Common use of Closing Transactions Clause in Contracts

Closing Transactions. At the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of the ▇▇▇▇ of Sale; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (c) The Buyer shall deliver to the Seller a cashiers check or wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f); and (i) Each of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Lease.

Closing Transactions. At the Initial Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Assignable Sites, the Verizon Contributors holding such Assignable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such Verizon Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Assignable Sites, the related Collocation Agreements and all Post-Closing Liabilities with respect to such Assignable Sites, and the Verizon Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Each Subject to the adjustments and prorations described in Section 2.8, Acquiror shall pay to Verizon the Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by Verizon (on behalf of the parties shall execute Verizon Contributors, their Affiliates and deliver the Verizon Lessors) by written notice to Acquiror delivered not later than three Business Days prior to the other a copy of the Assignment and Assumption AgreementInitial Closing Date; (c) The Buyer shall deliver With respect to the Seller a cashiers check or wire Lease Sites, the applicable Verizon Lessor holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer funds and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of, and subject to, the Tower Operator General Assignment and Assumption Agreement and the MPL, and the Verizon Lessor shall retain responsibility for that portion of the Purchase Price specified in Section 2.1(b) hereofall related Excluded Liabilities and Pre-Closing Liabilities; (d) The applicable Verizon Parties shall sell, convey, assign, transfer and deliver to Acquiror (or one of its Affiliates designated by Acquiror) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable Verizon Parties. Each of the parties applicable Verizon Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit J (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the other a fully executed copy Sale Site Subsidiary Interests of the Management Services AgreementVerizon Parties shall be transferred to Acquiror; (e) The Seller shall deliver Restricted Stock Agreements With respect to the Buyer executed respectively by each of Managed Sites, the Eligible Parties (as defined in Verizon Contributors and the Verizon Lessors holding such Managed Sites shall enter into the Management Services Agreement), and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Buyer Tower Operator and the Sale Site Subsidiaries, as applicable, shall execute accept and deliver assume, all Post-Closing Liabilities with respect to such Managed Sites, and the Seller Restricted Stock Agreements Verizon Contributors or Verizon Lessors, as applicable, shall retain responsibility for each of the Eligible Parties, respectivelyall related Excluded Liabilities and Pre-Closing Liabilities; (f) The Buyer Tower Operator, Verizon and the Verizon Collocators shall deliver to enter into the Seller stock certificates issued in MPL Site Master Lease Agreement and each Sale Site Subsidiary, Verizon and the names of Verizon Collocators shall enter into the Eligible Parties as required under the terms of the Restricted Stock Agreements.Sale Site Master Lease Agreement; (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Verizon Parties, respectivelythe Verizon Lessors, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement and the Joinder Agreement; (h) Each of The Verizon Parties, the parties Verizon Lessors, the Verizon Collocators, the Sale Site Subsidiaries, Acquiror and the Tower Operator shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10, including the other an Office Sublease relating to each of the premises identified Collateral Agreements, or in Schedule 1.1(f)accordance with Section 9.3; and (i) Each Portfolio Site will be designated either as an MPL Site, a Sale Site or an Excluded Site in accordance with the terms of this Agreement. (j) Verizon will instruct Intralinks to provide Acquiror with the same access to the Data Room as Verizon has as of the parties shall execute date of this Agreement, including the ability to print and deliver download any documents and data, and control over the content of and access to the other Data Room, which access and control shall not expire or terminate earlier than the date that is 90 days following the Initial Closing Date, or will otherwise provide Acquiror with a copy of the Medical Equipment Master Leasematerials contained in the Data Room.

Closing Transactions. At the Initial Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the AT&T Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable AT&T Newco, and such AT&T Newco shall acquire, accept and assume from such AT&T Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, and the AT&T Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (b) Each of With respect to the parties Assignable Sites, the AT&T Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the other a copy applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such AT&T Contributors, all of their respective right, title and interest in, to and under the Assignment Included Property of such Assignable Sites, the related Collocation Agreements and Assumption Agreementall Post-Closing Liabilities with respect to such Assignable Sites, and the AT&T Contributors shall retain responsibility for all Excluded Liabilities and Pre-Closing Liabilities; (c) The Buyer shall deliver Subject to the Seller a cashiers check or adjustments and prorations described in Section 2.8, Acquiror shall pay to AT&T the Consideration in immediately available funds. Such funds shall be delivered by wire transfer funds for that portion to an account designated by AT&T (on behalf of the Purchase Price specified in Section 2.1(bAT&T Contributors, their Affiliates and the AT&T Newcos) hereofby written notice to Acquiror delivered not later than three Business Days prior to the Initial Closing Date; (d) Each With respect to the Lease Sites, the applicable AT&T Newco holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites, in each case, by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable AT&T Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to the Buyer executed respectively Acquiror (or one of its Affiliates designated by each Acquiror) all of the Eligible Parties (as defined issued and outstanding limited liability company membership interests in the Management Services Agreement)Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Acquiror shall purchase, acquire and assume the Buyer Sale Site Subsidiary Interests from the applicable AT&T Parties. Each of the applicable AT&T Parties and Acquiror shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit M (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Seller Restricted Stock Agreements for each Sale Site Subsidiary Interests of the Eligible Parties, respectivelyAT&T Parties shall be transferred to Acquiror; (f) The Buyer shall deliver With respect to the Seller stock certificates issued in Managed Sites, the names of AT&T Contributors and the Eligible Parties AT&T Newcos holding such Managed Sites shall enter into the Management Agreement, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as required under applicable, and the terms of Tower Operator and the Restricted Stock Agreements.Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) The Seller Tower Operator, AT&T and the AT&T Collocators shall deliver Stockholder Non-Competition Agreements to enter into the Buyer executed by MPL Site MLA and each Sale Site Subsidiary, AT&T and the Seller and by each of AT&T Collocators shall enter into the Eligible Parties, respectivelySale Site MLA; (h) Each of The AT&T Parties, the parties AT&T Newcos, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (i) The AT&T Parties, the AT&T Newcos, the AT&T Collocators, the Sale Site Subsidiaries, Acquiror and the Tower Operator shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10, including the other Collateral Agreements, or in accordance with Section 9.3; (j) Each Portfolio Site will be designated either as an Office Sublease relating to each MPL Site, a Sale Site or an Excluded Site in accordance with the terms of the premises identified in Schedule 1.1(f)this Agreement; and (ik) Each AT&T will instruct Intralinks to provide Acquiror with the same access to the Data Room as AT&T has as of the parties shall execute date of this Agreement, including the ability to print and deliver download any documents and data, and control over the content of and access to the other Data Room, which access and control shall not expire or terminate earlier than the date that is 90 days following the Initial Closing Date, or will otherwise provide Acquiror with a copy of the Medical Equipment Master Leasematerials contained in the Data Room.

Closing Transactions. At Subject to the conditions set forth in this Agreement, the Parties shall consummate the following transactions (the "Closing Transactions") on the Closing Date: (i) the Stockholder shall cause the Seller to, and the Seller shall convey to the Purchaser good and marketable title to all of the Acquired Assets, free and clear of all Liens (other than Permitted Encumbrances), and deliver to the Purchaser warranty deeds, bills of sale, assignment of leases and contracts and all other instruments of conveyance which are necessary or desirable to effect transfer of the Acquired Assets, in form and substance satisfactory to the Purchaser; (ii) the Purchaser shall deliver to the Seller such instruments of assumption as are required in order for the Purchaser to assume the Assumed Liabilities; (iii) pursuant to Section 2.2(a)(ii) above, the Purchaser shall repay, or cause to be repaid, on behalf of the Seller and its Subsidiaries, all amounts necessary to discharge fully the then outstanding balance of the Seller's and its Subsidiary's Indebtedness secured by any of the Acquired Assets (including, without limitation, prepayment penalties and premiums) by wire transfer of immediately available funds as directed by the holders of such Indebtedness at or prior to the Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. (a) The Seller shall deliver to the Buyer an executed copy of Purchaser all appropriate payoff letters at or prior to the ▇▇▇▇ of SaleClosing and shall make arrangements reasonably satisfactory to Purchaser for such holders to deliver lien releases and canceled notes as soon as reasonably practicable after the Closing; (b) Each of the parties shall execute and deliver to the other a copy of the Assignment and Assumption Agreement; (civ) The Buyer Purchaser shall deliver to the Seller a cashiers check or the Cash Purchase Price by wire transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereofimmediately available funds; (d) Each of the parties shall execute and deliver to the other a fully executed copy of the Management Services Agreement; (ev) The Seller shall deliver Restricted Stock Agreements to the Buyer executed respectively by each of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer Purchaser shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Parties, respectivelyNES Stock; (hvi) Each of the parties The Purchaser shall execute and deliver to the other an Office Sublease relating to each Stockholder the amount set forth in Section 9.10(a) by wire transfer of the premises identified in Schedule 1.1(f)immediately available funds; and (ivii) Each the Seller and the Purchaser, as applicable, shall deliver the opinions, certificates and other documents and instruments required to be delivered by or on behalf of the parties shall execute and deliver to the other a copy of the Medical Equipment Master Leasesuch Party under Article III.

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the T-Mobile Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable T-Mobile SPE, and such T-Mobile SPE shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the T-Mobile SPEs all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (b) Each of With respect to the parties Assignable Sites (other than CA/NV Sites), the T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each such Assignable Site that is an Owned Site, (A) a special warranty deed (or the state-specific equivalent), pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (and its right, title and interest in, to and under the appurtenant Towers thereon) to the applicable Sale Site Subsidiary, (B) the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Included Property of such Site (other than the related Owned Sites Land) and the related Collocation Agreements to the applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a copy Leased Site, the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Assignment Included Property of such Site and Assumption Agreementthe related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) The Buyer With respect to each CA/NV Site, if the CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the T-Mobile Contributors holding such CA/NV Site shall contribute, convey, assign, transfer and deliver to the Seller a cashiers check applicable Sale Site Subsidiary (or wire its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer funds for that portion and deliver to the Sale Site Subsidiaries all of their rights under the Purchase Price specified CA/NV Master Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in Section 2.1(b) hereofeach case, in form and substance reasonably acceptable to the Parties; (d) Each With respect to the Lease Sites, the applicable T-Mobile SPE holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable T-Mobile Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to Crown (or one of its Affiliates designated by Crown) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Crown shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable T-Mobile Parties. Each of the applicable T-Mobile Parties and Crown shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit O (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the T-Mobile Parties shall be transferred to Crown; (f) With respect to the Buyer executed respectively by each Managed Sites (including, for the avoidance of doubt, any CA/NV Site if (x) the CA/NV Inclusion occurs but the CA/NV Closing Condition was not satisfied or (y) the CA/NV Closing Condition has been satisfied but such CA/NV Site otherwise constitutes a Non-Assignable Site), the T-Mobile Contributors and the T-Mobile SPEs holding such Managed Sites shall enter into the Management Agreement, pursuant to which the T-Mobile Contributors and the T-Mobile SPEs shall grant to the Tower Operator or the Sale Site Subsidiaries, as applicable, as of the Eligible Parties Applicable Closing Date, the exclusive right to operate each Non-Contributable Site and each Non-Assignable Site, as applicable, including the Included Property thereof, and administer the related Collocation Agreements, and the T-Mobile SPEs shall grant to the Tower Operator, as of the Applicable Closing Date, the right to operate each Pre-Lease Site, including the Included Property thereof, and administer the related Collocation Agreements, in each case until such time as such Site becomes a Lease Site or an Assignable Site, as applicable, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) At the Initial Closing Date, subject to Section 1.3 and the adjustments and prorations described in Section 2.9 and Article 3, Crown shall pay to T-Mobile the Closing Total Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by T-Mobile (on behalf of the T-Mobile Contributors, their Affiliates and the T-Mobile SPEs) by written notice to Crown delivered not later than three business days prior to the Initial Closing Date; (h) The Tower Operator shall sublease or otherwise make available to the T-Mobile Collocators the T-Mobile Collocation Space at the MPL Sites by entering into the MPL Site MLA, and the T-Mobile Collocators shall be obligated to pay the “T-Mobile Total Rent Amount” (as defined in the Management Services Agreement)MPL Site MLA) for the MPL Sites that are the subject of the MPL Site MLA in accordance with the terms thereof, and each Sale Site Subsidiary shall sublease or otherwise make available to the T-Mobile Collocators the T-Mobile Collocation Space at the Sale Sites by entering into the Sale Site MLA, and the Buyer T-Mobile Collocators shall execute and deliver be obligated to pay the Seller Restricted Stock Agreements “T-Mobile Collocation Rent” (as defined in the Sale Site MLA) for each Sale Sites that are the subject of the Eligible Parties, respectivelySale Site MLA in accordance with the terms thereof; (fi) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder NonT-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible Mobile Parties, respectivelythe T-Mobile SPEs, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (hj) Each of The T-Mobile Parties, Tower Operator and the parties Paying Agent shall execute enter into the Paying Agent Agreement; (k) T-Mobile, the T-Mobile SPEs and deliver to Crown shall enter into a Parent Indemnity Agreement substantially in the other an Office Sublease relating to each of form attached as Exhibit P (the premises identified in Schedule 1.1(f“Parent Indemnity Agreement”); and (il) Each of The T-Mobile Parties, the parties T-Mobile SPEs, the T-Mobile Collocators, the Sale Site Subsidiaries, Crown, the Tower Operator and the Paying Agent shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10 and Article 11, including the other a copy of the Medical Equipment Master LeaseCollateral Agreements.

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties. : (a) The Seller shall deliver With respect to the Buyer an executed copy of Contributable Sites, the ▇▇▇▇ of Sale; (b) Each of the parties T-Mobile Contributors holding such Contributable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable T-Mobile SPE, and such T-Mobile SPE shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other a copy instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the Assignment and Assumption Agreement; (c) The Buyer shall deliver T-Mobile Contributors to the Seller a cashiers check or wire contribute, convey, assign, transfer funds for that portion of the Purchase Price specified in Section 2.1(b) hereof; (d) Each of the parties shall execute and deliver to the other a fully executed copy T-Mobile SPEs all of their respective right, title and interest in, to and under the Management Services Agreement; (e) The Seller shall deliver Restricted Stock Agreements Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Buyer executed respectively by each of Parties; (b) With respect to the Eligible Parties Assignable Sites (as defined in the Management Services Agreementother than CA/NV Sites), and the Buyer T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the Seller Restricted Stock Agreements for applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each of such Assignable Site that is an Owned Site, (A) a special warranty deed (or the Eligible Partiesstate-specific equivalent), respectively; pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (fand its right, title and interest in, to and under the appurtenant Towers thereon) The Buyer shall deliver to the Seller stock certificates issued in applicable Sale Site Subsidiary, (B) the names T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and deliver all of the Eligible Parties as required its right, title and interest in, to and under the terms Included Property of such Site (other than the Restricted Stock Agreements. (grelated Owned Sites Land) The Seller shall deliver Stockholder Non-Competition and the related Collocation Agreements to the Buyer executed by applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a Leased Site, the Seller T-Mobile Internal Transfers Agreement, pursuant to which the applicable T-Mobile Contributor shall contribute, convey, assign, transfer and by each deliver all of its right, title and interest in, to and under the Eligible PartiesIncluded Property of such Site and the related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, respectively; (h) Each including deeds of transfer, as may be necessary for the parties shall execute T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the other an Office Sublease relating Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) With respect to each of CA/NV Site, if the premises identified in Schedule 1.1(f); and (i) Each of CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the parties T-Mobile Contributors holding such CA/NV Site shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary (or its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other a copy CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the Medical Equipment execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T-Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their rights under the CA/NV Master Lease.Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in each case, in form and substance reasonably acceptable to the Parties; 29

Closing Transactions. At the Applicable Closing, the parties shall take the actions and deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all of the closing transactions identified in this Section 5.2 have been completed or waived in writing by the parties.: (a) The Seller With respect to the Contributable Sites, the T‑Mobile Contributors holding such Contributable Sites shall contribute, convey, assign, transfer and deliver to the Buyer an executed copy applicable T‑Mobile SPE, and such T‑Mobile SPE shall acquire, accept and assume from such T‑Mobile Contributors, all of their respective right, title and interest in, to and under the ▇▇▇▇ Included Property of Salesuch Contributable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Contributable Sites, by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer and deliver to the T‑Mobile SPEs all of their respective right, title and interest in, to and under the Included Property of such Contributable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (b) Each of With respect to the parties Assignable Sites (other than CA/NV Sites), the T-Mobile Contributors holding such Assignable Sites shall execute contribute, convey, assign, transfer and deliver to the applicable Sale Site Subsidiary, and such Sale Site Subsidiary shall acquire, accept and assume from such T-Mobile Contributors, all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites, the related Collocation Agreements, and all Post-Closing Liabilities with respect to such Assignable Sites, by the execution and delivery of: (i) with respect to each such Assignable Site that is an Owned Site, (A) a special warranty deed (or the state-specific equivalent), pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver its fee simple interests in such Owned Site (and its right, title and interest in, to and under the appurtenant Towers thereon) to the applicable Sale Site Subsidiary, (B) the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Included Property of such Site (other than the related Owned Sites Land) and the related Collocation Agreements to the applicable Sale Site Subsidiary, (ii) with respect to each such Assignable Site that is a copy Leased Site, the T-Mobile Internal Transfers Agreement, pursuant to which the applicable T‑Mobile Contributor shall contribute, convey, assign, transfer and deliver all of its right, title and interest in, to and under the Assignment Included Property of such Site and Assumption Agreementthe related Collocation Agreements to the applicable Sale Site Subsidiary and (iii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer and deliver to the Sale Site Subsidiaries all of their respective right, title and interest in, to and under the Included Property of such Assignable Sites and the related Collocation Agreements, in each case, in form and substance reasonably acceptable to the Parties; (c) The Buyer With respect to each CA/NV Site, if the CA/NV Closing Condition has been satisfied and such CA/NV Site is an Assignable Site hereunder, the T-Mobile Contributors holding such CA/NV Site shall contribute, convey, assign, transfer and deliver to the Seller a cashiers check applicable Sale Site Subsidiary (or wire its designee) all of their rights under the CA/NV Master Lease applicable to such Site and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements and all their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site by the execution and delivery of: (i) the T-Mobile Internal Transfers Agreement and (ii) such other instruments of conveyance and assignment, including deeds of transfer, as may be necessary for the T‑Mobile Contributors to contribute, convey, assign, transfer funds for that portion and deliver to the Sale Site Subsidiaries all of their rights under the Purchase Price specified CA/NV Master Lease and all other CA/NV Site Agreements, CA/NV Ground Leases and related Collocation Agreements applicable to such Site and all of their right, title and interest in, to and under such CA/NV Site and the Included Property of such CA/NV Site, in Section 2.1(b) hereofeach case, in form and substance reasonably acceptable to the Parties; (d) Each With respect to the Lease Sites, the applicable T‑Mobile SPE holding such Lease Sites shall Lease to the Tower Operator the Included Property of such Lease Sites, transfer and assign to the Tower Operator all Collocation Agreements related to such Lease Sites and assign and delegate to the Tower Operator, and the Tower Operator shall accept and assume, all Post-Closing Liabilities with respect to such Lease Sites by the execution and delivery of the parties shall execute Tower Operator General Assignment and deliver to Assumption Agreement and the other a fully executed copy of the Management Services AgreementMPL; (e) The Seller applicable T-Mobile Parties shall sell, convey, assign, transfer and deliver Restricted Stock Agreements to Crown (or one of its Affiliates designated by Crown) all of the issued and outstanding limited liability company membership interests in the Sale Site Subsidiaries (collectively, the “Sale Site Subsidiary Interests”) free and clear of all Liens, and Crown shall purchase, acquire and assume the Sale Site Subsidiary Interests from the applicable T-Mobile Parties. Each of the applicable T-Mobile Parties and Crown shall execute and deliver an assignment and assumption agreement, substantially in the form of Exhibit O (the “Membership Interest Assignment and Assumption Agreement”) pursuant to which the Sale Site Subsidiary Interests of the T-Mobile Parties shall be transferred to Crown; (f) With respect to the Buyer executed respectively by each Managed Sites (including, for the avoidance of doubt, any CA/NV Site if (x) the CA/NV Inclusion occurs but the CA/NV Closing Condition was not satisfied or (y) the CA/NV Closing Condition has been satisfied but such CA/NV Site otherwise constitutes a Non-Assignable Site), the T-Mobile Contributors and the T-Mobile SPEs holding such Managed Sites shall enter into the Management Agreement, pursuant to which the T-Mobile Contributors and the T-Mobile SPEs shall grant to the Tower Operator or the Sale Site Subsidiaries, as applicable, as of the Eligible Parties Applicable Closing Date, the exclusive right to operate each Non-Contributable Site and each Non-Assignable Site, as applicable, including the Included Property thereof, and administer the related Collocation Agreements, and the T-Mobile SPEs shall grant to the Tower Operator, as of the Applicable Closing Date, the right to operate each Pre-Lease Site, including the Included Property thereof, and administer the related Collocation Agreements, in each case until such time as such Site becomes a Lease Site or an Assignable Site, as applicable, and shall assign and delegate to the Tower Operator and the Sale Site Subsidiaries, as applicable, and the Tower Operator and the Sale Site Subsidiaries, as applicable, shall accept and assume, all Post-Closing Liabilities with respect to such Managed Sites; (g) At the Initial Closing Date, subject to Section 1.3 and the adjustments and prorations described in Section 2.9 and Article 3, Crown shall pay to T‑Mobile the Closing Total Consideration in immediately available funds. Such funds shall be delivered by wire transfer to an account designated by T‑Mobile (on behalf of the T-Mobile Contributors, their Affiliates and the T‑Mobile SPEs) by written notice to Crown delivered not later than three business days prior to the Initial Closing Date; (h) The Tower Operator shall sublease or otherwise make available to the T‑Mobile Collocators the T‑Mobile Collocation Space at the MPL Sites by entering into the MPL Site MLA, and the T‑Mobile Collocators shall be obligated to pay the “T‑Mobile Total Rent Amount” (as defined in the Management Services Agreement)MPL Site MLA) for the MPL Sites that are the subject of the MPL Site MLA in accordance with the terms thereof, and each Sale Site Subsidiary shall sublease or otherwise make available to the T‑Mobile Collocators the T‑Mobile Collocation Space at the Sale Sites by entering into the Sale Site MLA, and the Buyer T‑Mobile Collocators shall execute and deliver be obligated to pay the Seller Restricted Stock Agreements “T‑Mobile Collocation Rent” (as defined in the Sale Site MLA) for each Sale Sites that are the subject of the Eligible Parties, respectivelySale Site MLA in accordance with the terms thereof; (fi) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed by the Seller and by each of the Eligible T‑Mobile Parties, respectivelythe T‑Mobile SPEs, the Tower Operator and the Sale Site Subsidiaries shall enter into the Transition Services Agreement; (hj) Each of The T‑Mobile Parties, Tower Operator and the parties Paying Agent shall execute enter into the Paying Agent Agreement; (k) T-Mobile, the T-Mobile SPEs and deliver to Crown shall enter into a Parent Indemnity Agreement substantially in the other an Office Sublease relating to each of form attached as Exhibit P (the premises identified in Schedule 1.1(f“Parent Indemnity Agreement”); and (il) Each of The T‑Mobile Parties, the parties T‑Mobile SPEs, the T-Mobile Collocators, the Sale Site Subsidiaries, Crown, the Tower Operator and the Paying Agent shall duly execute and deliver the certificates and other contracts, documents and instruments required to be delivered under Article 10 and Article 11, including the other a copy of the Medical Equipment Master LeaseCollateral Agreements.

Closing Transactions. At Subject to the Closingconditions set forth in this Agreement, the parties Parties shall take consummate the actions following closing transactions on the Closing Date (the “Closing Transactions”): (i) Sellers shall deliver to Buyers all corporate books and records of the Companies in Sellers’ possession; (ii) Sellers shall deliver a copy of the signed entry into the Members’ Registry Book of the Companies (libro especial de socios), duly recorded into such book, certifying the transfer of ownership of the Companies Membership Interests to Buyers; (iii) Sellers shall deliver a resolution duly adopted at a meeting or written consent of each of the Companies pursuant to which Sellers, as members, approved the transfer of the Companies Membership Interests held by Sellers, the waiver by Sellers of any preemptive right to acquire the Companies Membership Interests and the admission of Buyers and/or its designated Affiliate, as applicable, as a new member(s) of each of the Companies; (iv) Sellers shall deliver the documents identified in this Section 5.2. The Closing shall not be deemed to have taken place, and the transactions contemplated by this Agreement shall not be deemed to have been consummated, unless all resignation letters of the closing transactions identified in this Section 5.2 have been completed or waived in writing by managers of the parties.Companies set forth on Schedule 2.4(b)(v) duly signed and effective as of the Closing Date; (av) The Each Seller shall deliver to the Buyer an executed copy Buyers a certification of the ▇▇▇▇ of Saleits non-foreign status in conformance with Treasury Regulation § 1.1445-2(b)(2); (bvi) Each Buyers shall deliver duly adopted corporate resolutions of the parties shall execute and deliver Companies electing managers to the other a copy succeed Sellers’ resigning managers effective as of the Assignment Closing Date along with a full release in form and Assumption Agreementsubstance reasonably acceptable to Sellers releasing Sellers’ managers and officers from liability in such capacities; (cvii) The Buyer Sellers shall pay, on or prior to Closing, the Indebtedness of the Companies, including the Indebtedness set forth on Schedule 3.21, and deliver payoff letters reasonably satisfactory to Buyers with respect thereto; (viii) the Companies shall distribute to Sellers all cash and cash equivalents owned or held by the Companies; (ix) Sellers will, effective at the Closing, terminate or otherwise eliminate the coverage of the Companies under the insurance policies listed in Schedule 3.16; provided, however, that such termination or elimination shall not affect the availability of coverage under such policies in respect of pre-Closing occurrences and pre-Closing claims; (x) Sellers shall deliver to the Seller a cashiers check Buyers evidence that all guaranties in which Sellers or wire transfer funds for that portion their Affiliates guaranty the indebtedness of the Purchase Price specified in Section 2.1(b) hereofCompanies have been terminated; (dxi) Each Sellers will terminate all letters of credit issued as credit collateral for the benefit of the parties Companies and Buyers shall execute and deliver provide evidence that the letter of credit pertaining to the other a fully executed copy of Pemex contract has been replaced, effective at the Management Services AgreementClosing; (exii) The Seller Buyers shall deliver Restricted Stock Agreements pay the Estimated Closing Purchase Price to the Buyer executed respectively Sellers, which will be delivered by each wire transfer of the Eligible Parties (as defined in the Management Services Agreement), and the Buyer shall execute and deliver immediately available funds to the Seller Restricted Stock Agreements for each of the Eligible Parties, respectively; (f) The Buyer shall deliver to the Seller stock certificates issued in the names of the Eligible Parties as required under the terms of the Restricted Stock Agreements. (g) The Seller shall deliver Stockholder Non-Competition Agreements to the Buyer executed an account or accounts designated by the Seller and by each of the Eligible Parties, respectively; (h) Each of the parties shall execute and deliver to the other an Office Sublease relating to each of the premises identified in Schedule 1.1(f)Sellers; and (ixiii) Each of the parties shall execute and deliver Sellers shall, with respect to the other a copy of Companies, terminate the Medical Equipment Master Leaseincentive policy set forth on Schedule 2.4(b)(xiii) and satisfy all liabilities with respect to such policy on or prior to the Closing.