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way of construction, including in a “build to suit” or similar agreement, or acquisition of communications towers) in an amount estimated by Company as of the date hereof to be in excess of $250,000 over the remaining life of such contract, or (D) involves any agreement with employees or consultants that cannot be terminated by Company or any Company Subsidiary on 60 days or less notice and/or without payment by Company or any Company Subsidiary of a premium or penalty;

(iv) any agreement between Company or any Company Subsidiary, on the one hand, and Seller, its Affiliates (other than Company Subsidiaries) or CA Towers, L.L.C., on the other hand, other than those agreements which shall be terminated at or prior to the Closing Date without liability following Closing to Company or any Company Subsidiary;

(v) any contract to which Company or any Company Subsidiary is a party providing for the sale, lease or exchange of, or option to sell, lease or exchange, any real property, other than Ground Leases and Tenant Leases;

  • (vi)

    Tenant Leases, Ground Leases, Master Leases, Management Agreements and Easements;

  • (vii)

    any “master lease,” or similar agreement or understanding to which Company or any Company Subsidiary is party or by which

Company, any Company Subsidiary or any of their respective assets are bound that determines, in advance of the execution of a Tenant Lease, the rental rate or other charges payable by the applicable tenant for the use or occupancy of any Site (excluding any tenant clawbacks or revenue sharing arrangements); and

(viii) other material contracts or understandings to which Company or any Company Subsidiary is a party, irrespective of subject matter, not entered into in the ordinary course of business of Company or any Company Subsidiary, in each case, which shall not be terminated without further liability to Company or any Company Subsidiary prior to Closing.

“ Company Options ” means all stock options issued and outstanding under Company Stock Option Plans.

“ Company Pension Plans ” means all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) under which Company or any ERISA Affiliate has any liability.

“ Company Stock Option Plans ” means Company’s (i) 2002 Stock Option Plan, as amended, and (ii) 1998 Stock Option Plan, as amended.

“ Company Subsidiaries ” means CA Towers, L.L.C., a New Jersey limited liability company, and Didier Wireless Towers, L.L.C., a New Jersey limited liability company.

“ Company Welfare Plans ” means all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) under which Company or any ERISA Affiliate has any liability.

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