Common use of Agreements and Additional Closing Deliveries Clause in Contracts

Agreements and Additional Closing Deliveries. (a) At the Initial Closing, the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries shall have executed and delivered to Crown, as applicable, all Collateral Agreements and such other agreements and documents contemplated by Section 2.2 of this Agreement to which any of them is a Party. (b) At each Technical Closing, the T-Mobile Parties and the T-Mobile SPEs shall have executed and delivered to Crown and the Tower Operator (i) amended schedules and exhibits to the MPL and the applicable MLA and (ii) such other agreements and documents as contemplated by Section 2.7 of this Agreement. (c) At the Initial Closing, on the terms and subject to the conditions of this Agreement, the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries (individually and jointly, as applicable) shall have delivered, or caused to be delivered, to Crown and the Tower Operator, as applicable: (i) to the extent not available in T-Mobile’s online data room, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued and the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries are in possession of such determinations; (ii) all keys and other security access codes or devices providing entry to the Towers (other than T-Mobile Improvements); (iii) to the extent not available in T-Mobile’s online data room, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, to that extent that such forms were created and are in the possession of the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries; (iv) the books, files and records required pursuant to this Agreement; (1) a copy of each T-Mobile SPE Certificate of Formation and each Sale Site Subsidiary Certificate of Formation, certified by the Secretary of State of Delaware as of a recent date, and (2) a certified copy of each T-Mobile SPE LLC Agreement and Sale Site Subsidiary LLC Agreement; (vi) a duly executed certification of non-foreign status of each T-Mobile Contributor in a form complying with the requirements of Section 1445 of the Code (a “FIRPTA Certificate”); provided, however, that if a T-Mobile Contributor fails to deliver such FIRPTA Certificate, no Party will be entitled to prevent or delay the Initial Closing but will be entitled to withhold and pay over to the US Internal Revenue Service all requisite amounts, if any, as required in accordance with Section 1445 of the Code; (vii) such other items and certificates contemplated by Section 2.2 and Section 2.7 as may be reasonably required to consummate the transactions contemplated by this Agreement and the Collateral Agreements.

Agreements and Additional Closing Deliveries. (a) At the Initial Closing, the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries shall have executed and delivered to Crown, as applicable, all Collateral Agreements and such other agreements and documents contemplated by Section 2.2 of this Agreement to which any of them is a Party. (b) At each Technical Closing, the T-Mobile Parties and the T-Mobile SPEs shall have executed and delivered to Crown and the Tower Operator (i) amended schedules and exhibits to the MPL and the applicable MLA and (ii) such other agreements and documents as contemplated by Section 2.7 of this Agreement. (c) At the Initial Closing, on the terms and subject to the conditions of this Agreement, the T-Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries (individually and jointly, as applicable) shall have delivered, or caused to be delivered, to Crown and the Tower Operator, as applicable: : 79 (i) to the extent not available in T-Mobile’s online data room, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued and the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries are in possession of such determinations; ; (ii) all keys and other security access codes or devices providing entry to the Towers (other than T-Mobile Improvements); ; (iii) to the extent not available in T-Mobile’s online data room, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, to that extent that such forms were created and are in the possession of the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries; ; (iv) the books, files and records required pursuant to this Agreement;; (v) (1) a copy of each T-Mobile SPE Certificate of Formation and each Sale Site Subsidiary Certificate of Formation, certified by the Secretary of State of Delaware as of a recent date, and (2) a certified copy of each T-Mobile SPE LLC Agreement and Sale Site Subsidiary LLC Agreement; ; (vi) a duly executed certification of non-foreign status of each T-Mobile Contributor in a form complying with the requirements of Section 1445 of the Code (a “FIRPTA Certificate”); provided, however, that if a T-Mobile Contributor fails to deliver such FIRPTA Certificate, no Party will be entitled to prevent or delay the Initial Closing but will be entitled to withhold and pay over to the US Internal Revenue Service all requisite amounts, if any, as required in accordance with Section 1445 of the Code; ; (vii) such other items and certificates contemplated by Section 2.2 and Section 2.7 as may be reasonably required to consummate the transactions contemplated by this Agreement and the Collateral Agreements.

Agreements and Additional Closing Deliveries. (a) At the Initial Closing, the T-Mobile Parties, the T-Mobile SPEs Cumulus Parties and the Sale Site Subsidiaries Subsidiary shall have executed and delivered to Crownthe Buyer, as applicable, all Collateral Ancillary Agreements and such other agreements and documents contemplated by Section 2.2 of this Agreement to which any of them is a Party. (b) At each Technical Subsequent Closing, the T-Mobile Cumulus Parties and the T-Mobile SPEs shall have executed and delivered to Crown the Buyer and the Tower Operator (i) amended schedules and exhibits to the MPL and MLA providing the applicable Cumulus Collocator the Cumulus Collocation Space at the Assignable Sites and such other changes as are necessary to make the applicable Secondary Sale Subsidiary a party to the MLA and (ii) such other agreements and documents as contemplated by Section 2.7 2.6 of this Agreement. (c) At the Initial Closing, on the terms and subject to the conditions of this Agreement, the T-Mobile Parties, the T-Mobile SPEs Cumulus Parties and the Sale Site Subsidiaries Subsidiary (individually and jointly, as applicable) shall have delivered, or caused to be delivered, to Crown the Buyer and the Tower Operator, as applicable, with respect to each Sale Site subject to such Closing: (i) to the extent not available in T-Mobile’s online data room, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued and the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries are in possession of such determinations; (ii) all keys and other security access codes or devices providing entry to the Towers (other than T-Mobile Improvements); (iii) to the extent not available in T-Mobile’s online data room, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, to that extent that such forms were created and are in the possession of the T-Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries; (iv) the books, files and records required pursuant to this Agreement; (1) a copy of each T-Mobile SPE Certificate of Formation and each Sale Site Subsidiary Certificate of Formation, certified by the Secretary of State of Delaware as of a recent date, and (2) a certified copy of each T-Mobile SPE LLC Agreement and Sale Site Subsidiary LLC Agreement; (vi) a duly executed certification of non-foreign status of each T-Mobile Contributor the Seller in a form complying with the requirements of Section 1445 of the Code (a “FIRPTA Certificate”); provided, however, that if a T-Mobile Contributor fails to deliver such FIRPTA Certificate, no Party will be entitled to prevent or delay the Initial Closing but will be entitled to withhold and pay over to the US Internal Revenue Service all requisite amounts, if any, as required in accordance with Section 1445 of the Code; (viiii) a clearance certificate or similar document(s) from Seller which may be required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Closing Initial Consideration; and (iii) such other items and certificates contemplated by Section 2.2 and Section 2.7 as may be reasonably required to consummate the transactions contemplated by this Agreement and the Collateral Ancillary Agreements. (d) At each Subsequent Closing, on the terms and subject to the conditions of this Agreement, the Cumulus Parties and the applicable Secondary Sale Subsidiary (individually and jointly, as applicable), shall have delivered, or caused to be delivered, to Buyer and the Tower Operator, as applicable, with respect to each Sale Site subject to such Closing: (i) such other items and certificates contemplated by Section 2.6 as may be reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) a FIRPTA Certificate of the Seller; (iii) a clearance certificate or similar document(s) from Seller which may be required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Subsequent Closing Consideration; and (iv) a Joinder Agreement of the applicable Secondary Sale Subsidiary.

Agreements and Additional Closing Deliveries. (a) At the Initial Closing, the T-Mobile T‑Mobile Parties, the T-Mobile T‑Mobile SPEs and the Sale Site Subsidiaries shall have executed and delivered to Crown, as applicable, all Collateral Agreements and such other agreements and documents contemplated by Section 2.2 of this Agreement to which any of them is a Party. (b) At each Technical Closing, the T-Mobile Parties and the T-Mobile SPEs shall have executed and delivered to Crown and the Tower Operator (i) amended schedules and exhibits to the MPL and the applicable MLA and (ii) such other agreements and documents as contemplated by Section 2.7 of this Agreement. (c) At the Initial Closing, on the terms and subject to the conditions of this Agreement, the T-Mobile T‑Mobile Parties, the T-Mobile SPEs and the Sale Site Subsidiaries (individually and jointly, as applicable) shall have delivered, or caused to be delivered, to Crown and the Tower Operator, as applicable: (i) to the extent not available in T-MobileT‑Mobile’s online data room, a copy of the determination of “No Hazard” to air navigation from the FAA for each Tower with respect to which such determination was issued and the T-Mobile T‑Mobile Parties, the T-Mobile T‑Mobile SPEs or the Sale Site Subsidiaries are in possession of such determinations; (ii) all keys and other security access codes or devices providing entry to the Towers (other than T-Mobile T‑Mobile Improvements); (iii) to the extent not available in T-MobileT‑Mobile’s online data room, a copy of the currently existing FCC Form 854R for each Tower with respect to which such form is required, to that extent that such forms were created and are in the possession of the T-Mobile T‑Mobile Parties, the T-Mobile SPEs or the Sale Site Subsidiaries; (iv) the books, files and records required pursuant to this Agreement; (1) a copy of each T-Mobile SPE Certificate of Formation and each Sale Site Subsidiary Certificate of Formation, certified by the Secretary of State of Delaware as of a recent date, and (2) a certified copy of each T-Mobile T‑Mobile SPE LLC Agreement and Sale Site Subsidiary LLC Agreement; (vi) a duly executed certification of non-foreign status of each T-Mobile Contributor in a form complying with the requirements of Section 1445 of the Code (a “FIRPTA Certificate”); provided, however, that if a T-Mobile Contributor fails to deliver such FIRPTA Certificate, no Party will be entitled to prevent or delay the Initial Closing but will be entitled to withhold and pay over to the US Internal Revenue Service all requisite amounts, if any, as required in accordance with Section 1445 of the Code; (vii) such other items and certificates contemplated by Section 2.2 and Section 2.7 as may be reasonably required to consummate the transactions contemplated by this Agreement and the Collateral Agreements.