Common use of Assets Other than Real Property Interests Clause in Contracts

Assets Other than Real Property Interests. (a) The Crown Parties have good and valid title to all assets reflected on the December 31, 1996 balance sheets of the Crown Communications Business, Network and Mobile included in the Crown Financial Statements (the "December 31 Crown Balance Sheets") or thereafter acquired, except those sold or -------------------------------- otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens of any kind except (i) such as are set forth on Schedule 5.14, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business consistent with past practice, (iii) Liens which secure debt that is reflected as a liability on the balance sheets as of June 30, 1997 included in the Crown Interim Financial Statements and other debt incurred under existing credit facilities and vehicle financings of the Acquired Business and (iv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the Acquired Business, as presently conducted (Liens, encumbrances and imperfections of title described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as "Crown Permitted Liens"). Schedule 5.14 sets forth a list of all --------------------- material personal property owned by Sellers and used or held for use in connection with the Crown Communications Business.

Assets Other than Real Property Interests. (a) The Crown Parties Buyer and its Subsidiaries have good and valid title to all assets reflected on the December 31, 1996 balance sheets sheet of the Crown Communications Business, Network Buyer and Mobile its consolidated Subsidiaries included in the Crown Buyer Financial Statements (the "December 31 Crown Buyer Balance SheetsSheet") or thereafter acquired, except those sold or -------------------------------- ------------------------------- otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens of any kind except (i) such as are set forth on Schedule 5.146.10, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business consistent with past practice, (iii) Liens which secure debt that is reflected as a liability on the balance sheets as of June 30, 1997 included in the Crown Buyer Interim Financial Statements and other debt incurred under existing credit facilities and vehicle financings of the Acquired Business Buyer or its Subsidiaries and (iv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the Acquired Businessrelate, as presently conducted (Liens, encumbrances and imperfections of title described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as "Crown Buyer Permitted --------------- Liens"). Schedule 5.14 6.10 sets forth a list of all --------------------- material personal property owned ----- by Sellers Buyer and its Subsidiaries and used or held for use in connection with the Crown Communications Businesstheir respective businesses.

Assets Other than Real Property Interests. (a) The Crown Parties have Seller has good and valid title to all assets Purchased Assets reflected on the December 31, 1996 balance sheets of the Crown Communications Business, Network and Mobile included in the Crown Financial Statements (the "December 31 Crown 1997 Balance Sheets") Sheet or thereafter acquired, except those sold or -------------------------------- otherwise disposed of in the ordinary course of business consistent with past practice and not in violation of this Agreement, in each case free and clear of all Liens of any kind except (i) such as are set forth on Schedule 5.143.10, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business consistent with past practice, (iii) Liens which secure debt that is reflected as a liability on the balance sheets as of June 30December 31, 1997 included in the Crown Interim Financial Statements Balance Sheet and other debt incurred under existing credit facilities and vehicle financings of the Acquired Business Business, (iv) Liens for Taxes, assessments, governmental charges or claims that are not yet delinquent, and (ivv) other imperfections of title or encumbrances, if any, which do not, individually or in the aggregate, materially impair the continued use and operation of the assets to which they relate in the Acquired Business, as presently conducted (such Liens, encumbrances and imperfections of title described in clauses (i), (ii), (iii) and (iv) above are hereinafter referred to collectively as "Crown Permitted LiensPERMITTED LIENS"). Schedule 5.14 3.10 sets forth a list of all --------------------- material personal property owned by Sellers Seller and used or held for use in connection with the Crown Communications Business.

Assets Other than Real Property Interests. (a) The Crown Parties have Seller has good and valid marketable title to all assets reflected on the December 31, 1996 balance sheets of the Crown Communications Business, Network and Mobile included in the Crown Financial Statements (the "December 31 Crown Balance Sheets") Sheet or thereafter acquired, except those sold or -------------------------------- otherwise disposed of since the date of such Balance Sheet in the ordinary course of business consistent with past practice and not in violation of this Agreementpractice, in each case free and clear of all Liens of any kind except except: (ia) such as are set forth disclosed on Schedule 5.14, 4.4 and (iib) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business consistent business, Liens arising under original purchase price conditional sales contracts and equipment leases with past practice, (iii) Liens which secure debt that is reflected as a liability on the balance sheets as of June 30, 1997 included third parties entered into in the Crown Interim Financial Statements ordinary course of business, Liens for Taxes and other debt incurred under existing credit facilities governmental charges which are not due and vehicle financings of the Acquired Business payable or which may thereafter be paid without penalty, and (iv) other imperfections of title title, restrictions or encumbrances, if any, which Liens, imperfections of title, restrictions or other encumbrances do not, individually or in the aggregate, materially impair the continued use and operation of the specific assets to which they relate (the Liens described in the Acquired Business, as presently conducted preceding clause (Liens, encumbrances and imperfections of title described in clauses (i), (ii), (iiib) and (iv) above are hereinafter referred to collectively as "Crown Permitted Liens"). Seller has completed each of the actions described on Schedule 5.14 sets forth a list 4.4 under the heading "Year 2000 Remediation and Oracle Implementation Actions." This Section 4.4 does not relate to real property or interests in real property, such items being the subject of all --------------------- material personal property owned by Sellers and used or held for use in connection with the Crown Communications BusinessSection 4.5.