Common use of Certain Procedures with Respect to Identifying and Curing Exceptions Clause in Contracts

Certain Procedures with Respect to Identifying and Curing Exceptions. (a) From and after the date of this Agreement until the date that is 18 months after the Initial Closing Date (the “Final Closing Date”), the Parties shall coordinate and cooperate in good faith to identify and cure any and all Exceptions and to cause the conversion of any Managed Sites to Lease Sites or Assignable Sites, as applicable. Notwithstanding the foregoing, (i) Acquiror shall have principal responsibility for devising and implementing the strategy for curing any and all Exceptions (other than with respect to Consents to be obtained from AT&T Subsidiaries or with respect to the Tower Subtenants referred to in Section 4.2 of the AT&T Disclosure Letter); provided that the implementation of such strategy shall be subject to the prior written consent of AT&T, such consent not to be unreasonably withheld, delayed or conditioned, (ii) with respect to Consents to be obtained from AT&T Subsidiaries or the Tower Subtenants referred to in Section 4.2 of the AT&T Disclosure Letter, the Parties shall coordinate and cooperate in good faith to devise and implement the strategy for obtaining such Consents, (iii) Acquiror shall be permitted to unilaterally prepare and deliver (and re-deliver) Consent Agreements and receive Consents from and after the date of this Agreement (other than with respect to those Persons described in clause (ii) above, with respect to which the Parties shall coordinate and cooperate in good faith in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents), (iv) the AT&T Parties and their respective representatives shall not unilaterally prepare and deliver (and re-deliver) Consent Agreements or receive Consents, or otherwise unilaterally initiate contact with any Person for the purpose of discussing such Consent Agreements and Consents without the prior written consent of Acquiror, such consent not to be unreasonably withheld or delayed (it being understood that the AT&T Parties and their respective representatives shall participate in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents to and from those Persons referred to in clause (ii) above); provided, however, that the Parties and their respective representatives may receive unsolicited communications from any Person regarding any of the foregoing matters; and (v) Acquiror shall, in the case of each Authorization that requires only notice to be delivered to a Person, use commercially reasonable efforts to deliver a Notice to each such Person as promptly as reasonably practicable after the date of this Agreement. If the AT&T Parties or their respective representatives receive unsolicited communications from any Person regarding any of the foregoing matters, the AT&T Parties and their respective representatives (i) shall, to the extent reasonably practicable, direct any Person that initiates contact with the AT&T Parties or their respective representatives to contact Acquiror and (ii) may respond to any unsolicited communications that are non-written. Acquiror shall exercise its rights under this Section 4.2(a) in a manner that does not unreasonably interfere with the business activities or relationships of the AT&T Parties.

Certain Procedures with Respect to Identifying and Curing Exceptions. (a) From and after the date of this Agreement until the date that is 18 months after the Initial Closing Date (the “Final Closing Date”), the Parties shall coordinate and cooperate in good faith to identify and cure any and all Exceptions and to cause the conversion of any Managed Sites to Lease Sites or Assignable Sites, as applicable. Notwithstanding the foregoing, (i) Acquiror shall have principal responsibility responsibility, at its sole cost and expense (except as otherwise provided herein), for devising and implementing the strategy for curing any and all Exceptions (other than with respect to Consents to be obtained from AT&T Verizon Subsidiaries or with respect to the Tower Subtenants referred to in Section 4.2 of the AT&T Verizon Disclosure Letter); provided that the implementation of such strategy shall be subject to the prior written consent of AT&TVerizon, such consent not to be unreasonably withheld, delayed or conditioned, (ii) with respect to Consents to be obtained from AT&T Verizon Subsidiaries or the Tower Subtenants referred to in Section 4.2 of the AT&T Verizon Disclosure Letter, the Parties shall coordinate and cooperate in good faith to devise and implement the strategy for obtaining such Consents, (iii) Acquiror shall be permitted to unilaterally prepare and deliver (and re-deliver) Consent Agreements and receive Consents from and after the date of this Agreement (other than with respect to those Persons described in clause (ii) above, with respect to which the Parties shall coordinate and cooperate in good faith in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents), (iv) the AT&T Parties Verizon Parties, the Verizon Lessors and their respective representatives shall not unilaterally prepare and deliver (and re-deliver) Consent Agreements or receive Consents, or otherwise unilaterally initiate contact with any Person for the purpose of discussing such Consent Agreements and Consents without the prior written consent of Acquiror, such consent not to be unreasonably withheld withheld, conditioned or delayed (it being understood that the AT&T Parties Verizon Parties, the Verizon Lessors and their respective representatives shall participate in preparing and delivering (and re-delivering) Consent Agreements and receiving Consents to and from those Persons referred to in clause (ii) above); provided, however, that the Parties and their respective representatives may receive unsolicited communications from any Person regarding any of the foregoing matters; and (v) Acquiror shall, in the case of each Authorization that requires only notice to be delivered to a Person, use commercially reasonable efforts to deliver a Notice to each such Person as promptly as reasonably practicable after the date of this Agreement. If the AT&T Parties Verizon Parties, the Verizon Lessors or their respective representatives receive unsolicited communications from any Person regarding any of the foregoing matters, the AT&T Parties Verizon Parties, the Verizon Lessors and their respective representatives (i) shall, to the extent reasonably practicable, direct any Person that initiates contact with the AT&T Parties Verizon Parties, the Verizon Lessors or their respective representatives to contact Acquiror and (ii) may respond to any unsolicited communications that are non-written; provided that the Verizon Parties shall, to the extent reasonably practicable, inform Acquiror of any such communications. Acquiror shall exercise its rights under this Section 4.2(a) in a manner that does not unreasonably interfere with the business activities or relationships of the AT&T Verizon Parties.