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“ Final Balance Sheet ” means an unaudited consolidated balance sheet of Company, which fairly presents in all material respects the consolidated financial position of Company and Company Subsidiaries at the Closing Date in conformity with GAAP (excluding the effect of SFAS 123R) applied on a basis consistent with the preparation of Company’s audited consolidated financial statements for the fiscal year ended December 31, 2005, subject to normal year-end audit adjustments.

“ Final Statement of Working Capital ” means a statement of the Final Working Capital as derived from the Final Balance Sheet. “ Final Working Capital ” means the Working Capital as of the Closing Date. “ FIRPTA ” shall mean the Foreign Investment in Real Property Tax Act. “ FTC ” means the United States Federal Trade Commission. “ GAAP ” means accounting principles generally accepted in the United States.

“ Governmental Entity ” means any United States federal, state or local or any foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign.

“ Ground Lease ” means the agreements pursuant to which Company or any Company Subsidiary uses or occupies the Leased Sites or the Other Interest Sites.

“ Hazardous Material ” means any waste, pollutant, hazardous substance, toxic, radioactive, ignitable, reactive or corrosive substance, hazardous waste, special waste, controlled waste, industrial substance, by-product, process intermediate product or waste, petroleum or petroleum-derived substance or waste, chemical liquids or solids, liquid or gaseous products, or any constituent of any such substance, waste or material which is regulated by Environmental Laws, the presence of which in the environment is regulated or creates liability, or which may be harmful to human health or the environment.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Improvements ” means all Equipment, Towers, poles, buildings, equipment shelters, storage facilities, cabinets, anchors, guy wires, fences and other improvements which are located on or appurtenant to a Site, in each case, that are not owned by any tenant under a Tenant Lease or any other party having a possessory interest in the Site.

“ Indemnified Party ” has the meaning ascribed thereto in Section 7.4(a).

“ Indemnity Multiple ” shall mean the sum of (x) 634,000,000 and (y) the product of 17,059,336, multiplied by the SBA Average Closing Price, divided by (z) 60,878,552.


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