Common use of Transaction Revenue Sharing Payments Clause in Contracts

Transaction Revenue Sharing Payments. (a) In the event any claim, action, suit or other proceeding by any Ground Lessor or other Person is threatened or commenced which claims that Transaction Revenue Sharing Payments are owed as a result of the payment contemplated by Section 2.2(b) and Section 3.2, each Party agrees to promptly notify the other Parties and agrees to reasonably cooperate and use commercially reasonable efforts to jointly negotiate with such Ground Lessor or other Person to amend the applicable Ground Lease to minimize the amount of Transaction Revenue Sharing Payments under such Ground Lease payable as a result of, or otherwise triggered by, the payment contemplated by Section 2.2(b) and Section 3.2. If such an amendment is not effectuated, the Parties shall discuss in good faith whether it is commercially advisable to defend against such claim, action, suit or other proceeding. Following such discussion, (i) if Acquiror determines in its good faith commercial judgment that it is advisable to defend against such claim, action, suit or other proceeding, Acquiror shall have the right to assume and direct the defense of such claim, action, suit or other proceeding and Verizon shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Acquiror, and (ii) if Acquiror determines in its good faith commercial judgment that it is not advisable to defend against such claim, action, suit or other proceeding, Acquiror shall promptly after making such determination deliver to Verizon written notice describing in reasonable detail the reasons for such determination, and Verizon and its Affiliates may assume and direct such defense if the basis for Acquiror’s determination was related to other arrangements with the applicable Ground Lessors, but otherwise Verizon and its Affiliates shall not assume, direct or pursue any such defense. The fees and expenses of counsel employed by (i) Acquiror in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (i) of the preceding sentence and (ii) Verizon in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (ii) of the preceding sentence, shall in each case be shared equally by Verizon and Acquiror. In no event may (A) a Party agree to amend any such Ground Lease or otherwise take any action reasonably likely to adversely affect such Ground Lease without the consent of Acquiror, (B) a Party settle, compromise or discharge such claims, actions, suits or other proceedings without the consent of the other Parties, in each case such consent not to be unreasonably withheld, delayed or conditioned, or (C) a Party enter into any settlement, agreement, arrangement or understanding in connection with any such claim, action, suit or other proceeding that would result in the payment of any Transaction Revenue Sharing Payments without the prior written consent of the other Parties, such consent not to be unreasonably withheld, delayed or conditioned.

Transaction Revenue Sharing Payments. (a) In the event any claim, action, suit or other proceeding by any Ground Lessor or other Person is threatened or commenced which claims that Transaction Revenue Sharing Payments are owed as a result of the payment contemplated by Section 2.2(b2.2(c) and Section 3.2, each Party agrees to promptly notify the other Parties and agrees to reasonably cooperate and use commercially reasonable efforts to jointly negotiate with such Ground Lessor or other Person to amend the applicable Ground Lease to minimize the amount of Transaction Revenue Sharing Payments under such Ground Lease payable as a result of, or otherwise triggered by, the payment contemplated by Section 2.2(b2.2(c) and Section 3.2. If such an amendment is not effectuated, the Parties shall discuss in good faith whether it is commercially advisable to defend against such claim, action, suit or other proceeding. Following such discussion, (i) if Acquiror determines in its good faith commercial judgment that it is advisable to defend against such claim, action, suit or other proceeding, Acquiror shall have the right to assume and direct the defense of such claim, action, suit or other proceeding and Verizon AT&T shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Acquiror, and (ii) if Acquiror determines in its good faith commercial judgment that it is not advisable to defend against such claim, action, suit or other proceeding, Acquiror shall promptly after making such determination deliver to Verizon AT&T written notice describing in reasonable detail the reasons for such determination, and Verizon AT&T and its Affiliates may assume and direct such defense if the basis for Acquiror’s determination was related to other arrangements with the applicable Ground Lessors, but otherwise Verizon AT&T and its Affiliates shall not assume, direct or pursue any such defense. The fees and expenses of counsel employed by (i) Acquiror in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (i) of the preceding sentence and (ii) Verizon AT&T in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (ii) of the preceding sentence, shall in each case be shared equally by Verizon AT&T and Acquiror. In no event may (A) a Party agree to amend any such Ground Lease or otherwise take any action reasonably likely to adversely affect such Ground Lease without the consent of Acquiror, (B) a Party settle, compromise or discharge such claims, actions, suits or other proceedings without the consent of the other Parties, in each case such consent not to be unreasonably withheld, delayed or conditioned, or (C) a Party enter into any settlement, agreement, arrangement or understanding in connection with any such claim, action, suit or other proceeding that would result in the payment of any Transaction Revenue Sharing Payments without the prior written consent of the other Parties, such consent not to be unreasonably withheld, delayed or conditioned.

Transaction Revenue Sharing Payments. (a) In The Parties acknowledge and agree that it is in the best interests of each Party to determine on or prior to the Initial Closing Date whether any Transaction Revenue Sharing Payments exist or could reasonably be expected to become due and payable and, where possible, to quantify the amounts thereof. As a result, prior to the Initial Closing, the T-Mobile Parties shall use commercially reasonable efforts to identify any such Transaction Revenue Sharing Payments and notify Crown thereof. Each Party shall further promptly notify the other Parties in the event any claim, action, suit or other proceeding by that any Ground Lessor makes a claim or other Person is threatened or commenced which claims demand for a Transaction Revenue Sharing Payment. (b) If the T-Mobile Parties reasonably and in good faith determine that Transaction Revenue Sharing Payments are owed as a result reasonably likely to become due and payable with respect to any MPL Site following the consummation of the payment transactions contemplated by Section 2.2(b) this Agreement and Section 3.2the Collateral Agreements, each Party agrees to promptly notify the other T-Mobile Parties and agrees to reasonably cooperate the T-Mobile SPEs shall have the right, in their discretion but in consultation with Crown and use commercially reasonable efforts to jointly negotiate with such Ground Lessor or other Person to amend the applicable Ground Lease to minimize the amount of Transaction Revenue Sharing Payments under such Ground Lease payable as a result of, or otherwise triggered by, the payment contemplated by Section 2.2(b) and Section 3.2. If such an amendment is not effectuated, the Parties shall discuss in good faith whether it is commercially advisable to defend against such claim, action, suit or other proceeding. Following such discussionTower Operator, (i) if Acquiror determines in its good faith commercial judgment that it is advisable prior to defend against the Initial Closing, to designate such claimSite as a Managed MPL Site, action, suit a Sale Site or other proceeding, Acquiror shall have the right to assume and direct the defense of such claim, action, suit or other proceeding and Verizon shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Acquiror, an Excluded Site and (ii) after the Initial Closing, to rescind the transaction that occurred with respect to such MPL Site at the applicable Closing and (x) designate and treat such MPL Site as a Managed Site and grant to the Tower Operator or the applicable Sale Site Subsidiary, as applicable, pursuant to the Management Agreement, the right to operate such Site as a Managed Site and administer the related Collocation Agreements or (y) designate and treat such MPL Site as an Assignable Site and sell, assign and transfer such Site to the applicable Sale Site Subsidiary pursuant to this Agreement or similar purchase and sale documentation that is reasonably satisfactory to the Tower Operator; provided that, in each case, such designation and, if Acquiror determines applicable, the rescission of such transactions shall eliminate, in its good faith commercial judgment that it is not advisable to defend against such claimthe reasonable determination of Crown and T-Mobile, action, suit or other proceeding, Acquiror shall promptly after making such determination deliver to Verizon written notice describing in reasonable detail the reasons grounds for such determinationTransaction Revenue Sharing Payment with respect to such MPL Site; and provided further that, and Verizon and its Affiliates may assume and direct such defense if the basis for Acquiror’s determination was related to other arrangements with the applicable Ground Lessors, but otherwise Verizon and its Affiliates shall not assume, direct or pursue any such defense. The fees and expenses of counsel employed by (i) Acquiror in assuming and directing the defense of any such claims, actions, suits or other proceedings in the circumstances described in clause (i) case of a rescission and re-designation of an MPL Site following the preceding sentence and (ii) Verizon in assuming and directing the defense of any such claimsInitial Closing, actions, suits or other proceedings in the circumstances described in clause (ii) of the preceding sentence, shall in each case be shared equally by Verizon and Acquiror. In no event may (A) a Party agree to amend any such Ground re-designation would not have resulted in the failure of either the Minimum Lease Site and Assignable Site Closing Condition or otherwise take any action reasonably likely to adversely affect the Minimum Contributable Site and Assignable Site Closing Condition as of the Initial Closing Date if such Ground Lease without MPL Site had been initially designated as such by the consent of AcquirorT-Mobile Parties at the Initial Closing, (B) upon the exercise of such right, the T-Mobile Parties and the T-Mobile SPEs shall, in the case of a Party settlerescission and the re-designation of a Lease Site as a Managed Site, compromise or discharge promptly (but in no event later than two business days following request therefor) refund to Crown the Deferred Managed Site Consideration for such claimsSite (if a positive number), actionstogether with interest thereon at the Interest Rate, suits or other proceedings without calculated on the consent basis of the other Partiesactual number of days elapsed divided by 360, in each case from the date of payment of the Closing Lease Site Rent for such consent not Site to be unreasonably withheldthe date of refund (provided that if the Deferred Managed Site Consideration for such Site is a negative number, delayed or conditionedCrown shall pay the T-Mobile Parties and the T-Mobile SPEs an amount equal to the absolute value of the Deferred Managed Site Consideration for such Site, or including interest thereon at the Interest Rate, calculated on the basis of the actual number of days elapsed divided by 360, from the date of payment of the Closing Lease Site Rent for such Site to the date of such payment), (C) in the case of a Party enter into rescission and the re-designation of a Lease Site as an Assignable Site or an Managed MPL Site as a Sale Site, the sale, transfer and assignment of such Site to the applicable Sale Site Subsidiary shall be at no additional cost and expense to, and with no additional consideration to be paid by, Crown, and (D) upon the exercise of such right, the T-Mobile Parties and the T-Mobile SPEs shall take all other actions and execute all documents reasonably necessary (and any settlementnecessary amendments to existing documentation as appropriate) to ensure that the Parties are in the same legal and economic position as they would have been if such Site were originally a Managed Site or an Assignable Site, agreementas the case may be. For the avoidance of doubt, arrangement or understanding notwithstanding anything to the contrary set forth herein, no MPL Site can be re-designated as a CA/NV Site. 50 (c) In furtherance of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the T-Mobile Parties and the T-Mobile SPE shall be responsible for reimbursing, and shall promptly (but in no event later than 10 business days following request therefor) reimburse, Crown and the Tower Operator for all costs and expenses incurred by any of them in connection with any such claim, action, suit or other proceeding that would result the actions and transactions described in the payment of any Transaction Revenue Sharing Payments without the prior written consent of the other Parties, such consent not to be unreasonably withheld, delayed or conditioned.this Section 4.8. SECTION 4.9