Common use of Parent Property Clause in Contracts

Parent Property. (a) Schedule 4.12(a) contains a true and complete list of all material real property owned by Parent and its Subsidiaries (the “Parent Owned Real Property”) as of the date hereof. Parent and its Subsidiaries have good and valid title to all of the Parent Owned Real Property free and clear of Liens other than Permitted Liens. (b) Schedule 4.12(b)(i) sets forth a list of all leases, site leases, subleases and occupancy agreements, together with all material amendments thereto, in which either of Parent or its Subsidiaries has a leasehold interest, license or similar occupancy rights, whether as lessor or lessee, and which involve payments by Parent or its Subsidiaries in excess of $500,000 per year (each, a “Parent Lease” and collectively, the “Parent Leases”; the property covered by Parent Leases under which either of Parent or its Subsidiaries is a lessee is referred to herein as the “Parent Leased Real Property”; the Parent Leased Real Property, together with the Parent Owned Real Property, collectively being the “Parent Property”). Except as set forth on Schedule 4.12(b)(ii), the transactions contemplated by this Agreement and the Amalgamation Agreement do not require the consent or approval of the other party to the Parent Leases, except for such consents or approvals, which, if not obtained, would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Since December 31, 2010, no Parent Lease has been modified or amended in writing in any way materially adverse to the business of Parent and its Subsidiaries except as set forth on Schedule 4.12(c) and no party to any Parent Lease has given either of Parent or its Subsidiaries written notice of or, to the Knowledge of Parent, made a claim with respect to any breach or default, except for such defaults or breaches that, individually or in the aggregate, would not have a Parent Material Adverse Effect. (d) Except as set forth on Schedule 4.12(d), and other than with respect to IRUs, co-location, cross-connection, interconnection, entrance facilities or other rights incidental to the provision of services established in the ordinary course of business, none of the material Parent Owned Real Property is subject to any option or other agreement granting to any Person or entity any right to obtain title to all or any portion of such property.

Parent Property. (a) Schedule 4.12(a) contains a true and complete list of all material real property owned by Parent and its Subsidiaries (the “Parent Owned Real Property”) as of the date hereof. Parent and its Subsidiaries have good and valid title to all of the Parent Owned Real Property free and clear of Liens other than Permitted Liensown no real property. (b) Schedule 4.12(b)(i4.12(b) sets forth a list of all leases, site leaseslicenses, permits, subleases and occupancy agreements, together with all material amendments thereto, in which either of Parent or any of its Subsidiaries has a leasehold interest, license interest or similar occupancy rights, whether as lessor or lessee, and (i) which are material to the operation of Parent and its Subsidiaries, taken as a whole, or (ii) which involve payments by Parent or its Subsidiaries in excess of $500,000 50,000 per year (each, a “Parent Lease” and collectively, the “Parent Leases”; the property covered by Parent Leases under which either of Parent or any of its Subsidiaries is a lessee is referred to herein as the “Parent Leased Real Property”; ). Neither Parent nor any of its Subsidiaries is a party to any Parent Contract (other than a Lease) with the lessor of any Parent Leased Real Property, together which gives such lessor any right to terminate or adversely alter the terms of the Parent Lease to which such lessor is a party. Parent or its Subsidiaries enjoys peaceful and undisturbed possession of the Parent Leased Real Property pursuant to the Parent Leases. No option has been exercised under any of such Parent Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been made available to the Company with the corresponding Parent Owned Real Property, collectively being the “Parent Property”)Lease. Except as set forth on Schedule 4.12(b)(ii4.12(b), the transactions contemplated by this Agreement and the Amalgamation Agreement do not require the consent or approval of the other party to the Parent Leases, except for such consents or approvals, which, if not obtained, would not, individually or in the aggregate, have a Parent Material Adverse Effect. (c) Since December 31, 2010the date of the Parent Interim Balance Sheet, no Parent Lease has been modified or amended in writing in any way materially adverse to the business of Parent and its Subsidiaries except as set forth on Schedule 4.12(c) and no party to any Parent Lease has given either of Parent or any of its Subsidiaries written notice of or, to the Knowledge of Parent, made a claim with respect to to, any breach or default, except for such defaults or breaches that, individually or in the aggregate, would not have a Parent Material Adverse Effectdefault thereunder. (d) Except as set forth on Schedule 4.12(d), ) and other than with respect to IRUs, co-location, cross-connection, interconnection, entrance facilities or other rights incidental to the provision of services established in the ordinary course of business, none of the material Parent Owned Leased Real Property is subject to any option option, lease, sublease, license or other agreement granting to any Person or entity any right to the use, occupancy or enjoyment of such property or any portion thereof or to obtain title to all or any portion of such property. (e) All material improvements, systems and fixtures on the Parent Leased Real Property are in good operating condition and repair and generally are adequate and suitable in all material respects for the present and continued use, operation and maintenance thereof as now used, operated or maintained. All improvements on the Parent Leased Real Property constructed by or on behalf of Parent or any Subsidiary were constructed, to the Knowledge of Parent, in compliance in all material respects with applicable laws, ordinances and regulations affecting such Parent Leased Real Property.

Parent Property. (a) Schedule 4.12(a) contains a true and complete list of all material Neither Parent nor Merger Sub owns any real property owned by Parent and its Subsidiaries (the “Parent Owned Real Property”) as of the date hereof. Parent and its Subsidiaries have good and valid title to all of the Parent Owned Real Property free and clear of Liens other than Permitted Liensproperty. (b) Section 4.12(b) of the Parent Disclosure Schedule 4.12(b)(i) sets forth a list of all leases, site leaseslicenses, permits, subleases and occupancy agreements, together with all material amendments thereto, in which either of Parent or its Subsidiaries the Company has a leasehold interest, license interest or similar occupancy rights, whether as lessor or lessee, and (i) which are material to the operations of Parent or Merger Sub, or (ii) which involve payments by Parent or its Subsidiaries Merger Sub in excess of $500,000 100,000 per year (each, a “Parent Lease” and collectively, the “Parent Leases”; the property covered by Parent Leases under which either of Parent or its Subsidiaries Merger Sub is a lessee is referred to herein as the “Parent Leased Real Property”; ). Neither Parent nor Merger Sub is a party to any Parent Contract (other than a Lease) with the lessor of any Parent Leased Real Property, together which gives such lessor any right to terminate or adversely alter the terms of the Parent Lease to which such lessor is a party. Parent or Merger Sub enjoys peaceful and undisturbed possession of the Parent Leased Real Property pursuant to the Parent Leases. No option has been exercised under any of such Parent Leases, except options the exercise of which have been evidenced by a written document, a true, complete and accurate copy of which has been made available to the Company with the corresponding Parent Owned Real Property, collectively being the “Parent Property”)Lease. Except as set forth on Schedule 4.12(b)(ii), the The transactions contemplated by this Agreement and the Amalgamation Agreement do not require the consent or approval of the other party to the any Parent Leases, except for such consents or approvals, which, if not obtained, would not, individually or in the aggregate, have a Parent Material Adverse EffectLease. (c) Since December 31June 30, 20102007, no Parent Lease has been modified or amended in writing in any way materially adverse to the business of Parent and its Subsidiaries except as set forth on Schedule 4.12(c) and no party to any Parent Lease has given either of Parent or its Subsidiaries Merger Sub written notice of orof, to the Knowledge of Parent, or made a claim against any of them with respect to to, any breach or default, except for such defaults or breaches that, individually or in the aggregate, would not have a Parent Material Adverse Effectdefault thereunder. (d) Except as set forth All material improvements, systems and fixtures on Schedule 4.12(d), and other than with respect to IRUs, co-location, cross-connection, interconnection, entrance facilities or other rights incidental to the provision of services established in the ordinary course of business, none of the material Parent Owned Leased Real Property is subject to any option are in good operating condition and repair and generally are adequate and suitable in all material respects for the present and continued use, operation and maintenance thereof as now used, operated or other agreement granting to any Person maintained. All improvements on the Parent Leased Real Property constructed by or entity any right to obtain title to on behalf of Parent were constructed in compliance in all or any portion of material respects with applicable laws, ordinances and regulations affecting such propertyParent Leased Real Property.