Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. Each T-Mobile SPE and each T-Mobile Contributor, at its cost and expense, shall use its reasonable best efforts to obtain any consent or waiver required to give effect to the contemplated sale of the Managed MPL Sites upon the exercise of the Purchase Option (as defined in the MPL) with respect to such Managed MPL Sites under the MPL. In the event that Tower Operator exercises the Purchase Option with respect to any Managed MPL Site and the applicable T-Mobile SPE or T-Mobile Contributor is unable to obtain any consent or waiver required to give effect to the contemplated sale of such Managed MPL Site and such Managed MPL Site cannot be transferred to Tower Operator without violating the terms of the applicable Ground Lease, such T-Mobile SPE or T-Mobile Contributor shall be deemed to have appointed, and hereby appoints Tower Operator, in perpetuity, as the exclusive operator of the Included Property of such Managed MPL Site to the same extent as if such Managed MPL Site were a Managed Sale Site hereunder. Tower Operator shall be entitled to and vested with all the rights, powers and privileges of the applicable T-Mobile SPE or T-Mobile Contributor with respect to the management, administration and operation of such Managed Site as if Tower Operator were the true owner thereof, including the right to review, negotiate and execute extensions, renewals, amendments or waivers of any existing collocation agreements, ground leases, subleases, easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements, and Tower Operator shall not be subject to and shall not be bound by any of the covenants or restrictions imposed upon it by the MPL or any of the Collateral Agreements and such Managed MPL Site shall be deemed to be a Managed Sale Site under and for all purposes of this Agreement and the term of this Agreement shall continue indefinitely.

Exercise of Purchase Option. Each T-Mobile SPE AT&T Newco and each T-Mobile AT&T Contributor, at its cost and expense, shall use its reasonable best efforts efforts, beginning on the date that is 6 months prior to the applicable Purchase Option Closing Date (as defined in the MPL), to obtain any consent or waiver required to give effect to the contemplated sale of the Included Property of each Managed MPL Sites Site that is a Purchase Site (as defined in the MPL) upon the exercise of the Purchase Option (as defined in the MPL) with respect to such Managed MPL Sites under the MPL). In the event that Tower Operator exercises the Purchase Option with respect to any Managed MPL Site and the applicable T-Mobile SPE AT&T Contributor or T-Mobile Contributor AT&T Newco is unable to obtain any consent or waiver required to give effect to the contemplated sale of such the Included Property of any Managed MPL Site that is a Purchase Site by the applicable Purchase Option Closing Date, and the Included Property of such Managed MPL Site cannot be transferred to Tower Operator without violating the terms of the applicable Ground Lease, then, upon payment of the full Option Purchase Price (as defined in the MPL) on the applicable Purchase Option Closing Date (including with respect to such T-Mobile SPE or T-Mobile Contributor Managed MPL Site), the AT&T Contributors and AT&T Newcos shall be deemed to have appointed, and hereby appoints Tower Operatorappoint Manager, in perpetuity, as the exclusive operator of the Included Property of such Managed MPL Site Site. In furtherance of the foregoing, the AT&T Contributors, AT&T Newcos and Manager shall enter into documentation (including applicable powers of attorney) that is reasonably acceptable to Manager to provide for Manager’s management rights with respect to the same extent Included Property of such Managed MPL Site, which documentation shall grant and confer to Manager all rights and privileges (including all rights to receive the revenue derived from such Site and all rights and powers with respect to the operation, maintenance, leasing and licensing of such Site) granted or conferred to Manager pursuant to this Agreement in respect of a Managed Site; provided, that such AT&T Contributors and AT&T Newcos shall treat Manager as if Manager was the owner of the Included Property of such Managed MPL Site were a Managed Sale Site hereunder. Tower Operator shall be entitled to and vested with all the rights, powers and privileges of the applicable T-Mobile SPE or T-Mobile Contributor with respect to the management, administration and operation of such Managed Site as if Tower Operator were the true owner thereof, including the right to review, negotiate and execute extensions, renewals, amendments or waivers of any existing collocation agreements, ground leases, subleases, easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements, and Tower Operator shall not be subject to and shall not be bound by impose on Manager any of the covenants or restrictions imposed upon it by the MPL or any of the Collateral Agreements and such Managed MPL Site shall be deemed to be a Managed Sale Site under and for all purposes of this Agreement and the term of this Agreement shall continue indefinitelyCollateral Agreements.

Exercise of Purchase Option. Each T-Mobile SPE and each T-Mobile ContributorVerizon Lessor, at its cost and expense, shall use its commercially reasonable best efforts efforts, beginning on the date that is six months prior to the applicable Purchase Option Closing Date (as defined in the MPL), to obtain any consent or waiver required to give effect to the contemplated sale of the Included Property of each Managed MPL Sites Site that is a Purchase Site (as defined in the MPL) upon the exercise of the Purchase Option (as defined in the MPL) with respect to such Managed MPL Sites under the MPL). In the event that Tower Operator exercises the Purchase Option with respect to any Managed MPL Site and the applicable T-Mobile SPE or T-Mobile Contributor Verizon Lessor is unable to obtain any consent or waiver required to give effect to the contemplated sale of such the Included Property of any Managed MPL Site that is a Purchase Site by the applicable Purchase Option Closing Date, and the Included Property of such Managed MPL Site cannot be transferred to Tower Operator without violating the terms of the applicable Ground Lease, then, upon payment of the full Option Purchase Price (as defined in the MPL) on the applicable Purchase Option Closing Date (including with respect to such T-Mobile SPE or T-Mobile Contributor Managed MPL Site), the Verizon Lessors shall be deemed to have appointed, and hereby appoints Tower Operatorappoint Manager, in perpetuity, as the exclusive operator of the Included Property of such Managed MPL Site Site. In furtherance of the foregoing, the Verizon Lessors and Manager shall enter into documentation (including applicable powers of attorney) that is reasonably acceptable to Manager to provide for Manager’s management rights with respect to the same extent as if Included Property of such Managed MPL Site, which documentation shall grant and confer to Manager all rights and privileges (including all rights to receive the revenue derived from such Managed MPL Site were a Managed Sale Site hereunder. Tower Operator shall be entitled to and vested with all the rights, rights and powers and privileges of the applicable T-Mobile SPE or T-Mobile Contributor with respect to the managementoperation, administration maintenance, leasing and operation licensing of such Managed Site MPL Site) granted or conferred to Manager pursuant to this Agreement in respect of a Managed MPL Site; but shall otherwise treat Manager as if Tower Operator were Manager was the true owner thereof, including of the right to review, negotiate and execute extensions, renewals, amendments or waivers Included Property of any existing collocation agreements, ground leases, subleases, easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements, and Tower Operator shall not be subject to such Managed MPL Site and shall not be bound by impose on Manager any of the covenants or restrictions imposed upon it by this Agreement and the Collateral Agreements; provided, however, that Tower Operator’s indemnification obligations undertaken pursuant to the MPL or any shall remain in full force and effect in accordance with the terms and conditions of the Collateral Agreements MPL and provided further, however, that all of Tower Operator’s obligations, and all of the Verizon Parties’ rights shall continue to apply in full force and effect, mutatis mutandis, to each such Managed MPL Site shall be deemed to be as if such site was a Managed Sale Leased Site under and for all purposes of this Agreement and the term of this Agreement shall continue indefinitelyMPL Site MLA (to the extent still in effect with respect to such Managed MPL Site).

Exercise of Purchase Option. Each T-Mobile SPE and each T-Mobile Contributor, at its cost and expense, shall use its reasonable best efforts to obtain any consent or waiver required to give effect to In the contemplated sale event of the Managed MPL Sites upon the Trump’s exercise of the Purchase Option Option, Xxxxx shall deliver or cause to be delivered to Owner along with the Exercise Notice, a Letter of Credit in form and substance reasonably acceptable to Owner, securing the obligation of Xxxxx hereunder to pay to Owner the first [****] (as defined in the MPL$[*****]) with respect to such Managed MPL Sites Dollars due and payable under the MPL. In the event this Agreement (other than that Tower Operator exercises the Purchase Option with respect to any Managed MPL Site and the applicable T-Mobile SPE or T-Mobile Contributor is unable to obtain any consent or waiver required to give effect to the contemplated sale of such Managed MPL Site and such Managed MPL Site cannot be transferred to Tower Operator without violating the terms portion of the applicable Ground Lease, such T-Mobile SPE or T-Mobile Contributor shall be deemed to have appointed, and hereby appoints Tower Operator, in perpetuity, as the exclusive operator of the Included Property of such Managed MPL Site to the same extent as if such Managed MPL Site were a Managed Sale Site hereunder. Tower Operator shall be entitled to and vested with all the rights, powers and privileges of the applicable T-Mobile SPE or T-Mobile Contributor with respect to the management, administration and operation of such Managed Site as if Tower Operator were the true owner thereof, including the right to review, negotiate and execute extensions, renewals, amendments or waivers of any existing collocation agreements, ground leases, subleases, easements, licenses or other similar or related agreements or new collocation agreements, ground leases, subleases, easements, licenses or similar or related other agreements, and Tower Operator shall not be subject to and shall not be bound by any of the covenants or restrictions imposed Option Price payable upon it by the MPL or any of the Collateral Agreements and such Managed MPL Site shall be deemed to be a Managed Sale Site under and for all purposes execution of this Agreement and the term obligations secured by the Initial Letter of Credit), whether in the form of payments of the Option Price (other than that portion of the Option Price payable upon execution of this Agreement) or Termination Fee or portions thereof (the “Secured Purchase Obligation”). Notwithstanding anything herein to the contrary, the Letter of Credit shall be released and automatically deemed to have been terminated and be of no further force or effect immediately upon the Owner’s receipt of the Secured Purchase Obligation. The closing of title (“Closing”) shall take place on the first business day following the ninetieth (90th) day after the Exercise Notice. At Closing, Owner shall (a) convey to Xxxxx or Xxxxx’x designee, by special warranty deed, good and marketable fee simple title to the Property, insurable at regular rates without exception other than the matters specifically identified on Exhibit C attached hereto and made a part hereof (the “Permitted Exceptions”) and otherwise in compliance with the terms of Section 4 of the Ground Lease, (b) execute and deliver to Xxxxx or Trump’s designee and Trump’s or Trump’s designee’s title insurer a title affidavit of Owner in form and substance reasonably acceptable to Xxxxx and/or its designee, and (c) execute and deliver to Xxxxx or Trump’s designee such other documents and/or instruments as may be reasonably required by Xxxxx, Xxxxx’x designee and/or either of the foregoing’s lenders or title insurers, provided that same do not impose any cost or material obligation on Owner or any affiliate of Owner. Owner and Xxxxx or Trump’s designee shall share equally any federal, state or local realty transfer tax (or other tax or obligation in lieu thereof) imposed as a result of such purchase and sale and shall pay same at Closing. The purchase price to be paid by Xxxxx or its designee to Owner at Closing for the Property shall be the sum of ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ******* The Purchase Price shall be adjusted between the parties ninety (90) days after the earlier of the end of the fifth (5th) year of substantially continuous gaming operations at the Property, and the tenth (10th) anniversary of Closing, to reflect the actual Gross Gaming Revenue during said five (5) years of operations and the applicable overpayment or underpayment shall be paid within five (5) days of the determination thereof; provided, however, in no event shall Owner be obligated to return any of the Purchase Price to Xxxxx or its designee as a result of such adjustment unless a gaming facility has been substantially continuously open and operating at the Property for at least five (5) years. If Xxxxx timely and properly delivers the Exercise Notice and Letter of Credit (collectively, the “Purchase Exercise Documents”), but Owner fails to satisfy each of its obligations with respect to the Purchase Option as set forth herein, then Xxxxx shall, following forty-five (45) days’ written notice to Owner (unless Owner cures such failure within said forty-five (45) days), have any and all rights and remedies at law or in equity including, but not limited to, the right to rescind the Exercise Notice and the right to require the immediate return of all payments made toward the Option ***CONFIDENTIAL TREATMENT REQUESTED *** Price; provided, however, that in the event Owner cures such default within the foregoing forty-five (45) day period, then the rescinding of the Exercise Notice shall be null and void and Owner shall not be obligated to return any payments made toward the Option Price. In addition, and notwithstanding anything in this Agreement to the contrary, Xxxxx shall continue indefinitelyhave the right, within forty-five (45) days of the expiration of Owner’s right to cure its default, to deliver an Exercise Notice pursuant to the Lease Option. The obligations of the parties hereunder shall survive Closing.