Tower Assets Sample Clauses

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. 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. 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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Tower Assets. (a) Add a new definition to the Credit Agreement as follows:
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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. 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. 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. 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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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.

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • 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 The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

  • Fixed Assets 7 3.11. Leases ............................................................. 8 3.12. Change in Financial Condition and Assets ........................... 8

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to 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.

  • Real Estate Collateral The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided that if and to the extent that on or prior to the Incremental Loan Funding Date the Borrowers deliver to the Collateral Agent (x) an opinion of local counsel in form and substance reasonably acceptable to the Collateral Agent affirming that no amendment to an existing Mortgage is necessary for such Mortgage to remain in full force and effect and to secure the Obligations, as modified by the transactions contemplated by this Incremental Amendment, as well as (y) a title report (or title update) showing no Liens, other than Liens permitted by the applicable Mortgage, have arisen with respect to such property since the date of the latest title policy or date-down endorsement, then the Collateral Agent will accept such deliveries in lieu of the requirements set forth in clauses (a) through (d) of this sentence with respect to such property. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

  • 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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