Common use of Investigation of Sites; Access to Properties and Records Clause in Contracts

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T Parties and (ii) applicable Law (including Laws relating to the exchange of information), AT&T and the AT&T Contributors shall, upon reasonable advance notice from Acquiror to AT&T, make their personnel reasonably available to Representatives of Acquiror and afford to such Representatives reasonable access during normal business hours to the Sites and their properties and Books and Records that, to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records). In no event shall Acquiror take or permit any action in its investigation of any Site, including the accessing of Books and Records, which impairs or otherwise interferes with the use of any Site or operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T Contributors as designated by the AT&T Contributors from time to time, who shall be responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror on any actual inspections. Acquiror shall indemnify the AT&T Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives in connection with such access or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Closing Date; provided, however, that Acquiror shall not indemnify the AT&T Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T Contributor or such Affiliate or (B) any physical condition existing on any Site prior to Acquiror’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror or its Representatives with respect to any such physical condition). Prior to conducting any physical inspection at any Sites, Acquiror shall obtain, and during the period of such inspection shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror shall furnish to AT&T Contributors certificates of insurance evidencing the foregoing coverages.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T Verizon Parties and (ii) applicable Law (including Laws relating to the exchange of information), AT&T Verizon, the Verizon Contributors and the AT&T Contributors Verizon Lessors shall, upon reasonable advance notice from Acquiror to AT&TVerizon, make their personnel reasonably available to Representatives of Acquiror and afford to such Representatives reasonable access during normal business hours to the Sites and their properties and Books and Records that, to the Knowledge of the AT&T Verizon Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T Verizon or its Affiliates to create any Books and Records). In no event shall Acquiror take or permit any action in its investigation of any Site, including the accessing of Books and Records, which impairs or otherwise interferes with the use of any Site or operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T Verizon Contributors as designated by the AT&T Verizon Contributors from time to time, who shall be responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror on any actual inspections. Acquiror shall indemnify the AT&T Verizon Contributors and their respective Affiliates and Representatives for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives in connection with such access or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Closing Date; provided, however, that Acquiror shall not indemnify the AT&T Verizon Contributors or their respective Affiliates and Representatives for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T Verizon Contributor or such Affiliate or (B) any physical condition existing on any Site prior to Acquiror’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror or its Representatives with respect to any such physical condition), except in the case of clause (B) with respect to any claim brought by a Representative or invitee of Acquiror and its Affiliates. Prior to conducting any physical inspection at any Sites, Acquiror shall obtain, and during the period of such inspection shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T Verizon Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T Verizon Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror shall furnish to AT&T Verizon Contributors certificates of insurance evidencing the foregoing coverages.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T-Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T-Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT-Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T-Mobile Contributors as designated by the AT&T T-Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T-Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T-Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T-Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T‑Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T‑Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT‑Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T‑Mobile Contributors as designated by the AT&T T‑Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T‑Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T‑Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T‑Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages.

Investigation of Sites; Access to Properties and Records. (a) Prior to the Initial Applicable Closing, but subject to (i) contractual and legal restrictions applicable to the AT&T T-Mobile Parties and (ii) applicable Law (including Laws relating to the exchange of information)Law, AT&T T-Mobile and the AT&T T-Mobile Contributors shall, upon reasonable advance notice from Acquiror to AT&TT-Mobile, make their personnel reasonably available to Representatives of Acquiror Crown and afford to such Representatives reasonable access during normal business hours to the Sites and their respective offices, properties and Books books and Records that, records of and relating to the Knowledge of the AT&T Parties, are available or reasonably can be made available (it being understood that the foregoing shall in no event require AT&T or its Affiliates to create any Books and Records)Sites during normal business hours. In no event shall Acquiror Crown take or permit any action in its investigation of any Site, including the accessing of Books and Records, Site which impairs or otherwise interferes with the use and operation of any Site active Equipment on or communications operations being conducted at a Site. All requests for access shall be made to a representative of the AT&T T-Mobile Contributors as designated by the AT&T T-Mobile Contributors from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Acquiror Crown on any actual inspections. Acquiror Crown shall indemnify the AT&T T-Mobile Contributors and their respective Affiliates for any claims, losses or causes of action as a result of physical or tangible damages caused by any action by Acquiror and its Representatives by, or incurred in connection with such access with, Crown’s inspection of the Sites or Acquiror’s and its Representatives’ other due diligence activities occurring prior to the Initial Applicable Closing Date; provided, however, that Acquiror Crown shall not indemnify the AT&T T-Mobile Contributors or their respective Affiliates for any claim, loss or cause of action caused by (A) the gross negligence or willful misconduct of any AT&T T-Mobile Contributor or such Affiliate or (B) any physical condition existing on any Site prior to AcquirorCrown’s or its Representative’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Acquiror Crown or its Representatives Representatives’ with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Sites, Acquiror Crown shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, on an “occurrence” basis, including a contractual liability endorsement, and personal injury liability coverage, with AT&T T-Mobile Contributors and their respective Affiliates as additional insureds, from an insurer reasonably acceptable to AT&T T-Mobile Contributors, which insurance policies must have limits of not less than $1,000,000 (combined single limit) for each occurrence for bodily injury, death and property damage. Prior to making any entry upon any Site, Acquiror Crown shall furnish to AT&T T-Mobile Contributors certificates of insurance evidencing the foregoing coverages.. 68 (b) Without limiting the generality of Section 9.1(a), the T-Mobile Parties shall use commercially reasonable efforts to cooperate with Crown and to provide to Crown and its Affiliates, from time to time, upon reasonable advance notice from Crown, (i) access to relevant financial and other information pertaining to the Sites, which information is in any T-Mobile Party’s possession and relevant and reasonably necessary, in the reasonable opinion of Crown or its Affiliates’ outside, third party accountants (“Accountants”), to enable Crown or its Affiliates and their Accountants (and the accountants of the T-Mobile Parties) to prepare financial statements required by Crown in order to comply with (A) the requirements of Rule 3-14 of SEC Regulation S-X (or, if required by applicable authorities, Rule 3-05 of SEC Regulation S-X) promulgated under the Securities Act of 1933, (B) any other rule issued by the SEC and applicable to Crown or its Affiliates, and (C) any registration statement, report or disclosure statement filed with the SEC by or on behalf of Crown or its Affiliates, and (ii) if required by the Accountants (or the accountants of the T-Mobile Parties) in order to render any opinion or to issue any report concerning the financial statements of the T-Mobile Parties or the Sites for any date or period as of or prior to the Applicable Closing Date, provide to the Accountants (and the accountants of the T-Mobile Parties, if applicable) a representation letter, in reasonable and satisfactory form under generally accepted auditing standards promulgated by the Auditing Standards Division of the American Institute of Certified Public Accountants, executed by the appropriate individual(s). The T-Mobile Parties shall, upon the reasonable request of Crown, provide reasonable assistance in order to enable Crown or its Affiliates to (i) prepare any financial information relating to the Sites for filing or furnishing with the SEC or (ii) respond to any requests for information from the SEC. The T-Mobile Parties and the T-Mobile SPEs shall, and shall use commercially reasonable efforts to cause their Representatives to, reasonably cooperate with and assist Crown with any financing related to the transactions contemplated by this Agreement and the Collateral Agreements to be consummated by Crown or its Affiliates prior to or concurrently with the Initial Closing, including providing Crown with any relevant financial and other information pertaining to the Sites (which are in their possession and control) as Crown may reasonably request. (c) Prior to the Applicable Closing, no information provided to Crown or its Representatives pursuant to this Agreement shall be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Collateral Agreements, or any financings thereof, and all such information shall be held by Crown, its Affiliates and its Representatives in accordance with, and shall be subject to the terms of, Section 9.11 and the Confidentiality Agreement. 69 (d) Crown or its Affiliates shall (i) hold all of the books and records received from the T-Mobile SPEs or their Affiliates relating to the Sites and not destroy or dispose of any thereof for a period of three years from the Applicable Closing Date, and thereafter, if it desires to destroy or dispose of the non-privileged books and records, to offer first in writing, at least 30 days prior to such destruction or disposition, to surrender them to the T-Mobile SPEs and (ii) afford the T-Mobile SPEs, their advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to such non-privileged books and records and, if required in connection with the foregoing, to the employees of Crown or its Affiliates, in each case to the extent that such access may be requested for any legitimate purpose, unless such non-privileged books and records have been disposed of in accordance with this Section 9.1(d). SECTION 9.2