Common use of Properties and Licenses Clause in Contracts

Properties and Licenses. (a) Each of the Borrower and the Subsidiary Loan Parties has good title to, or valid leasehold interests in, all the real and personal property material to its business (other than licenses, which are addressed in paragraph (d) of this Section), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or proposed to be conducted. (b) Each of the Borrower and the Subsidiary Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05A sets forth the address of each real property that is owned or leased by the Borrower or any of its Subsidiaries as of the date of this Agreement after giving effect to the Transactions; provided, however, that -------- ------- such Schedule is required to disclose only leased properties which constitute MSC switch locations and leased properties whereat personal property or fixtures having an aggregate value of $1,000,000 or more are located. As of the Effective Date, neither Holdings, the Borrower nor any of its Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein. (d) Schedule 3.05B sets forth all FCC Licenses existing as of the date of this Agreement (and the respective holders of such FCC Licenses) and all other licenses and permits in effect as of the date of this Agreement that are material to the business of the Borrower and the Subsidiary Loan Parties. Each of the FCC Licenses, and each other license or permit that is material to the business of the Borrower and the Subsidiary Loan Parties, is valid and in full force and effect, and the Borrower and the Subsidiary Loan Parties are in compliance with the terms and conditions thereof except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Borrower has the right to utilize all FCC Licenses held by the License Subsidiaries.

Properties and Licenses. (a) Each of the Borrower and the Subsidiary Loan Parties has good title to, or valid leasehold interests in, all the real and personal property material to its business (other than licenses, which are addressed in paragraph (d) of this Section), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or proposed to be conducted. (b) Each of the Borrower and the Subsidiary Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05A sets forth the address of each real property that is owned or leased by the Borrower or any of its Subsidiaries as of the date of this Agreement Effective Date after giving effect to the Transactions; provided, however, that -------- ------- such Schedule is required to disclose only leased properties which constitute MSC switch locations and leased properties whereat personal property or fixtures having an aggregate value of $1,000,000 or more are located. As of the Effective Date, neither Holdings, the Borrower nor any of its Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein. (d) Schedule 3.05B sets forth all FCC Licenses existing as of the date of this Agreement Effective Date (and the respective holders of such FCC Licenses) and all other licenses and permits in effect as of the date of this Agreement Effective Date that are material to the business of the Borrower and the Subsidiary Loan Parties. Each of the FCC Licenses, and each other license or permit that is material to the business of the Borrower and the Subsidiary Loan Parties, is valid and in full force and effect, and the Borrower and the Subsidiary Loan Parties are in compliance with the terms and conditions thereof except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Borrower has the right to utilize all FCC Licenses held by the License Subsidiaries.

Properties and Licenses. (a) Each of the Borrower and the Subsidiary Loan Parties has good title to, or valid leasehold interests in, all the its real and personal property material to its business (other than licenses, which are addressed in paragraph (d) of this Sectionincluding its Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct conduct, in all material respects, its business as currently conducted or proposed to be conductedutilize, in all material respects, such properties for their intended purposes. (b) Each of the Borrower and the Subsidiary Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05A 3.05(c) sets forth the address of each real property that is owned or leased by the Borrower or any of its Subsidiaries the Subsidiary Loan Parties as of the date of this Agreement Effective Date after giving effect to the Transactions; provided, however, that -------- ------- such Schedule is required to disclose only leased properties which constitute MSC switch locations and leased properties whereat personal property or fixtures having an aggregate value of $1,000,000 or more are located. . (d) As of the Effective Date, neither Holdingsno director, executive, financial, legal or other officer (including Financial Officer) or general counsel of the Borrower nor or any of its Subsidiaries the Subsidiary Loan Parties has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any interest of any Loan Party therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein. (de) Schedule 3.05B 3.05(e) sets forth all FCC Licenses existing as of the date of this Agreement Effective Date (and the respective holders of such FCC Licenses) and all other licenses and permits in effect as of the date of this Agreement Effective Date that are material to the business of the Borrower and the Subsidiary Loan Parties. Each of the FCC Licenses, and each other license or permit that is material to the business of the Borrower and the Subsidiary Loan Parties, is valid and in full force and effect, and the Borrower and the Subsidiary Loan Parties are in compliance in all material respects with the terms and conditions thereof except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectthereof. The Borrower has the right to utilize all FCC Licenses held by the License Subsidiaries.

Properties and Licenses. (a) Each of the Borrower and the Subsidiary Loan Parties has good title to, or valid leasehold interests in, all the real and personal property material to its business (other than licenses, which are addressed in paragraph (d) of ------------- this Section), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or proposed to be conducted. (b) Each of the Borrower and the Subsidiary Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Subsidiary Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 3.05A sets forth the address of each real property that is -------------- owned or leased by the Borrower or any of its Subsidiaries as of the date of this Agreement after giving effect to the Transactions; provided, however, that -------- ------- such Schedule is required to disclose only leased properties which constitute MSC switch locations and leased properties whereat personal property or fixtures having an aggregate value of $1,000,000 or more are located. As of the Effective Date, neither Holdings, the Borrower nor any of its Subsidiaries has received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Neither any Mortgaged Property nor any interest therein is subject to any right of first refusal, option or other contractual right to purchase such Mortgaged Property or interest therein. (d) Schedule 3.05B sets forth all FCC Licenses existing as of the date of -------------- this Agreement (and the respective holders of such FCC Licenses) and all other licenses and permits in effect as of the date of this Agreement that are material to the business of the Borrower and the Subsidiary Loan Parties. Each of the FCC Licenses, and each other license or permit that is material to the business of the Borrower and the Subsidiary Loan Parties, is valid and in full force and effect, and the Borrower and the Subsidiary Loan Parties are in compliance with the terms and conditions thereof except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Borrower has the right to utilize all FCC Licenses held by the License Subsidiaries.