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Governmental Entity, so long as the effects do not uniquely relate to Parent, (e) any change resulting from the announcement of this Agreement, (f) any adverse change, effect, event, occurrence, state of facts or development reasonably attributable to any action taken by Parent, or the failure of Parent to take action, in each case, in compliance with the terms and conditions of this Agreement, or (g) any outbreak or escalation of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located.

“ Permitted Encumbrances ” means any and/or all of the following: (a) Liens in respect of property Taxes or other Taxes that are not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings of Company; (b) Liens which are being contested in good faith by appropriate proceedings of Company but only for so long as no foreclosure, sale, or similar proceedings have been commenced with respect thereto, (c) general utility, roadway and other easements, rights of way or other encumbrances typical of telecommunications tower properties leased to third party tenants, matters that are revealed on a survey and Liens of public record against the underlying real property interests, in each case, which do not or could not reasonably be expected to materially and adversely affect the use or operation of such Tower and/or Site as a telecommunications tower property being leased to third party tenants, (d) rights of ground lessors who are parties to the Ground Leases or persons leasing, licensing or otherwise occupying space on any Tower or Site pursuant to valid written agreements or otherwise utilizing any Tower or Site pursuant to any collocation agreement as provided therein, provided copies of such lease, license, collocation and other agreements have previously been made available to Buyer prior to the execution of this Agreement, (e) mining or mineral rights, title or interests of third parties not affecting or that could not reasonably be expected to affect surface rights, and (f) Liens described in Section 1.1(h) of the Disclosure Schedules which will be removed prior to or at the Closing except as set forth in Section 1.1(h) of the Disclosure Schedules.

“ Person ” means any individual, corporation, partnership (general or limited), limited liability company, limited liability partnership, trust, joint venture, joint-stock company, syndicate, association, entity, unincorporated organization or government or any political subdivision, agency or instrumentality thereof.

“ Prospectus Supplement ” has the meaning ascribed thereto in Section 5.13. “ Purchase Price ” has the meaning ascribed thereto in Section 2.2(a). “ Reference Working Capital ” means $(9,000,000).

“ Regional Offices ” means the regional offices of Company (or any Company Subsidiary) identified on Section 1.1(i) of the Disclosure Schedules.

“ Registration Statement ” has the meaning ascribed thereto in Section 5.12.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air.


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