Common use of Efforts to Close; Cooperation Clause in Contracts

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors and Acquiror each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon Parties or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transaction.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors AT&T Parties and Acquiror each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental AuthorityAgreement. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon AT&T Parties or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon AT&T Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon AT&T Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transaction.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreementthe Foreign Corrupt Practices Act of the United States, from to the date of this Agreement until the Initial Closingextent applicable, the Verizon Parties, the Verizon Lessors Sellers and Acquiror Buyer each shall agree to use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, and to cooperate with the each other in connection with the foregoing foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would could reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their (A) each Party agrees to use commercially reasonable efforts (1) to (A) obtain all necessary waiversAuthorizations from third parties, consents, releases and approvals (2) to obtain all Authorizations that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C3) to lift or rescind any Order judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated by this Agreement and the Collateral Agreementshereby, (D4) to effect all necessary registrations and filings, including including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, Authority and (E5) to fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (FB) respond as promptly as reasonably practical Sellers agree to correct any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With title defects with respect to any each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction judicial order or other Order order, decree or Law ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreementshereby, the Parties shall to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall the Verizon Parties Sellers or any of their respective Affiliates Buyer be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets commercially reasonable efforts (other than a sale, disposition or transfer its own reasonable fees and expenses of any Included Property or any related Collocation Agreements to any Person other than Acquirorcounsel and advisors) or any other corporate transactionand except as otherwise provided herein.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors Utility and Acquiror Purchaser each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral AgreementsContemplated Transactions, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this AgreementContemplated Transactions, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this AgreementContemplated Transactions, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral other Transaction Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties parties to consummate the transactions contemplated by this Agreement and the Collateral AgreementsContemplated Transactions, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental AuthorityAgreement. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties parties to promptly consummate the transactions contemplated by this Agreement and the Collateral other Transaction Agreements, the Parties parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon Parties or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transaction.

Efforts to Close; Cooperation. (a) Subject to each Party's compliance with the provisions of this Agreementthe Foreign Corrupt Practices Act of the United States, from to the date of this Agreement until the Initial Closingextent applicable, the Verizon Parties, the Verizon Lessors Sellers and Acquiror Buyer each shall agree to use their commercially reasonable efforts to (i) to use, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, and to cooperate with the each other in connection with the foregoing foregoing, and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would could reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, including using their (A) each Party agrees to use commercially reasonable efforts (1) to (A) obtain all necessary waiversAuthorizations from third parties, consents, releases and approvals (2) to obtain all Authorizations that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C3) to lift or rescind any Order judicial order or other order adversely affecting the ability of the Parties hereto to consummate the transactions contemplated by this Agreement and the Collateral Agreementshereby, (D4) to effect all necessary registrations and filings, including including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, Authority and (E5) to fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (FB) respond as promptly as reasonably practical Sellers agree to correct any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With title defects with respect to any each applicable Site, other than Permitted Encumbrances and, subject to SECTION 5.3, title defects relating to the Existing Mortgages, at or prior to each applicable Closing. Sellers and Buyer further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction judicial order or other Order order, decree or Law ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties hereto to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreementshereby, the Parties shall to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be, or, if entered, to obtain its lifting or revocation. In no event, however, shall the Verizon Parties Sellers or any of their respective Affiliates Buyer be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets commercially reasonable efforts (other than its own reasonable fees and expenses of counsel and advisors) and except as otherwise provided herein. (b) Sellers and Buyer shall keep the other Party apprised of the status of matters relating to the completion of the transactions contemplated hereby and work cooperatively in connection with obtaining the requisite approvals. (c) Sellers and Buyer shall each give the other prompt written notice upon Sellers' or Buyer's (as the case may be) becoming aware that (i) any representation or warranty made by such Party pursuant to this Agreement is no longer true or (ii) any fire, other casualty or condemnation (actual or threatened) affecting a saleSite. (d) In addition and without duplication, disposition Sellers and Buyer shall use their reasonable best efforts to obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such Land Lease to Buyer (ii) the sublease of portions of 13 <PAGE> the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or transfer terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any Included Property concessions to the Ground Lessor in terms of Ground Rent or revenue sharing arrangements and (iii) the creation of a pledge by Buyer of its rights under the Land Lease for the benefit of Buyer's lenders. Sellers shall involve Buyer in all material aspects of the efforts to obtain any related Collocation Agreements to any Person other than Acquiror) or any other corporate transactionrequired Ground Lessor Consent, including providing copies of such Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the request of Buyer, Buyer shall be included in all negotiations with respect thereto. Section 5.3.

Efforts to Close; Cooperation. (a) Subject to the provisions of this AgreementArticle 3, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors Contributors and Acquiror Lessee each shall agree to use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, and to cooperate with the other in connection with the foregoing foregoing, and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation and the making effective as promptly as practicable of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, (D) effect all necessary registrations and filings, including including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, including, without limitation, any Governmental Antitrust Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement Agreement. Contributors and (F) respond as promptly as reasonably practical to any request for documents or informationLessee further covenant and agree, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With with respect to any threatened or pending preliminary or permanent injunction or other Order order, decree or Law ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties parties to promptly consummate the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, the Parties shall to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon Parties will Contributors or Lessee or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their its obligations under this Section 9.2 (6.2, other than with respect to any such obligationpayments required to be made in connection with Shared Ground Lease Payments in a Ground Lease as set forth in this Agreement and the Lease Agreement. In addition, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding notwithstanding anything to the contrary in this Section 9.2 6.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall will prevent or restrict the Verizon Lessee or Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction transaction, or any sale, disposition or transfer of any assets (assets, other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any a Person other than Acquiror) Lessee of Leased Property, or any other corporate transactiontransaction except, in each case, as would prevent the consummation of the transactions contemplated by this Agreement and the Collateral Agreements.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Cumulus Parties, on the Verizon Lessors one hand, and Acquiror the Buyer, on the other hand, each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Ancillary Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this AgreementAgreement by such Parties or Party, as applicable, including, solely with respect to the Cumulus Parties, all Authorizations necessary to complete the Preliminary Transfers, the Internal Transfers and the sale of the Sale Site Subsidiary and the Secondary Sale Subsidiaries, (B) obtain all consents, approvals and authorizations applicable to such Parties or Party, as applicable, that are required by this Agreement or any Collateral Ancillary Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the such Parties or Party, as applicable, to consummate the transactions contemplated by this Agreement and the Collateral Ancillary Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental AuthorityAuthority applicable to such Parties or Party, as applicable, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond of such Parties or Party, as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authorityapplicable. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Ancillary Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, howeverincluding without limitation, shall solely in the Verizon Parties or any case of the Buyer and the Tower Operator and each of their respective Affiliates be obligated solely with respect to divest or any Antitrust Laws, proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divestiture or disposition of any business of its assets, properties or assets businesses or the assets, properties or businesses to be acquired by it pursuant to this Agreement and the Ancillary Agreements as are required to be divested in connection with order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other Order or Law, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements all at its own expense. In the event any Legal Action by any Governmental Authority or any Collateral Agreement, agree to any condition, restriction other Person is commenced that questions the validity or limitation with respect to any Verizon Party or its respective Affiliates or any legality of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement hereby or seeks damages in connection therewith, the Parties agree to cooperate and the Collateral Agreements oruse commercially reasonable efforts to defend against such Legal Action and, except as otherwise expressly provided if an Order is issued in this Agreement or any Collateral Agreement (including with respect such Legal Action, to any Transaction Revenue Sharing Payments), pay any money use commercially reasonable efforts to any Person or to offer or grant other financial have such injunction or other accommodations order lifted, and to cooperate reasonably regarding any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything other impediment to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict consummation of the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transactiontransactions contemplated hereby.

Efforts to Close; Cooperation. (a) (i) Subject to the provisions terms and conditions of this Agreement, from Seller and Buyer shall, and Seller shall cause the date of this Agreement until the Initial ClosingCompany and its Subsidiaries to, the Verizon Parties, the Verizon Lessors cooperate and Acquiror each shall use their commercially respective reasonable best efforts to (i) take, take or cause to be takentaken all actions, all actions and to do, do or cause to be donedone all things, all things reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement as promptly as reasonably practicable, including (x) to the extent expressly requested by Buyer (and at Buyer’s sole cost and expense with respect to any out-of-pocket costs and expenses incurred in connection therewith), using commercially reasonably efforts to obtain all necessary consents (including, but not limited to, landlord consents), (y) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings (including filing a Notification and Report Form pursuant to the Collateral Agreements, HSR Act not later than two Business Days after the date hereof and requesting early termination of the waiting period under the HSR Act) and to cooperate with the other in connection with the foregoing obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and (ii) refrain from taking, authorizations necessary or cause advisable to be refrained obtained from taking, any action and Government Entity in order to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of consummate the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (Fz) respond as promptly as taking all actions reasonably practical necessary in order to comply with or satisfy the requirements of any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With respect to any threatened or pending preliminary or permanent injunction applicable Law or other Order or Law requirements of any Government Entity that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon Parties or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or by the Termination Date. Without limiting the generality of the foregoing, each of Buyer and Seller shall make as promptly as reasonably practicable all filings and submissions required under any Collateral Agreement, agree to any condition, restriction or limitation applicable Law in connection with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from this Agreement and the transactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the Collateral Agreements ortransactions contemplated by this Agreement, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to after receipt of the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transactionrequest therefor.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement Effective Date until the Initial Closing, Closing the Verizon Parties, the Verizon Lessors and Acquiror Parties each shall use their commercially reasonable efforts to to: (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper proper, or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing foregoing; and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would could reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to to: (A) obtain all necessary waivers, consents, releases releases, and approvals that are required for the consummation of the transactions contemplated by this Agreement, ; (B) obtain all consents, approvals approvals, and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, ; (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, ; (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, ; (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement Agreement; and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event; provided, however, that in no event shall the Verizon Parties or any of their respective Affiliates SM Group Member be obligated required to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other any financial or other accommodations accommodation to any Person in connection with their the SM Group Members’ obligations under this Section 9.2 (any such obligation, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transaction7.2.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors T‑Mobile Parties and Acquiror Crown each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental AuthorityAgreement. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon T‑Mobile Parties or Crown or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their its obligations under this Section 9.2 (any such obligation9.2. In addition, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict Crown or the Verizon T‑Mobile Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than AcquirorCrown) or any other corporate transaction, except, in each case, as would be reasonably likely to prevent the consummation of the transactions contemplated by this Agreement and the Collateral Agreements.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors T-Mobile Parties and Acquiror Crown each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental AuthorityAgreement. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon T-Mobile Parties or Crown or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their its obligations under this Section 9.2 (any such obligation9.2. In addition, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict Crown or the Verizon T-Mobile Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than AcquirorCrown) or any other corporate transaction., except, in each case, as would be reasonably likely to prevent the consummation of the transactions contemplated by this Agreement and the Collateral Agreements. 70 (b) Subject to the provisions of this Agreement, the T-Mobile Parties and Crown each shall use their commercially reasonable efforts to obtain the CA/NV Consent and Acknowledgment as promptly as practicable following the Signing Date and to cooperate with each other in connection therewith. (c) Without limiting the generality or effect of the foregoing, in the event that a Party determines that any filing or other action is required under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall make such filings and take all such other actions such that the transactions contemplated hereby can be consummated as promptly as possible. SECTION 9.3

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial ClosingCompany, the Verizon Parties, the Verizon Lessors Parent and Acquiror Merger Sub each shall agree to use their commercially reasonable efforts to (i) take, or cause to be taken, all lawful actions and to do, or cause to be done, all lawful things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, and to cooperate with the other others in connection with the foregoing foregoing, and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any LawLegal Requirement, (C) lift or rescind any Order injunction or restraining order or other order adversely affecting the ability of the Parties parties to consummate the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, (D) effect all necessary registrations and filings, including including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, Authority and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement Agreement. The Company, Parent and (F) respond as promptly as reasonably practical to any request for documents or informationMerger Sub further covenant and agree, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental Authority. With with respect to any threatened or pending preliminary or permanent injunction or other Order order, decree or Law ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties parties to promptly consummate the transactions contemplated by this Agreement and the Collateral AgreementsAgreement, the Parties shall to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall will the Verizon Parties Company, Parent or Merger Sub or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their its obligations under this Section 9.2 (6.4. If prior to the Closing Date, to the Knowledge of the Company, the Company breaches any representation or warranty hereunder that is reasonably likely to cause the conditions set forth in Section 7.1 not to be satisfied, then the Company will notify Parent of such obligationbreach. If prior the Closing Date, agreement offer to the Knowledge of Parent, Parent or grantMerger Sub breaches any representation or warranty hereunder that is reasonably likely to cause the condition set forth in Section 8.1 not to be satisfied, being a “Regulatory Condition”)then Parent will notify the Company of such breach. Notwithstanding anything the foregoing, the parties agree that any breach of the obligation to notify the other party pursuant to the contrary in this Section 9.2 or otherwise, nothing in immediately preceding two sentences will be treated for all purposes of this Agreement (including the satisfaction of the conditions to Closing in Article 7 and Article 8 and indemnification in Article X) only as a breach of the underlying representation or any Collateral Agreement shall prevent warranty and not as an independent breach of a covenant or restrict the Verizon Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than Acquiror) or any other corporate transactionagreement.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the Verizon Parties, the Verizon Lessors T-Mobile Parties and Acquiror Crown each shall use their commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and the Collateral Agreements, and to cooperate with the other in connection with the foregoing and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the transactions contemplated by this Agreement, including using their commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the transactions contemplated by this Agreement, (B) obtain all consents, approvals and authorizations that are required by this Agreement or any Collateral Agreement to be obtained under any Law, (C) lift or rescind any Order adversely affecting the ability of the Parties to consummate the transactions contemplated by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this Agreement and (F) respond as promptly as reasonably practical to any request for documents or information, formal or informal investigation, and/or other voluntary or compulsory process issued or initiated by a Governmental AuthorityAgreement. With respect to any threatened or pending preliminary or permanent injunction or other Order or Law that would adversely affect the ability of the Parties to promptly consummate the transactions contemplated by this Agreement and the Collateral Agreements, the Parties shall use their commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, or to seek the removal, vacatur or nullification thereof, as the case may be. In no event, however, shall the Verizon T-Mobile Parties or Crown or any of their respective Affiliates be obligated to divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree to any condition, restriction or limitation with respect to any Verizon Party or its respective Affiliates or any of their respective assets or operations, exclude any Portfolio Site from the transactions contemplated by this Agreement and the Collateral Agreements or, except as otherwise expressly provided in this Agreement or any Collateral Agreement (including with respect to any Transaction Revenue Sharing Payments), to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with their its obligations under this Section 9.2 (any such obligation9.2. In addition, agreement offer or grant, being a “Regulatory Condition”). Notwithstanding notwithstanding anything to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict Crown or the Verizon T-Mobile Contributors or any of their respective Affiliates in any manner from engaging in any merger, acquisition or business combination transaction or any sale, disposition or transfer of any assets (other than a sale, disposition or transfer of any Included Property or any related Collocation Agreements to any Person other than AcquirorCrown) or any other corporate transaction, except, in each case, as would be reasonably likely to prevent the consummation of the transactions contemplated by this Agreement and the Collateral Agreements.