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(B) Seller shall have performed all agreements contained herein required to be performed by it at or before
<br />the Closing; and
<br />(C) Seller shall have executed and delivered each of the Closing Documents;
<br />ii. Purchaser shall have received, at Purchaser's expense, a marked
<br />commitment for owner's title insurance, in form acceptable to Purchaser, insuring title to the Easement;
<br />iii. Between the Effective Date and the Closing Date, no event shall have
<br />occurred.that has had or is reasonably expected to have a Material Adverse Effect on the Tower Assets; and
<br />iv. All authorizations, Third Party Consents, waivers or approvals required by
<br />the provisions of this Agreement to be obtained from all Persons shall have been obtained.
<br />C. Conditions to the Obligations of Seller. The obligation of Seller to consummate the
<br />Transactions shall be further conditioned upon the satisfaction or fulfillment, at or prior to the Closing,
<br />unless waived in writing by Seller, that the representations and warranties of Purchaser contained herein
<br />shall be true and correct in all material respects, and Purchaser shall have paid the Purchase Price at the
<br />Closing.
<br />12. Apportionment of Real Estate Taxes, Rent Utilities. Appropriate prorations shall be made
<br />on a daily basis as of the close of business on the Closing Date with respect to rental and lease payments,
<br />security deposits, utilities, current year real and personal property taxes and all other items of income and
<br />expense due or payable under the Easement and Tenant Leases, in each case, of a nature ordinarily prorated
<br />as of closing in real estate transactions (and not separately addressed elsewhere in this Agreement) with
<br />Seller being entitled to all such income and responsible for all such expenses relating to the Tower Assets
<br />then being conveyed for all periods on or prior to each Closing Date and Purchaser being entitled to all such
<br />income and responsible for all such expenses relating to the Tower Assets then being conveyed for all
<br />periods subsequent to the Closing Date. A reasonable estimate of such pro -rations shall be agreed to by
<br />Seller and Purchaser at least two (2) Business Days prior to the Closing Date (the "Pro -Rations Estimate"),
<br />and shall be settled in immediately available funds at the Closing. All past due real estate and personal
<br />property taxes, if any, shall be paid by Seller at or before the Closing. Seller expressly agrees that if it
<br />receives any rents, revenues or other payments under the Tenant Leases included in the Tower Assets after
<br />the Closing Date, it shall remit to Purchaser the moneys so received within five (5) Business Days after
<br />receipt thereof.
<br />Notwithstanding the foregoing, at each Closing, Purchaser shall receive a credit for the full amount
<br />of all rent due under the Tenant Leases for the month immediately following such Closing and Seller shall be
<br />entitled to keep all such amounts that it receives from Tenants for such month. The foregoing provision shall
<br />survive the Closing.
<br />13. Indemni1y.
<br />a. Seller agrees that on and after the Closing Date it shall indemnify and hold harmless
<br />Purchaser and its affiliates, and each of their respective members, stockholders, directors, officers,
<br />employees, managers, partners, agents and representatives (collectively, the "Purchaser Indemnified
<br />Parties") from and against any and all damages, Claims, losses, expenses, costs, obligations, and liabilities,
<br />including without limitation reasonable fees and expenses of attorneys, accountants, and other experts and
<br />those incurred to enforce the terms of this Agreement or any Closing Document (collectively, "Loss and
<br />Expense"), suffered by the Purchaser Indemnified Parties by reason of or arising out of (i) any
<br />misrepresentation or breach of a representation or warranty made by Seller pursuant to this Agreement, any
<br />Closing Document, or any collateral document, (ii) any failure by Seller to perform or fulfill any of its
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