Transferred Assets Except with respect to Fee Realty, the Transferred Assets are, and at the time of Closing will be, owned by Seller and conveyed, transferred and assigned to Buyer free and clear of all Encumbrances. The Transferred Assets (i) are in a normal state of repair (except for ordinary wear and tear), (ii) are sufficient, both in number and condition, to comply with applicable requirements of State Regulatory Authorities and the manufacturer's specifications, except for non-compliances that in the aggregate are not reasonably likely to have a material adverse effect on the Business following the Closing Date, and (iii) will include all assets of every type, nature and description that relate to, arise from, are used or held by Seller primarily in the operation of the Business as presently operated by Seller (including vehicles and related vehicle stock, portable office equipment, test equipment, generators, materials, supplies, tools, maintenance radio equipment and antennas normally located within the Exchanges or primarily used in connection with the Business), except for the Excluded Assets. Assuming the receipt of all required third-party consents, the instruments and documents to be executed and/or delivered by Seller to Buyer pursuant to Section 2.2 hereof at or following the Closing Date shall be adequate and sufficient to vest in Buyer all of Seller's right, title and interest in or to the Transferred Assets. To Seller's Knowledge, Seller enjoys peaceful, undisturbed possession under all leases included in the Material Contracts and rights-of-way and easements with respect thereto and with respect to the Fee Realty. Notwithstanding the foregoing to the contrary, with respect to all Fee Realty included in the Transferred Assets, Seller makes no representations or warranties as to the ownership or Encumbrances thereon, it being the express agreement of the parties that such matters shall be the subject of the arrangements set forth in Sections 3.1.11 and 5.3.9.