IRU Agreement. (a) The IRU Agreement attached as Exhibit 5.6 hereto includes the IRU Agreement and Exhibits, including near final drafts of Exhibits A2.1, A2.2, A2.3, A2.4, and A7.
IRU Agreement. BETG-Sub shall have entered into the IRU Agreement.
IRU Agreement. On or before the Closing Date, Seller or its applicable Affiliate shall have entered into an indefeasible right to use agreement with Buyer or its applicable Affiliate (i) relating to eight single mode fiber strands on the 600 mile fiber ring of Seller or its Affiliates existing on the date hereof or at the Closing Date in the state of Michigan, (ii) for a term of not less than ten years, (iii) at no cost or charge to Buyer, other than maintenance, utilities, taxes and other similar recurring charges and customary non-recurring charges reasonably satisfactory to Buyer and (iv) on such other terms and conditions reasonably satisfactory to Buyer, and such agreement shall be in full force and effect in accordance with its terms (unless the failure to be in full force and effect is a result of a breach or default by Buyer or its Affiliate), and Seller and its Affiliates shall not be in breach or default thereunder.
IRU Agreement. A definitive IRU agreement, Appendix E, will be executed at the Closing and which shall govern the Parties' rights and obligations relating to the sixty (60) strands of fiber extending from Sacramento, CA to Salt Lake City, UT and two (2) conduits extending from Reno, NV to Spanish Fork, UT. The Agreement shall provide that, beginning on August 1, 2003, SPC shall pay to STA Twenty Dollars ($20.00) per month, per route mile, for the entire System route from Sacramento, CA to Salt Lake City, UT, for maintenance of the backbone route.
IRU Agreement. The Company shall use its best efforts to provide, at least two (2) days prior to the Closing, either (i) evidence that the vendor has acknowledged and will perform vendor’s obligations under the IRU agreement described in Item 1(a) of Section 4.22(a) of the Disclosure Schedule or (ii) that the Company has entered into a maintenance agreement with respect to the equipment referenced in Item 1(a) of Section 4.22(a) of the Disclosure Schedule, in each case in substance and form approved by Buyer (such approval not to be unreasonably withheld, conditioned or delayed). In the event the Company is unable to provide such evidence prior to the Closing, (a) Buyer shall withhold $50,000 from the Estimated Aggregate Closing Cash Consideration Amount paid at Closing, and any such withheld amounts shall constitute an adjustment of the Aggregate Closing Cash Consideration Amount and (b) if, following Closing, Buyer or the Company has obtained either (i) or (ii) above, Buyer shall pay to Seller an amount equivalent to $50,000 minus the costs and expenses incurred in obtaining (i) or (ii) above.
