Common use of Casualty Sites Clause in Contracts

Casualty Sites. (a) If, prior to the Initial Closing, the Verizon Parties or Acquiror become aware that a Site constitutes a Casualty Site (and such Site was not designated as a Casualty Site on the Site List), the Verizon Parties or Acquiror, as the case may be, shall promptly notify the other Parties in writing that it considers such Site as a Casualty Site, with reasonable specificity as to the reasons therefor. The determination that a Site is a Casualty Site at the Initial Closing shall be made by Acquiror in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site List. (b) With respect to each Site designated as a Casualty Site on the Closing Site List, the Verizon Parties may, at their option, elect promptly following the Initial Closing to (i) repair, at their sole cost and expense, the Tower as necessary so as to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) and shall use their commercially reasonable efforts to commence such actions promptly following any such election, (ii) promptly (but in any event no later than 20 Business Days following request) reimburse Acquiror and the Tower Operator for their documented commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with their repair of the Tower to the extent (and only to the extent) that such repairs are necessary to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) (a good faith estimate of which Acquiror shall provide to the Verizon Parties upon the Verizon Parties’ request) or (iii) designate such Casualty Site as an Excluded Site in accordance with Section 4.3(b); provided, however, that in the event the Verizon Parties elect the option described in clause (i), (A) the Verizon Parties shall use their commercially reasonable efforts to take the actions contemplated in clause (i) as promptly as reasonably practicable and (B) if the Verizon Parties or Verizon Lessors do not repair the Tower pursuant to clause (i) by the Final Closing Date, then promptly thereafter 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 Site were originally an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for the Net Amount with respect to such Site.

Casualty Sites. (a) If, prior to the Initial Closing, the Verizon AT&T Parties or Acquiror become aware that a Site constitutes a Casualty Site (and such Site was not designated as a Casualty Site on the Site List), the Verizon AT&T Parties or Acquiror, as the case may be, shall promptly notify the other Parties in writing that it considers such Site as a Casualty Site, with reasonable specificity as to the reasons therefor. The determination that a Site is a Casualty Site at the Initial Closing shall be made by Acquiror in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site List. (b) With respect to each Site designated as a Casualty Site on the Closing Site List, the Verizon AT&T Parties may, at their option, elect promptly following the Initial Closing to (i) repair, at their sole cost and expense, the Tower as necessary so as to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) and shall use their commercially reasonable efforts to commence such actions promptly following any such election, (ii) promptly (but in any event no later than 20 10 Business Days following request) reimburse Acquiror and the Tower Operator for their documented commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with their repair of the Tower to the extent (and only to the extent) that such repairs are necessary to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) (a good faith estimate of which Acquiror shall provide to the Verizon AT&T Parties upon the Verizon AT&T Parties’ request) or (iii) designate such Casualty Site as an Excluded Site in accordance with Section 4.3(b); provided, however, that in the event the Verizon AT&T Parties elect the option described in clause (i), (A) the Verizon AT&T Parties shall use their commercially reasonable efforts to take the actions contemplated in clause (i) as promptly as reasonably practicable and (B) if the Verizon AT&T Parties or Verizon Lessors AT&T Newcos do not repair the Tower pursuant to clause (i) by the Final Closing Date, then promptly thereafter 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 Site were originally an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon AT&T refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration)Acquiror, as adjusted for the Net Amount with respect to such Site. In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (A) amended schedules and exhibits to the MPL, (B) amended schedules and exhibits to the applicable MLA, (C) amended schedules and exhibits to the Management Agreement and (D) amended schedules or exhibits to all other applicable Collateral Agreements.

Casualty Sites. (a) If, In the event that prior to one of the Initial Closing-------------- Closings, the Verizon Parties Seller or Acquiror become aware Purchaser discovers that a Site Tower constitutes a Casualty Site (and such Site was not designated as a Casualty Site on the Site List)Site, the Verizon Parties Seller or AcquirorPurchaser, as the case may be, shall promptly notify inform the other Parties party. If a Tower is deemed a Casualty Site, Seller shall, in writing its sole discretion, elect one of the following options with respect to each such Casualty Site: (i) Seller may elect to exclude any Casualty Site from the Assets to be transferred pursuant to this Agreement, and such exclusion shall not count against the total number of Current Towers that Purchaser may exclude; or (ii) Seller may repair the Tower so as to bring the condition of such Tower to the condition that it considers was in immediately prior to the event or occurrence of casualty causing such Site Tower to be designated as a Casualty Site, with reasonable specificity as to the reasons therefor. The determination that a Site is a Casualty Site or, in lieu thereof, pay Purchaser at the Initial relevant Closing shall the amount reasonably determined by Seller and agreed to by Purchaser, such agreement by Purchaser not to be made by Acquiror unreasonably withheld, delayed or conditioned, to be required to repair the Tower in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site Listmanner described above. (b) With respect to each Site designated as a Casualty Site on the Closing Site ListSite, the Verizon Parties may, at their option, elect promptly following the Initial Closing to (i) repair, at their sole cost and expense, if Seller does not repair the Tower as necessary so as to cause such Site to no longer be a Casualty Site (and to the extent needed or pay Purchaser to repair the physical damage caused by the applicable casualty event) and shall use their commercially reasonable efforts Tower pursuant to commence such actions promptly following any such election, (ii) promptly (but in any event no later than 20 Business Days following request) reimburse Acquiror and the Tower Operator for their documented commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with their repair of the Tower this Section 5.18 prior to the extent (and only to the extent) that Expiration Date, then, in each such repairs are necessary to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) (a good faith estimate of which Acquiror shall provide to the Verizon Parties upon the Verizon Parties’ request) or (iii) designate case, such Casualty Site shall be treated as an Excluded if Seller had elected to exclude such Casualty Site in accordance with Section 4.3(b)from the Assets to be conveyed hereby; provided, however, that in the event the Verizon Parties elect the option described in clause (i), (A) the Verizon Parties shall use their commercially reasonable efforts to take the actions contemplated in clause (i) as promptly as reasonably practicable and (B) if the Verizon Parties or Verizon Lessors do not repair the Tower pursuant to clause (i) at issue shall not count as a terminated Tower as contemplated by the Final Closing Date, then promptly thereafter 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 Site were originally an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for the Net Amount with respect to such Site2.6 or Article VI hereof.

Casualty Sites. (a) If, In the event that prior to one of the Initial ClosingClosings, the Verizon Parties -------------- Seller or Acquiror become aware Purchaser discovers that a Site Tower constitutes a Casualty Site (and such Site was not designated as a Casualty Site on the Site List)Site, the Verizon Parties Seller or AcquirorPurchaser, as the case may be, shall promptly notify inform the other Parties party. If a Tower is deemed a Casualty Site, Seller shall, in writing its sole discretion, elect one of the following options with respect to each such Casualty Site: (i) Seller may elect to exclude any Casualty Site from the Assets to be transferred pursuant to this Agreement, and such exclusion shall not count against the total number of Current Towers that Purchaser may exclude; or (ii) Seller may repair the Tower so as to bring the condition of such Tower to the condition that it considers was in immediately prior to the event or occurrence of casualty causing such Site Tower to be designated as a Casualty Site, with reasonable specificity as to the reasons therefor. The determination that a Site is a Casualty Site or, in lieu thereof, pay Purchaser at the Initial relevant Closing shall the amount reasonably determined by Seller and agreed to by Purchaser, such agreement by Purchaser not to be made by Acquiror unreasonably withheld, delayed or conditioned, to be required to repair the Tower in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site Listmanner described above. (b) With respect to each Site designated as a Casualty Site on the Closing Site ListSite, the Verizon Parties may, at their option, elect promptly following the Initial Closing to (i) repair, at their sole cost and expense, if Seller does not repair the Tower as necessary so as to cause such Site to no longer be a Casualty Site (and to the extent needed or pay Purchaser to repair the physical damage caused by the applicable casualty event) and shall use their commercially reasonable efforts Tower pursuant to commence such actions promptly following any such election, (ii) promptly (but in any event no later than 20 Business Days following request) reimburse Acquiror and the Tower Operator for their documented commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with their repair of the Tower this Section 5.18 prior to the extent (and only to the extent) that Expiration Date, then, in each such repairs are necessary to cause such Site to no longer be a Casualty Site (and to the extent needed to repair the physical damage caused by the applicable casualty event) (a good faith estimate of which Acquiror shall provide to the Verizon Parties upon the Verizon Parties’ request) or (iii) designate case, such Casualty Site shall be treated as an Excluded if Seller had elected to exclude such Casualty Site in accordance with Section 4.3(b)from the Assets to be conveyed hereby; provided, however, that in the event the Verizon Parties elect the option described in clause (i), (A) the Verizon Parties shall use their commercially reasonable efforts to take the actions contemplated in clause (i) as promptly as reasonably practicable and (B) if the Verizon Parties or Verizon Lessors do not repair the Tower pursuant to clause (i) at issue shall not count as a terminated Tower as contemplated by the Final Closing Date, then promptly thereafter 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 Site were originally an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for the Net Amount with respect to such Site2.6 or Article VI hereof.