Common use of Assets; Absence of Liens and Encumbrances Clause in Contracts

Assets; Absence of Liens and Encumbrances. Pihana and each Pihana Subsidiary own, lease or have the legal right to use all of the assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than intellectual property, which is covered by Section 3A.14), used in the conduct of the business of Pihana or such Pihana Subsidiary or otherwise owned or leased by Pihana or such Pihana Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used by Pihana or such Pihana Subsidiary in or relating to the conduct of the business of Pihana and each Pihana Subsidiary (all such properties, assets and contract rights being the “Pihana Assets”). Pihana and each Pihana Subsidiary have good and marketable title to, in the case of real property Pihana Assets, or, in the case of leased or subleased Pihana Assets, valid and subsisting leasehold interests in, all the Pihana Assets, or, in the case of personal property, title to, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, security interests or encumbrances of any kind or character (“Liens”) except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Pihana Assets subject thereto or affected thereby. The equipment of Pihana and the Pihana Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Pihana and each Pihana Subsidiary ownThe Company owns, lease leases or have has the legal right to use all of the assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than intellectual propertyIntellectual Property, which is covered exclusively by Section 3A.143.14 hereof), used in the conduct of the business of Pihana or such Pihana Subsidiary the Company or otherwise owned or leased by Pihana or such Pihana Subsidiary the Company and, with respect to contract rights, except as set forth in Section 3.12 or Section 3.12 of the Company Disclosure Schedules is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by Pihana or such Pihana Subsidiary the Company in or relating to the conduct of the business of Pihana and each Pihana Subsidiary the Company (other than Intellectual Property, which is covered exclusively by Section 3.14 hereof) (all such properties, assets and contract rights being the “Pihana Assets”). Pihana and each Pihana Subsidiary have The Company has good and marketable title to, in the case of real property Pihana Assets, or, in the case of leased or subleased Pihana Assets, valid and subsisting leasehold interests in, all the Pihana Assets, or, in the case of personal property, title to, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for other than (xA) Liens for current Taxes and assessments not yet past due and payable, (B) inchoate mechanic’s and materialmen’s Liens for construction, installations or deliveries in progress, (yC) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens that have arisen arising in the ordinary course of business of the Company or any Subsidiary and that do not(D) all matters of public record other than (A) Liens for current Taxes and assessments not yet past due and payable, individually (B) inchoate mechanic’s and materialmen’s Liens for construction, installations or deliveries in progress, and (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, ordinary course of business of the Pihana Assets subject thereto Company or affected therebyany Subsidiary. The equipment of Pihana and the Pihana Subsidiaries Company used in the operations of their its business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Pihana Except as set forth in Section 3.17 of the Company Disclosure Schedule, the Company and each Pihana Subsidiary own, lease or own and have the legal right title to use all of the assets, tangible assets and properties and have adequate rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than intellectual propertyIntellectual Property, which is covered by Section 3A.143.14 hereof), used or intended to be used in the conduct of the business of Pihana the Company or such Pihana Subsidiary or otherwise owned or leased by Pihana the Company or such Pihana Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used or intended to be used by Pihana the Company or such Pihana Subsidiary in or relating to the conduct of the business of Pihana the Company and each Pihana Subsidiary (all such properties, assets and contract rights being the “Pihana Assets”). Pihana Section 3.17(a) of the Company Disclosure Schedule sets forth a complete and accurate list and a brief description of all personal property of the Company or any Subsidiary subject to capitalized equipment leases. The Company and each Pihana Subsidiary have good and marketable title to, in the case of real property Pihana Assets, or, in the case of leased or subleased Pihana Assets, valid and subsisting leasehold interests in, all the Pihana Assets, or, in the case of personal property, title to, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, infringements, security interests or encumbrances of any kind or character (“Liens”) except for (xa) Liens for current Taxes Taxes, assessments and other governmental levies, fees or charges not yet due and payablepayable or which the taxpayer is contesting in good faith; (b) cashiers’, landlords’, mechanics’, materialmens’, carriers’, workmens’, repairmens’, contractors’ and (y) warehousemens’ Liens that have arisen and similar Liens incurred in the ordinary course of business for amounts which are not delinquent and that do which would not, individually or in the aggregate, be material; (c) zoning, building codes and other land use Laws regulating the use or occupancy of any property that is the subject of a Company Lease (“Leased Real Property”) or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such Leased Real Property, and which are not violated by the current use or occupancy of such Leased Real Property or the operation of the Company and its Subsidiaries; (d) purchase money Liens securing rental payments under capital lease or operating lease arrangements; (e) easements, covenants, conditions, rights of way, restrictions and other similar charges and encumbrances of record and other encroachments and title and survey defects, none of which interfere materially with the ordinary conduct of the Company and its Subsidiaries or detract materially from the value, or materially interfere with the present or contemplated use, occupancy, value or marketability of title of the Pihana Assets assets subject thereto or affected thereby((a) through (f) collectively, “Permitted Liens”); and (g) licenses of Company Intellectual Property. The equipment of Pihana the Company and the Pihana Subsidiaries used in the operations of their business is, taken as a whole, in reasonably good operating condition and repair, ordinary wear and tear excepted.

Assets; Absence of Liens and Encumbrances. Pihana (a) Except as set forth in Section 3B.17 of the i-STT Disclosure Letter, i-STT and each Pihana i-STT Subsidiary own, lease or have the legal right to use all of the assets, properties and rights of every kind, nature, character and description, including, without limitation, real property and personal property (other than intellectual property, which is covered by Section 3A.143B.14), used in the conduct of the business of Pihana i-STT or such Pihana i-STT Subsidiary or otherwise owned or leased by Pihana i-STT or such Pihana i-STT Subsidiary and, with respect to contract rights, is a party to and enjoys the right to the benefits of all material contracts, agreements and other arrangements used by Pihana i-STT or such Pihana i-STT Subsidiary in or relating to the conduct of the business of Pihana i-STT and each Pihana i-STT Subsidiary (all such properties, assets and contract rights being the “Pihana i-STT Assets”). Pihana i-STT and each Pihana i-STT Subsidiary have good and marketable title to, in the case of real property Pihana i-STT Assets, or, in the case of leased or subleased Pihana i-STT Assets, valid and subsisting leasehold interests in, all the Pihana i-STT Assets, or, in the case of personal property, title to, free and clear of all mortgages, liens, pledges, charges, claims, defects of title, restrictions, security interests or encumbrances of any kind or character (“Liens”) Liens except for (x) Liens for current Taxes not yet due and payable, and (y) Liens that have arisen in the ordinary course of business and that do not, individually or in the aggregate, materially detract from the value, or materially interfere with the present or contemplated use, of the Pihana i-STT Assets subject thereto or affected thereby. The equipment of Pihana i-STT and the Pihana i-STT Subsidiaries used in the operations of their business is, taken as a whole, in good operating condition and repair, ordinary wear and tear excepted. (b) STT Communications owns all of the outstanding i-STT Stock and all securities convertible into i-STT Stock, beneficially and of record, free and clear of any Liens, claims restrictions, encumbrances, or proprietary interests of any third party. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments obligating STT Communications to issue, sell, deliver or transfer (including any right of conversion or exchange under any outstanding security or other instrument) any equity interest in the i-STT Stock. STT Communications has the absolute and unconditional right to sell, assign, transfer and deliver the i-STT Stock and any securities convertible into i-STT Stock in accordance with the terms of this Agreement.