If Contributors elect to designate a Site as an Excluded Site pursuant to this Section 3.7(a), Lessee may, at any time prior to the Final Closing Date with respect to any Site that does not contain any Sprint Collocation Space, require Contributors to contribute their right, title and interest in and to the Leased Property of such Site to Lessor and cause Lessor to Lease the Leased Property of such Site to Lessee pursuant to the terms and conditions of the Lease Agreement; provided, that in such event, notwithstanding anything to the contrary in this Agreement, Contributors and Lessor will not be responsible for, and Lessee agrees to indemnify Contributors and Lessor from and against, any Liabilities resulting from or arising in connection with the structure of such Site and no structural defects of such Site will be considered when determining whether a Material Adverse Effect has occurred or is reasonably likely to occur. Subject to the preceding sentence, all references to any Site designated by Contributors and/or, after the Initial Closing, Lessor as an Excluded Site in this Agreement and the Schedules or Exhibits attached to this Agreement will be deemed to have been deleted, and such Excluded Site will no longer be a "Site" to be Leased or operated by Lessee pursuant to this Agreement and the Lease Agreement.
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Excluded Site. If such Site is a Casualty Site as a result of a condemnation (or pending condemnation) or a foreclosure, deed-in-lieu of foreclosure or similar proceeding involving a Lien or Ground Lessor Mortgage, any Party may elect by written notice to the other Parties given no later than 5 business days prior to the Applicable Closing to exclude such Casualty Site from the transactions contemplated by this Agreement (any such Casualty Site no longer being referred to as a Casualty Site and being referred to as an Excluded Site).
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Excluded Site. To the extent that any Portfolio Site is the subject of indemnity Claim under this Article IX, SM will have the right to designate such Portfolio Site as an Excluded Site by delivering to Buyer a written notice of such designation. Within five (5) Business Days after ▇▇▇▇▇’s receipt of such notice, the Parties shall take all actions, make all payments 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 Portfolio Site was an Excluded Site at the Initial Closing, including, if applicable: (a) rescinding the transaction(s) that occurred with respect to such Portfolio Site at any Closing under this Agreement and the Collateral Agreements and Buyer or SM, as applicable, paying the Net Amount for such Portfolio Site to SM or Buyer, as applicable; and (b) executing and delivering, as applicable: (i) amended schedules and exhibits to the SM Ground Space Lease; (ii) amended schedules and exhibits to the Management Agreement; and (iii) amended schedules or exhibits to all other applicable Collateral Agreements, in each case, in order to reflect the revised Site Designation(s).
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Related to Excluded Site

  • Excluded Services All Coverage Types

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Excluded Assets Buyer expressly understands and agrees that the following assets and properties of Seller and the Retained Subsidiaries (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all of Seller’s and the Retained Subsidiaries’ cash and cash equivalents on hand and in banks (except for such amounts, if any, as the parties may agree will be retained by the Purchased Subsidiaries and not constitute Purchased Subsidiary Pre-Closing Cash (the “Transferred Cash”)); (b) insurance policies relating to the Business and all claims, credits, causes of action or rights thereunder (except for Buyer’s rights under Section 5.05); (c) all Intellectual Property Rights (other than the Business Intellectual Property Rights), including the marks and names set forth in Section 2.03 of the Disclosure Schedule (the “Seller Trademarks and Tradenames”), and including all royalties and/or other license payments under any Portfolio Cross-License; (d) all books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby (other than confidentiality agreements with any Person relating to the Business, copies of which will be made available to Buyer at the Closing (it being understood that the portion of such copies not relating to the Business may be redacted)) and all minute books and corporate records of Seller and the Retained Subsidiaries; (e) the property and assets described in Section 2.03 of the Disclosure Schedule; (f) all rights of Seller or any of the Retained Subsidiaries arising under the Transaction Documents or the transactions contemplated thereby; (g) all Purchased Assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date in compliance with the terms hereof; and (h) all of Seller’s and the Retained Subsidiaries’ claims for and rights to receive Tax refunds relating to the Business arising on or prior to the Closing Date.

  • Included Services If any services, functions, or responsibilities not specifically described in this Agreement are an inherent, necessary, or customary part of the Services or are required for proper performance or provision of the Services in accordance with this Agreement, such services, functions, or responsibilities are deemed to be included within the scope of the Services to be delivered for the Charges, as if such services, functions, or responsibilities were specifically described in this Agreement.

  • Excluded Securities The rights of first offer established by this Section 3 shall have no application to any of the following Equity Securities: (i) up to 100,441,177 shares of Common Stock, and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued to employees, officers, directors or strategic partners of, or consultants, advisors, lenders, vendors or lessors to, the Company or any of its subsidiaries pursuant to the Company's stock incentive plans or pursuant to other similar arrangements that are approved by the Board of Directors (including the representatives of the Investors); (ii) [Intentionally Omitted]; (iii) any shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; (iv) any Equity Securities that are issued by the Company to the holders of the Company's Common Stock and warrants on a pro rata basis pursuant to a registration statement filed under the Securities Act; (v) any Equity Securities issued pursuant to any rights or agreements outstanding as of the date of this Agreement, or options or warrants outstanding as of the date of this Agreement as set forth in the Schedule of Exceptions to the Purchase Agreement (including Equity Securities issued by the Company pursuant to Nortel Note Exchange Agreement, SDS Note Exchange Agreement, the Series H Share Exchange Agreement, and the Series J Share Exchange Agreement); (vi) Common Stock and warrants (and Common Stock issuable upon exercise of such warrants) issued by the Company pursuant to the Common Stock Purchase Agreement dated as of October 30, 2002, by and between the Company and the entities listed on Exhibit A thereto; or (vii) any Equity Securities issued pursuant to the transactions described in Section 2.5.B(iii)(d) of the Credit Agreement if the proceeds from such issuance are used to prepay the Loans (as defined in the Credit Agreement) and permanently reduce the Commitments (as defined in the Credit Agreement) in accordance with Section 2.5.C. of the Credit Agreement.