Common use of Refund of Excluded Site Consideration Clause in Contracts

Refund of Excluded Site Consideration. If applicable, the Verizon Parties shall make payment to Acquiror on the date that is 20 Business Days after the Final Closing Date in respect of all Portfolio Sites with respect to which Verizon is required to refund the Excluded Site Consideration under this Article 4. The amount of the Excluded Site Consideration to be refunded to Acquiror on such date (such refund to be treated as an adjustment to the Consideration) shall be an amount equal to the excess, if any, of (1) the product of (a) the aggregate number of Excluded Sites designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof) or that are returned to the Verizon Parties or the Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, multiplied by (b) the Excluded Site Consideration calculated in accordance with clause (ii) of the definition of “Excluded Site Consideration” with respect to all Excluded Sites designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof) or that are returned to the Verizon Parties or the Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, less (2) the amount, if any, of the Excluded Site Consideration deducted from the Portfolio Sites Fixed Amount at the Initial Closing with respect to the Excluded Sites designated as such at the Initial Closing pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereof). In addition, subject to compliance with the following sentence, on such date, with respect to each Portfolio Site that is returned to the Verizon Parties or Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, (A) Acquiror, the Tower Operator or the Sale Site Subsidiaries, as applicable, shall refund to the Verizon Parties or the Verizon Lessors, as applicable, the aggregate Net Amount with respect to all such Portfolio Sites, if the aggregate Net Amount with respect to all such Portfolio Sites is positive and (B) the Verizon Parties or the Verizon Lessors, as applicable, shall reimburse Acquiror, the Tower Operator or the Sale Site Subsidiaries, as applicable, for the aggregate Net Amount with respect to all such Portfolio Sites, if the aggregate Net Amount with respect to all such Portfolio Sites is negative. No later than five Business Days following the Final Closing Date, Acquiror shall provide Verizon with Acquiror’s calculation of the Net Amount with respect to each Portfolio Site for which Verizon is required to refund the Excluded Site Consideration under this Article 4, together with reasonable supporting documentation. Notwithstanding anything in this Agreement to the contrary, the out-of-pocket amounts paid by Acquiror, the Tower Operator or the Sale Site Subsidiaries included in the Net Amount shall be reduced by any reimbursements made by Verizon or its Affiliates in respect thereof. 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.

Refund of Excluded Site Consideration. If applicable, the Verizon AT&T Parties shall make payment to Acquiror on the date that is 20 15 Business Days after the Final Closing Date in respect of all Portfolio Sites with respect to which Verizon AT&T is required to refund the Excluded Site Consideration under this Article 4. The amount of the Excluded Site Consideration to be refunded to Acquiror on such date (such refund to be treated as an adjustment to the Consideration) shall be an amount equal to the excess, if any, of (1) the product of (a) the aggregate number of Excluded Sites designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereofthereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b)) or that are returned to the Verizon AT&T Parties or the Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.94.9 minus 18, multiplied by (b) the Excluded Site Consideration calculated in accordance with clause (ii) of the definition of “Excluded Site Consideration” with respect to all Excluded Sites designated as such pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereofthereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b)) or that are returned to the Verizon AT&T Parties or the Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, less (2) the amount, if any, of the Excluded Site Consideration deducted from the Portfolio Sites Fixed Amount at the Initial Closing with respect to the Excluded Sites designated as such at the Initial Closing pursuant to Section 4.3(b) (other than clauses (vi) and (vii) thereofthereof and any Portfolio Site that is deemed to be an Excluded Site pursuant to Section 9.19(b)). In addition, subject to compliance with the following sentence, on such date, with respect to each Portfolio Site that is returned to the Verizon AT&T Parties or Verizon Lessors after the Initial Closing pursuant to Sections 4.3(a), 4.5, 4.6, 4.7 or 4.9, (A) Acquiror, the Tower Operator or the Sale Site Subsidiaries, as applicable, shall refund to the Verizon AT&T Parties or the Verizon Lessors, as applicable, the aggregate Net Amount with respect to all such Portfolio Sites, if the aggregate Net Amount with respect to all such Portfolio Sites is positive and (B) the Verizon AT&T Parties or the Verizon Lessors, as applicable, shall reimburse Acquiror, the Tower Operator or the Sale Site Subsidiaries, as applicable, for the aggregate Net Amount with respect to all such Portfolio Sites, if the aggregate Net Amount with respect to all such Portfolio Sites is negative. No later than five Business Days following the Final Closing Date, Acquiror shall provide Verizon AT&T with Acquiror’s calculation of the Net Amount with respect to each Portfolio Site for which Verizon AT&T is required to refund the Excluded Site Consideration under this Article 4, together with reasonable supporting documentation. Notwithstanding anything in this Agreement to the contrary, the out-of-pocket amounts paid by Acquiror, the Tower Operator or the Sale Site Subsidiaries included in the Net Amount shall be reduced by any reimbursements made by Verizon AT&T or its Affiliates in respect thereof. 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.