Common use of Non-Compliant Sites Clause in Contracts

Non-Compliant Sites. (a) If, prior to the Initial Closing, the Verizon Parties or Acquiror become aware that a Site constitutes a Non-Compliant Site, the Verizon Parties or Acquiror, as the case may be, shall promptly notify the other Parties in writing that it considers such Site to be a Non-Compliant Site, with reasonable specificity as to the reasons therefor. The designation of a Site as a Non-Compliant Site at the Initial Closing shall be made by Acquiror in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site List. (b) If a Site is designated as a Non-Compliant Site in accordance with Section 4.7(a) as a result of clause (ii) of the definition thereof, then: (i) If Verizon does not designate such Site as an Excluded Site in accordance with Section 4.3(b), such Site shall be deemed (a) in the case such Site is an MPL Site, a Conditional Site, and (b) in the case such Site is a Sale Site, a Non-Assignable Site, in each case until such time as the circumstances causing such Site to be a Non-Compliant Site have been cured. (ii) If between the date of this Agreement and the date that is 12 months following the Initial Closing Date, a court of competent jurisdiction determines that a Site had a Material Site Title Issue as of immediately prior to the Initial Closing (it being agreed that the Verizon Parties shall have the right to assume the defense of such claims at their cost; provided, however, that such 12-month period shall be suspended during any period during which the Verizon Parties are defending such claims) and Verizon is unable to cure the circumstance resulting in such Site having a Material Site Title Issue as of immediately prior to the Initial Closing Date by the later of the end of such 12-month period (as may be extended) or four months after such final Order, then promptly thereafter the Parties shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site was an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for the Net Amount with respect to such Site. (c) If a Portfolio Site is designated as a Non-Compliant Site in accordance with Section 4.7(a) as a result of a Material Site Non-Compliance Issue (and is not designated by Verizon as an Excluded Site in accordance with Section 4.3(b)), such Portfolio Site shall be deemed a Conditional Site (in the case of an MPL Site) or a Non-Assignable Site (in the case of a Sale Site) at the Initial Closing. Verizon, the Verizon Contributors and the Verizon Lessors shall use commercially reasonable efforts to cause the circumstances causing such Site to be a Non-Compliant Site to be cured as soon as reasonably practicable. If the circumstances causing such Site to have a Material Site Non-Compliance Issue have not been cured by the Final Closing Date, then promptly thereafter the Parties shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site was an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration), as adjusted for the Net Amount with respect to such Site. (d) Acquiror and the Tower Operator shall coordinate with the Verizon Parties prior to Acquiror and the Tower Operator incurring any out-of pocket costs and expenses in connection with any efforts to cause the circumstances causing any Site to be a Non-Compliant Site to be cured. In the event that the Verizon Parties approve the incurrence of such costs and expenses, the Verizon Parties or the Verizon Lessors shall be responsible for reimbursing, and shall promptly (but in any event no later than 20 Business Days following request with reasonable detail therefor) reimburse, Acquiror and the Tower Operator for all commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with any efforts to cause the circumstances causing any Site to be a Non-Compliant Site to be cured.

Non-Compliant Sites. (a) If, prior to the Initial Closing, the Verizon AT&T Parties or Acquiror become aware that a Site constitutes a Non-Compliant Site, the Verizon AT&T Parties or Acquiror, as the case may be, shall promptly notify the other Parties in writing that it considers such Site to be a Non-Compliant Site, with reasonable specificity as to the reasons therefor. The designation of a Site as a Non-Compliant Site at the Initial Closing shall be made by Acquiror in its reasonable discretion acting in good faith, without regard to any Site Designation set forth on the Site List. (b) If a Site is designated as a Non-Compliant Site in accordance with Section 4.7(a) as a result of clause (ii) of the definition thereof, then: (i) If Verizon AT&T does not designate such Site as an Excluded Site in accordance with Section 4.3(b), such Site shall be deemed (a) in the case such Site is an MPL Site, a Conditional Non-Contributable Site, and (b) in the case such Site is a Sale Site, a Non-Assignable Site, in each case until such time as the circumstances causing such Site to be a Non-Compliant Site have been cured. (ii) If between the date of this Agreement and the date that is 12 months following the Initial Closing Date, a court of competent jurisdiction determines that a Site had a Material Site Title Issue as of immediately prior to the Initial Closing (it being agreed that the Verizon AT&T Parties shall have the right to assume the defense of such claims at their cost; provided, however, that such 12-month period shall be suspended during any period during which the Verizon AT&T Parties are defending such claims) and Verizon AT&T is unable to cure the circumstance resulting in such Site having a Material Site Title Issue as of immediately prior to the Initial Closing Date by the later of the end of such 12-month period (as may be extended) or four three months after such final Order, then promptly thereafter the Parties shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site was an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon AT&T refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration)Acquiror, as adjusted for the Net Amount with respect to such Site. In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (i) amended schedules and exhibits to the MPL, (ii) amended schedules and exhibits to the applicable MLA, (iii) amended schedules and exhibits to the Management Agreement and (iv) amended schedules or exhibits to all other applicable Collateral Agreements. (c) If a Portfolio Site is designated as a Non-Compliant Site in accordance with Section 4.7(a) as a result of a Material Site Non-Compliance Issue (and is not designated by Verizon AT&T as an Excluded Site in accordance with Section 4.3(b)), such Portfolio Site shall be deemed a Conditional Non-Contributable Site (in the case of an MPL Site) or a Non-Assignable Site (in the case of a Sale Site) at the Initial Closing. Verizon, the Verizon Contributors AT&T and the Verizon Lessors AT&T Contributors shall use commercially reasonable efforts to cause the circumstances causing such Site to be a Non-Compliant Site to be cured as soon as reasonably practicable. If the circumstances causing such Site to have a Material Site Non-Compliance Issue have not been cured by the Final Closing Date, then promptly thereafter the Parties shall take all actions and execute all documents reasonably necessary (and any necessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal position as they would have been if such Site was an Excluded Site at the Initial Closing, including rescinding the transaction that occurred with respect to such Site at the Initial Closing under this Agreement and the Collateral Agreements, and, in accordance with Section 4.10, Verizon AT&T refunding the Excluded Site Consideration for such Site to Acquiror (such refund to be treated as an adjustment to the Consideration)Acquiror, as adjusted for the Net Amount with respect to such Site. In furtherance of the foregoing, the Parties shall execute and deliver, as applicable, (i) amended schedules and exhibits to the MPL, (ii) amended schedules and exhibits to the applicable MLA, (iii) amended schedules and exhibits to the Management Agreement and (iv) amended schedules or exhibits to all other applicable Collateral Agreements. (d) Acquiror and the Tower Operator shall coordinate with the Verizon AT&T Parties prior to Acquiror and the Tower Operator incurring any out-of pocket costs and expenses in connection with any efforts to cause the circumstances causing any Site to be a Non-Compliant Site to be cured. In the event that the Verizon AT&T Parties approve the incurrence of such costs and expenses, the Verizon AT&T Parties or the Verizon Lessors AT&T Newcos shall be responsible for reimbursing, and shall promptly (but in any event no later than 20 10 Business Days following request with reasonable detail therefor) reimburse, Acquiror and the Tower Operator for all commercially reasonable out-of-pocket costs and expenses incurred by any of them in connection with any efforts to cause the circumstances causing any Site to be a Non-Compliant Site to be cured.