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claim asserted in such notice and all indemnity obligations under this Article VII related thereto shall survive and the Escrow Period shall be extended, in each case, solely with respect to such claim and until such time as such claim is fully and finally resolved in accordance with the Escrow Agreement.

(e) For purposes of determining the amount of Escrow Shares that shall be released to Buyer in settlement of any claims, each Escrow Share shall be valued at the SBA Average Closing Price.

Section 7.2 Indemnification Obligations .

(a) Seller agrees, subject to the other terms and conditions of this Agreement, to indemnify Buyer, its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such person (collectively, “ Buyer Indemnitees ”) and hold Buyer Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by Buyer Indemnitees, (i) arising out of or resulting from the breach of any representation or warranty of Seller or Company, other than a breach of the representations and warranties in Section 3.7(c) and 3.22(b), (ii) arising out of or resulting from the breach of any covenant or agreement of Seller, in each case, contained in this Agreement, except, in the case of clause (a) and (b), to the extent any loss or portion thereof has been included in or accounted for in the computation of Final Working Capital and (iii) as set forth on Section 7.2 of the Disclosure Schedules.

(b) Seller agrees, subject to the other terms and conditions of this Agreement, to indemnify Buyer Indemnitees and hold Buyer Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by Buyer Indemnitees, arising out of or resulting from the breach of any representation or warranty in Section 3.7(c) or 3.22(b). Buyer and Seller agree that, subject to the other terms and conditions of this Agreement, for (i) any breach of any representation and warranty in Section 3.7(c), Losses for such breach will be calculated as the amount by which Company’s actual monthly tower cash flow (which shall include the aggregate net impact of all inadvertent excluded or included site leasing revenues or expenses), as of February 1, 2006 based on Company’s books and records (calculated in the same manner as Company calculated tower cash flow for purposes of preparing the schedule in Section 3.7(c)) was less than the tower cash flow on February 1, 2006 set forth on the schedule annualized and the result multiplied by the Indemnity Multiple and (ii) any breach of any representation and warranty in Section 3.22(b), Losses for such breach will be calculated as the annualized rent as of February 1, 2006 (net of any revenue sharing directly related to any such Tenant Lease) payable under any Tenant Lease omitted from Schedule 3.22(b) in breach thereof multiplied by the Indemnity Multiple.

(c) Each of Buyer and Parent agrees, subject to the other terms and conditions of this Agreement, to indemnify Seller, its Affiliates, and the officers, directors, employees, agents, advisers and representatives of each such person (collectively, “ Seller Indemnitees ”) and hold Seller Indemnitees harmless from and after the Closing Date for any and all Losses actually suffered or incurred by Seller Indemnitees, arising out of or resulting from the breach of (i) any representation or warranty of Buyer or Parent, and (ii) any covenant or agreement of Buyer or Parent, in each case, contained in this Agreement.

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