Underlying Rights Clause Samples

Underlying Rights. “Underlying Rights” shall mean all deeds, leases, easements, rights-of-way agreements, licenses, franchises, permits, grants, permissions and other rights, titles and interests that are necessary for the SOW. If Intermax is the owner of some or all of the Work Site, Intermax hereby grants permission to Contractor to construct, bore, install, attach to, own, operate, maintain, repair, disconnect, replace and remove fiber optic cable, conduit, innerduct, fiber termination panels and associated equipment (collectively the “Worksite Placeholder”), in, on, over, under and across the portion of the Work Site owned by Intermax in order to allow Contractor to perform the Scope of Work and complete the Project. Intermax shall arrange some or all of the Underlying Rights from the appropriate owner(s) and/or legal jurisdictions in order to allow Contractor to perform the SOW as follows: _ Intermax understands and agrees that any delay caused by Intermax’s failure to obtain Underlying Rights may cause the Start Date to be tolled on a day-for-day basis. Contractor shall arrange for all of the necessary Underlying Rights from the appropriate owner(s) and/or legal jurisdictions, as follows:

Underlying Rights. In the event of any changes in underlying rights of way, rights to use fiber optic cable and/or equipment or Facilities, resulting in Authority's loss of rights which it deems necessary to provide the Lease hereunder, Authority may in its sole discretion terminate this Agreement. Termination for Underlying Rights will constitute a Conditional Release.

Underlying Rights. (a) Grantor shall, prior to or as of the Acceptance Date, obtain all rights, licenses, authorizations, easements, rights-of-way and other agreements necessary for the use of poles, conduit, cable, wire or other physical plant facilities, as well as any other such rights, licenses, authorizations (including any necessary state or federal authorizations such as environmental permits), easements, rights-of-way and other agreements necessary for the installation and use of the Fibers, as required to permit Grantor to grant the IRU in the Fibers to Recipient, and otherwise to perform its obligations hereunder, in accordance with the terms and conditions hereof, including and subject to underlying real property and contractual limitations and restrictions (collectively the “Underlying Rights”). Grantor shall use its best efforts to cause such Underlying Rights to remain effective during the Term. (b) If Recipient reasonably believes that it requires property rights in addition to the Underlying Rights for its Authorized Use of the Fibers, Recipient shall be responsible at its cost for obtaining such additional property rights and entering into any related agreements as Recipient deems necessary. Grantor shall cooperate as reasonably requested by Recipient to assist Recipient in obtaining such additional property rights. (a) Within thirty (30) days after Recipient’s written request, Grantor shall provide access to or copies of such Underlying Rights documents as Recipient may reasonably request. (b) Grantor shall give Recipient notice of any lawsuit or administrative filing which challenges the Underlying Rights or the rights granted to Recipient pursuant to this Agreement. 10.3 If (a) Grantor is unable to obtain and/or cause to remain effective throughout the Term all Underlying Rights obtained by Grantor as of the Acceptance Date pursuant to Section 11(a), (b) Recipient is unable to obtain additional property rights pursuant to Section 11(b) that it reasonably believes are required for Authorized Use of the Fibers, or (c) a change in Underlying Rights Requirements occurs after the Acceptance Date that materially diminishes or restricts Recipient’s use of the Fibers, then either party may terminate this Agreement upon thirty (30) days prior written notice.

Underlying Rights. CONSULTANT has obtained or otherwise holds certain rights of way for construction and operation of the System on the Institutional Network Route some of which may pre-date both the date of this Agreement and the date of the Local Franchise. CONSULTANT covenants to CITY that CONSULTANT currently has sufficient underlying rights to satisfy all of its obligations to CITY under this Agreement.

Underlying Rights. (a) Subject to the terms and provisions of this Agreement, 360 agrees to obtain and maintain in full force and effect without ongoing defaults on the part of 360 during the Term, certain rights of way and other agreements that are necessary (i) for the construction and installation of the System in accordance with this Agreement and (ii) to provide Customer the Customer Assets in accordance with this Agreement (the "Underlying Rights"). Notwithstanding the foregoing, Customer Assets are subject to the terms of the Underlying Rights, and subject to the terms under which the right of way is owned or held by the grantor of the Underlying Rights, including, but not limited to, covenants, conditions, restrictions, easements, reversionary and other interests, bonds, mortgages and indentures, and other matters, whether or not of record, and to the rights of tenants and licensees in possession. The Customer Assets are further subject and subordinate to the prior right of the grantor of the Underlying Rights to use the right of way for other activities, including railroad operations, telecommunications uses, pipeline operations or any other purposes, and to the prior right of 360 to use its rights granted under the Underlying Rights. The rights granted herein are expressly made subject to each and every limitation, restriction or reservation affecting the Underlying Rights. Nothing contained herein shall be construed to be a representation, warranty or covenant of 360's right, title or interest with respect to the right of way or the Underlying Rights. In the event Customer desires to renew this Agreement, 360 shall be obligated to renew any Underlying Right on the expiration of its term (if any right to renew exists) in order to accommodate such Renewal, unless Customer otherwise notifies 360 in writing that it does not desire the Underlying Right renewed. In the event that any renewal or other extension of the term of an Underlying Right requires the payment of additional fees to the provider of the Underlying Right, Customer shall reimburse 360 for Customer's equitable share of the same, which share shall be based upon the proportion that the number of Strands in the Customer Fiber Assets in such Segment bear to the total number of Strands in such Segment (excluding any Strands in respect of which a renewal is not required or desired). In the event 360 does not have any right to renew an Underlying Right, or such Underlying Right is otherwise not extended, 360 s...

Underlying Rights. Each party has obtained certain rights of way and related or similar rights for construction and operation of the fiber Network (the "Underlying Rights"). Each party will use commercially reasonable efforts to maintain the Underlying Rights for the term of this Agreement. This Agreement is subject to the terms of the Underlying Rights, and subject to the terms under which the right of way is owned or held by the granting party of the Underlying Rights, including, but not limited to, covenants, conditions, restrictions, easements, reversionary interests, bonds, mortgages and indentures, and other matters, whether or not of record, and to the rights of tenants and licensees in possession. The rights granted hereunder are further subject and subordinate to the prior right of the granting party of the Underlying Rights to use the right of way for other business activities, including energy or railroad operations, telecommunications uses, pipeline operations, or any other purposes. Nothing herein shall be construed as to be a representation, warranty, or covenant of granting party’s right, title, or interest with respect to the Underlying Rights.

Underlying Rights. 27 4.5 Routing............................................................31 4.6 No Optronics.......................................................31 4.7 [Deleted]..........................................................31 4.8 Documentation......................................................31 4.9 Environmental......................................................31 4.10 Liens..............................................................32 4.11

Underlying Rights. CTMG shall have all rights in and to all literary, dramatic, musical and other material provided by Machinima in connection with the Programs that are necessary for CTMG's exercise of its rights in and to the Programs as set forth herein. Except for Picture-related materials furnished by CTMG to Machinima hereunder, all other content included in the Programs is and shall at all times be either (i) original content created by ▇▇▇▇▇▇▇▇▇ (and/or any of Machinima’s Authorized Personnel) in accordance with this Agreement (“Original Machinima Content”), or (ii) Third Party Licensed Materials for which ▇▇▇▇▇▇▇▇▇ has obtained Third Party Licenses as required hereunder and with respect to which ▇▇▇▇▇▇▇▇▇ has granted Machinima Licenses in accordance with this Agreement.

Underlying Rights of-way agreements, licenses, franchises, permits, grants, permissions and other rights, titles and interests that are necessary for the SOW. If Intermax is the owner of some or all of the Work Site, Intermax hereby grants permission to Contractor to construct, bore, install, attach to, own, operate, maintain, repair, disconnect, replace and remove fiber optic cable, conduit, innerduct, fiber termination panels and associated equipment (collectively the ), in, on, over, under and across the portion of the Work Site owned by Intermax in order to allow Contractor to perform the Scope of Work and complete the Project. Intermax shall arrange some or all of the Underlying Rights from the appropriate owner(s) and/or legal jurisdictions in order to allow Contractor to perform the SOW as follows: _ _ Intermax understands and agrees that any delay caused by Intermax Rights may cause the Start Date to be tolled on a day-for-day basis. Contractor shall arrange for all of the necessary Underlying Rights from the appropriate owner(s) and/or legal jurisdictions, as follows: