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 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 this Agreement. 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 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 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 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide such other documentation such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreement.

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 AT&T Parties 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 this Agreement and (B) Sellers agree to consummate this Agreement. With correct any 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 AT&T 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 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 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 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. (b) Without limiting Sellers and Buyer shall keep the generality or effect other Party apprised of the foregoing, in status of matters relating to the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation completion of the transactions contemplated herebyhereby 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, the Parties other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall cooperate to make such filings and use commercially their reasonable best efforts to provide obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such other documentation Land Lease to Buyer (ii) the sublease of portions of the Site by Buyer to third party tenants whose primary business is the provision of "radio transmission and/or communication services" or terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any 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 required Ground Lessor Consent, including providing copies of such that Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the transactions contemplated hereby can request of Buyer, Buyer shall be consummated as promptly as possible after the date of this Agreementincluded in all negotiations with respect thereto.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the AT&T Parties 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, and (E) fulfill all conditions to the other Parties’ obligation to consummate the transactions contemplated by this AgreementAgreement 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 AT&T 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 AT&T 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 AT&T 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide such other documentation such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreement.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date terms and conditions of this Agreement until (including Section 5.5), each Party will use its reasonable best efforts to prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, Orders, registrations, approvals, Permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Initial Closingtransactions contemplated by this Agreement (including any approval of, or consent to, the AT&T Parties transactions contemplated hereby of or from any and Acquiror all applicable state departments of insurance or departments of managed care under any applicable state insurance, managed care or similar Laws, including with respect to the termination of existing intercompany agreements between Seller and/or or its Subsidiaries and healthcare affiliates, on the one hand, and any of the Target Companies, on the other hand (the “Other Insurance Approvals” (provided that such term shall not include the Ohio State Insurance Approval)). Subject to the terms and conditions set forth herein (including Section 5.5), and to applicable Law, each shall Party agrees to use their commercially its reasonable best efforts to (i) take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Parties in doing, all things necessary, necessary proper or advisable advisable, to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and hereby, including the Collateral Agreementssatisfaction of the respective conditions set forth in Article VI. (b) In the event any consent, and to cooperate with the other in connection with the foregoing and (ii) refrain from takingwaiver, license, Order, registration, approval, Permit, tax ruling or cause authorization is necessary or advisable to be refrained obtained from taking, any action and Governmental 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 other than with respect to the matters covered by Section 5.5 (A) obtain all necessary waiverswhich will be governed by Section 5.5), 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 each of the Parties will promptly notify the other Party of any written or, if not written, material, communication made to consummate the transactions contemplated or received by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by such Party from any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate this Agreement. With respect to Entity regarding 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 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 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 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the Parties shall cooperate other Party to make review in advance any proposed written communication to any such filings Governmental Entity and use commercially incorporate the other Party’s reasonable efforts comments, not agree to provide participate in any substantive meeting or discussion with any such other documentation such that Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby can be consummated as promptly as possible after unless, to the date extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this AgreementAgreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, subject to applicable Law, each Party shall provide to the other Party (or their respective Representatives) upon request copies of all correspondence between such Party and any Governmental Entity and all productions by such Party to a Governmental Entity, in each case relating to the transactions described herein. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions described herein by or on behalf of any Party.

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 AT&T Parties and Acquiror 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, 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 Authority; provided, however, that in no event shall any SM Group Member be required to pay any money to any Person or to offer or grant any financial or other accommodation to any Person in connection with the SM Group Members’ obligations under this Section 7.2. (b) Without limiting the generality of Section 7.2(a), each Party shall make an appropriate filing pursuant to the HSR Act within five (5) Business Days after the Effective Date (unless another date is mutually agreed upon by the Parties in writing), and Buyer shall be responsible for payment of the filing fee. Each Party shall promptly notify the other Parties of any oral or written communication it receives from any Governmental Authority relating to the matters that are the subject of this Agreement, permit the other Parties to review in advance any communication proposed to be made by such Party (or its advisors) to any Governmental Authority, and provide the other Parties with copies of all correspondence, filings or other communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement. Each Party may, as it deems advisable and necessary, designate any competitively sensitive materials provided to the other under this Section 7.2 as “outside counsel only." No Party to this Agreement shall agree to participate in any meeting or discussion with any Governmental Authority in respect of any such filings, investigation or other inquiry unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent practicable and permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting. Subject to the Confidentiality Agreement and applicable Law, the Parties shall coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods under any Law in any relevant jurisdiction. (c) 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 enactment, or promulgation thereof, or to seek the removal, vacatur vacation or nullification thereof, as the case may be. In no eventthe event that any permanent or preliminary injunction or other Order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated hereby in accordance with the terms of this Agreement unlawful or that would restrain, however, shall the AT&T Parties enjoin or any of their respective Affiliates be obligated to divest otherwise prevent or hold separate any business or assets in connection with materially delay the consummation of the transactions contemplated by this Agreement or any Collateral Agreement, agree the Parties shall use commercially reasonable efforts to vacate, modify or suspend such injunction or Order so as to permit such consummation prior to the Termination Date. (d) Buyer shall not, and shall cause its Affiliates not to, take any condition, restriction action which is intended to or limitation with respect which would reasonably be expected to any AT&T Party or its respective Affiliates or adversely affect the ability of any of their respective assets the Parties from obtaining (or operationscause delay in obtaining) any clearance, exclude authorization or approval of any Portfolio Site from Governmental Authority required for the transactions contemplated by this Agreement Agreement, from performing its covenants and the Collateral Agreements or, except as otherwise expressly provided in obligations under 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 from consummating the transactions contemplated by 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 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 transactionAgreement. (be) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide such other documentation such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this AgreementEffective Date.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the AT&T 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 this Agreement. 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 AT&T 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 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), 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 AT&T 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. (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 in good faith that any filing or other documentation action is required by applicable Law under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide take all such other documentation actions such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreementpossible.

Efforts to Close; Cooperation. (ai) 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 AT&T Parties 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 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 obtain as promptly as reasonably practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, permits and authorizations necessary or advisable to be obtained from any Government Entity in order to consummate the transactions contemplated by this Agreement, and (z) taking all actions reasonably necessary in order to comply with or satisfy the requirements of any applicable Law or other requirements of any Government Entity that would prevent the consummation of the transactions contemplated by this Agreement 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 applicable Law in connection with this Agreement and the Collateral Agreementstransactions contemplated by this Agreement, and file promptly any additional information requested under any applicable Law in connection with this Agreement and the transactions contemplated by this Agreement, after receipt of the request therefor. (ii) Notwithstanding the obligations to cooperate the contrary in this Section 6.3(a), in connection with obtaining the approval of any Government Entity required in order to consummate the transactions contemplated by this Agreement, neither Buyer nor any of its Affiliates shall be required to (A) undertake any efforts, or to take or consent to any action, if such efforts, action or consent would be reasonably likely to result in a material adverse effect on, (i) the business, financial condition or results of operations of the business of the Company and its Subsidiaries, taken as a whole, or (ii) its financial condition results of Buyer and its Subsidiaries taken as a whole (using materiality based on the size of the Company); (B) hold separate, offer or agree to an order or legally enforceable undertaking to hold separate, any properties, assets, operations or businesses (or any portion thereof), except as such would not reasonably be expected to have a Buyer Material Adverse Effect; (C) take or commit to take actions, or agree to or accept any conditions, restrictions, limitations or requirements imposed by Government Entities that limit Buyer’s or, following the Closing, the Company’s and its Subsidiaries’ freedom of action with respect to, or its or their ability to retain, one or more of its businesses, product lines or assets, except as such would not reasonably be expected to have a Buyer Material Adverse Effect; (D) pay any amounts, expend money or offer or grant any accommodation (financial or otherwise), other than its share of the filing fees and expenses and fees of counsel, except as such would not reasonably be expected to have a Buyer Material Adverse Effect; (E) commence any Litigation against any Government Entity or defend any Litigation initiated by any Government Entity; or (F) waive any of the conditions to closing hereunder. (b) Seller, on the one hand, and Buyer, on the other hand, shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, Affiliates, associates, directors, officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the foregoing preparation of any statement, filing, notice or application made to any third party and/or any Government Entity in connection with the transactions contemplated by this Agreement. (c) Except as prohibited by applicable Law and (ii) refrain from takingexcept as prohibited by any Government Entity, or cause Seller and Buyer shall keep each other apprised of the status of matters relating 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 completion of the transactions contemplated by this Agreement, including using their commercially reasonable efforts promptly furnishing the other with copies of notices or other communications received by such party, or any of its Affiliates, from any third party and/or any Government Entity with respect 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 except that are required by this Agreement each party may redact any portion of such notices or other communication related to anything that is not related to such transactions. None of the parties shall permit any of its respective officers or any Collateral Agreement other Representatives or agents to be obtained under participate in any Lawmeeting with any Government Entity with respect to any filings, (C) lift investigation or rescind any Order adversely affecting the ability of the Parties other inquiry relating to consummate the transactions contemplated by this Agreement unless it gives prior notice and consults with the Collateral Agreementsother party in advance and, (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 extent permitted by such Government Entity, gives the other Parties’ obligation party the opportunity to consummate this Agreementattend and participate thereat. With respect The parties shall consult and reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with all meetings, actions and proceedings under or relating 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 Laws in connection with the transactions contemplated by this Agreement (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing party and its Representatives prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith, except in each case that the Collateral Agreements, filing party shall not be so required to 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 AT&T Parties or extent that any of their respective Affiliates be obligated the foregoing do not relate in any manner 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 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 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide such other documentation such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreement.

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 AT&T Parties 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 this Agreement and (B) Sellers agree to consummate this Agreement. With correct any 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 AT&T 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 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 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 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. (b) Without limiting Sellers and Buyer shall keep the generality or effect other Party apprised of the foregoing, in status of matters relating to the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation completion of the transactions contemplated herebyhereby 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, the Parties other casualty or condemnation (actual or threatened) affecting a Site. (d) In addition and without duplication, Sellers and Buyer shall cooperate to make such filings and use commercially their reasonable best efforts to provide obtain from each Ground Lessor from whom consent is required a written consent to (i) the applicable Seller's assignment of such other documentation 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 terms of similar meaning reasonably acceptable to Buyer (each, a "GROUND LESSOR CONSENT") without making any 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 required Ground Lessor Consent, including providing copies of such that Ground Lessor Consents as and when sent, providing copies of correspondence relating thereto, and at the transactions contemplated hereby can request of Buyer, Buyer shall be consummated as promptly as possible after the date of this Agreementincluded in all negotiations with respect thereto.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the AT&T 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 this Agreement. 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 AT&T 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 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), 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 AT&T 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. (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 in good faith that any filing or other documentation action is required by applicable Law under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide take all such other documentation actions such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreementpossible.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial Closing, the AT&T 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 this Agreement. 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 AT&T 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 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), 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 AT&T 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 in good faith that any filing or other documentation action is required by applicable Law under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide take all such other documentation actions such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreement.possible. SECTION 9.3

Efforts to Close; Cooperation. (a) Subject to the provisions terms and conditions herein provided, each of this Agreement, from the date of this Agreement until the Initial Closing, the AT&T Parties and Acquiror each shall parties hereto agrees 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 Agreements, Ancillary Documents and to cooperate in good faith with the other parties hereto in connection with the foregoing foregoing, including (i) making all required regulatory filings and applications as contemplated herein, (ii) refrain from taking, defending all lawsuits or cause to be refrained from taking, other legal proceedings and contest and resist 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 this Agreement. 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 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 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 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with challenging this Agreement or the consummation of the transactions contemplated hereby, (iii) causing to be lifted or rescinded any injunction or restraining order or other order adversely affecting the Parties shall cooperate ability of the parties to make such filings and use commercially reasonable efforts to provide such other documentation such that consummate the transactions contemplated hereby can and (iv) executing such documents, instruments or conveyances of any kind that may be consummated as promptly as possible after reasonably necessary or advisable on the date terms set forth herein to carry out any of the transactions contemplated hereby and by the Ancillary Documents; provided, that such additional documents, instruments and conveyances shall not (w) provide for additional representations or warranties, (x) impose additional obligations or liabilities by any Person, (y) delay the consummation of the transactions contemplated by this Agreement or (z) be inconsistent with the express terms of this Agreement. (b) After the Closing Date, upon Seller’s request (and at Seller’s expense) and without necessity of subpoena, the Surviving Corporation shall, and Buyer shall cause the Surviving Corporation and any of its Subsidiaries and their representatives and counsel to, subject to procedures and other limitations set forth in Article VII, cooperate fully with Seller and its representatives and counsel for purposes of permitting Seller to address and respond to any matters involving Seller that arise as a result of Seller’s prior ownership of the Company or the Subsidiaries, whether or not related to this Agreement, including claims made by or against Seller, the Company or the Subsidiaries and involving any Governmental Authority or third party. Such cooperation shall include (subject to customary obligations of confidentiality) (a) reasonable access during normal business hours and upon reasonable notice to, without limitation, the Surviving Corporation’s and any of its Subsidiaries’ officers, directors, employees, auditors, counsel, representatives, properties, books, records and operating instructions and procedures and (b) the right to make and retain copies of all pertinent documents and records relating to any such matters as may be reasonably requested, and such cooperation shall be required only to the extent that such access does not materially interfere with the Business or business operations. Buyer’s obligations under this Section 5.14 are in addition to Buyer’s other obligations to cooperate with Seller contained in this Agreement, including Buyer’s obligations under Section 9.5.

Efforts to Close; Cooperation. (a) Subject to the provisions of this AgreementArticle 3, from the date of this Agreement until the Initial Closing, the AT&T Parties 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 this Agreement. With Contributors and Lessee further covenant and agree, 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 AT&T 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 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 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 AT&T 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 transaction. (b) Without limiting the generality or effect of the foregoingtransaction except, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or each case, as would prevent the consummation of the transactions contemplated hereby, by this Agreement and the Parties shall cooperate Collateral Agreements. (b) Contributors and Lessee will keep the other party apprised of the status of matters relating to make such filings and use commercially reasonable efforts to provide such other documentation such that the completion of the transactions contemplated hereby can by this Agreement and work cooperatively in connection with obtaining the requisite Governmental Approvals of any Governmental Antitrust Authority, including, without limitation, by: (i) cooperating with the other party in connection with filings under the Antitrust Laws, including, with respect to the party making a filing, (A) by providing copies of all such documents to the non-filing party and its advisors prior to filing (other than documents containing confidential business information), and (B) if requested, by considering in good faith all reasonable additions, deletions or changes suggested in connection with any such filing; (ii) furnishing to the other party all information required for any application or other filing to be consummated made pursuant to any Antitrust Law in connection with the transactions contemplated by this Agreement; (iii) promptly notifying the other party of, and if in writing furnishing the other party with copies of, any communications from or with any Governmental Antitrust Authority with respect to the transactions contemplated by this Agreement; (iv) permitting the other party to review in advance and considering in good faith the views of the other party in connection with any proposed communication with any Governmental Antitrust Authority in connection with proceedings under or relating to any Antitrust Law, to the extent not prohibited by Law; (v) not agreeing to participate in any meeting or discussion with any Governmental Antitrust Authority in connection with proceedings under or relating to any Antitrust Law unless it consults with the other party in advance to the extent not prohibited by Law, and, to the extent permitted by such Governmental Antitrust Authority, gives the other party the opportunity to attend and participate; and (vi) consulting and cooperating with the other party in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Law. If either party or any Affiliate thereof receives a request for additional information or documentary material from any such Governmental Antitrust Authority with respect to the transactions contemplated by this Agreement, then such party will endeavor in good faith to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request. Each party will advise the other party promptly as possible after in respect of any understandings, undertakings or agreements (oral or written) which such party proposes to make or enter into with any Governmental Antitrust Authority in connection with the date of transactions contemplated by this Agreement.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date terms and conditions of this Agreement until (including Section 5.5), each Party will use its reasonable best efforts to prepare and file as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings, tax ruling requests and other documents and to obtain as promptly as practicable all consents, waivers, licenses, Orders, registrations, approvals, Permits, tax rulings and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Initial Closingtransactions contemplated by this Agreement (including any approval of, or consent to, the AT&T Parties transactions contemplated hereby of or from any and Acquiror all applicable state departments of insurance or departments of managed care under any applicable state insurance, managed care or similar Laws, including with respect to the termination of existing intercompany agreements between Seller and/or or its Subsidiaries and healthcare affiliates, on the one hand, and any of the Target Companies, on the other hand (the "Other Insurance Approvals" (provided that such term shall not include the Ohio State Insurance Approval)). Subject to the terms and conditions set forth herein (including Section 5.5), and to applicable Law, each shall Party agrees to use their commercially its reasonable best efforts to (i) take, or cause to be taken, all actions necessary, and to do, or cause to be doneassist and cooperate with the other Parties in doing, all things necessary, necessary proper or advisable advisable, to consummate and make effective as promptly as practicable effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement and hereby, including the Collateral Agreementssatisfaction of the respective conditions set forth in Article VI. (b) In the event any consent, and to cooperate with the other in connection with the foregoing and (ii) refrain from takingwaiver, license, Order, registration, approval, Permit, tax ruling or cause authorization is necessary or advisable to be refrained obtained from taking, any action and Governmental 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 other than with respect to the matters covered by Section 5.5 (A) obtain all necessary waiverswhich will be governed by Section 5.5), 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 each of the Parties will promptly notify the other Party of any written or, if not written, material, communication made to consummate the transactions contemplated or received by this Agreement and the Collateral Agreements, (D) effect all necessary registrations and filings, including filings and submissions of information requested or required by such Party from any Governmental Authority, and (E) fulfill all conditions to the other Parties’ obligation to consummate this Agreement. With respect to Entity regarding 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 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 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 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation is required by applicable Law in connection with this Agreement or the consummation of the transactions contemplated hereby, and, subject, in each case, to applicable Law, if practicable, permit the Parties shall cooperate other Party to make review in advance any proposed written communication to any such filings Governmental Entity and use commercially incorporate the other Party's reasonable efforts comments, not agree to provide participate in any substantive meeting or discussion with any such other documentation such that Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby can be consummated as promptly as possible after unless, to the date extent reasonably practicable, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend, and furnish the other Party upon request with copies of all correspondence, filings and written communications between it and its Affiliates and its respective Representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this AgreementAgreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, subject to applicable Law, each Party shall provide to the other Party (or their respective Representatives) upon request copies of all correspondence between such Party and any Governmental Entity and all productions by such Party to a Governmental Entity, in each case relating to the transactions described herein. In addition, to the extent reasonably practicable, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions described herein shall include Representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, and proposals made or submitted to any Governmental Entity regarding the transactions described herein by or on behalf of any Party.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until Cumulus Parties, on the Initial Closingone hand, and the AT&T Parties and Acquiror 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 this AgreementAgreement of such Parties or Party, as applicable. 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 AT&T 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 AT&T 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 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 transactiontransactions contemplated hereby. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith that any filing or other documentation action is required by applicable Law under any Antitrust Laws in connection with this Agreement or the consummation of the transactions contemplated hereby, the Parties shall cooperate to make such filings and use commercially reasonable efforts to provide take all such other documentation actions such that the transactions contemplated hereby can be consummated as promptly as possible after the date of this Agreementpossible.

Efforts to Close; Cooperation. (a) Subject to the provisions of this Agreement, from the date of this Agreement until the Initial ClosingCompany, the AT&T Parties 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 this Agreement. With The Company, Parent and Merger Sub further covenant and agree, 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 AT&T 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 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 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 to the contrary in this Section 9.2 or otherwise, nothing in this Agreement or any Collateral Agreement shall prevent or restrict the 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. (b) Without limiting the generality or effect of the foregoing, in the event that a Party determines in good faith parties agree that any filing or breach of the obligation to notify the other documentation is required by applicable Law in connection with party pursuant to the immediately preceding two sentences will be treated for all purposes of this Agreement or (including the consummation satisfaction of the transactions contemplated hereby, conditions to Closing in Article 7 and Article 8 and indemnification in Article X) only as a breach of the Parties shall cooperate to make such filings underlying representation or warranty and use commercially reasonable efforts to provide such other documentation such that the transactions contemplated hereby can be consummated not as promptly as possible after the date an independent breach of this Agreementa covenant or agreement.