Common use of Property; Assets Clause in Contracts

Property; Assets. (i) The Disclosure Letter sets forth a complete and accurate list of (i) all of the real property owned by the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) good and marketable title to its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each case, free and clear of all Liens, except for (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof. (ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear excepted. (iii) With respect to the Leased Real Property, neither the Company nor any of its Subsidiaries has received a written notice of (i) any monetary default or other material default thereunder or (ii) non-compliance with any Applicable Laws. (iv) Neither the Company nor any Subsidiary has received any written notice from any Governmental Authority with respect to the Real Property of any violations of any Applicable Laws, which violation is not in the process of being cured or contested in good faith

Property; Assets. (i) The Disclosure Letter sets forth a complete and accurate list of (i) all of the real property owned by the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) good and marketable title to its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each case, free and clear of all Liens, except for (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof. (ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear excepted. (iii) With respect to the Leased Real Property, neither the Company nor any of its Subsidiaries has received a written notice of (i) any monetary default or other material default thereunder or (ii) non-compliance with any Applicable Laws. (iva) Neither the Company nor any Subsidiary of the Company owns any real property, nor has received the Company or any written notice from Subsidiary of the Company ever owned any Governmental Authority with respect real property. (b) Section 3.14 of the Company Matters Letter sets forth a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries. The Company has made available to Parent prior to the Real Property date hereof correct and complete copies of the lease agreements pertaining to the leased properties. The Company or a Subsidiary of the Company has valid leasehold interests in all of its leased properties, free and clear of all Encumbrances (except in all cases for Permitted Encumbrances). Except as may be limited by the Bankruptcy and Equity Exception, all material leases under which the Company or any violations of its Subsidiaries lease any Applicable Lawsreal property are valid and in full force and effect in all material respects against the Company or any of its Subsidiaries and, which violation to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms, and there is not not, to the Company’s Knowledge, under any of such leases, any existing material default by the Company or any of its Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries. (c) The Company or a Company Subsidiary has (i) good and valid title to all of the material properties and assets reflected as owned on the most recent balance sheet of the Company contained in the process Company SEC Documents (except for properties or assets that have been sold or disposed of being cured in the ordinary course of business consistent with past practice since the date of such balance sheet), free and clear of all Encumbrances (except in all cases for Permitted Encumbrances) and (ii) valid leasehold interests in or contested comparable Contract rights to use all material properties or assets reflected as leased on such balance sheet (except for such leases terminated in good faiththe ordinary course of business consistent with past practice since the date of such balance sheet), free and clear of all Encumbrances (except in all cases for Permitted Encumbrances).

Property; Assets. (ia) The Disclosure Letter sets forth Company owns, or otherwise has a complete valid leasehold interest providing sufficient and accurate list of (i) legally enforceable rights to use, all of the real property owned by assets used in the Company or a Subsidiary (the "Owned Real Property"Business. Section 3.8(a) and (ii) all of the real property leased or subleased by Disclosure Schedule contains a list of all assets used in the Company or a Subsidiary from a third party requiring a payment Business. Such assets are sufficient in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" andnature, together with the Owned Real Property, the "Real Property")quality and quantity to conduct such business as it is currently conducted. The Company or its Subsidiaries have (i) (A) has good and marketable title to all the assets used in its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assetsrespective business, good and marketable title to its interest in such property and assets, in each caseor associated leaseholds therein, free and clear of all Liens, except for . Such assets are in good operating condition and repair (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof. (ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear excepted), have been reasonably maintained consistent with standards generally followed in the industry, are suitable for their present uses and, in the case of owned structures, are structurally sound. (iiib) The Company does not own any real property. Section 3.8(b) of the Disclosure Schedule contains a list of all real property (collectively, “Real Property”) leased or subleased by the Company (each a “Lease” and, collectively, the “Leases”), identifying the lessor and lessee, whether or not the lessor is an Affiliate of the Company, or an officer, director, partner, member, manager or shareholder of the Company or of any Affiliate of the Company or (or any immediate family member of any such person), rental rate, lease term, expiration date, and existence of any renewal option. With respect to each Lease, the Leased Company, as applicable, has a valid leasehold interest, free and clear of all Liens except for defects in title or Liens which do not and will not interfere with the use of such Real Property as presently used or intended by the Company to be used, or otherwise materially impair business operations at such properties, or materially detract from the value of such Real Property as presently used or intended by the Company to be used. Each Lease is legal, valid and binding on and enforceable against the Company and the other parties thereto and is in full force and effect. Upon the consummation of the transactions contemplated herein, assuming the receipt of the consent of certain landlords by Buyer in connection with the change of control contemplated by this Agreement, each Lease shall remain in full force and effect without any loss of benefits thereunder and without the need to obtain any consent of any party thereto to the transactions contemplated herein. Owners have caused the Company to deliver to Buyer true, correct and complete copies of all leases for Real Property, neither the Company nor any of its Subsidiaries has received a written notice of (i) any monetary default or other material default thereunder or (ii) non-compliance with any Applicable Lawsas such leases have been amended to date. (iv) Neither the Company nor any Subsidiary has received any written notice from any Governmental Authority with respect to the Real Property of any violations of any Applicable Laws, which violation is not in the process of being cured or contested in good faith

Property; Assets. (ia) The Disclosure Letter sets forth Company owns, or otherwise has a complete valid leasehold interest providing sufficient and accurate list of (i) legally enforceable rights to use, all of the real property owned by and assets necessary or otherwise material to the conduct of the Business. Except as set forth on Schedule 4.9(a), the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Dollars (US$50,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) has good and marketable title to its interest in all assets reflected on the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each caseClosing Balance Sheet, free and clear of all Liens, except for . All such assets are in good operating condition and repair (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof. (ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear excepted), have been reasonably maintained consistent with standards generally followed in the industry, are suitable for their present uses and, in the case of owned or leased structures, are structurally sound. (b) Schedule 4.9(b)(i) contains a list of all real property owned, leased, subleased or used by or to the Company (the “Real Property”), indicating whether such property is owned, leased, subleased or used. The current use of the Real Property does not violate the certificate of occupancy thereof or any local zoning or similar land use or other Laws and none of the structures on the Real Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any Real Property. All facilities located on the Real Property have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in compliance with applicable laws. The Company has not received notice of any pending or threatened condemnation proceeding, or of any sale or other disposition in lieu of condemnation, affecting any of the Real Property. Each parcel of Real Property abuts on or has direct vehicular access to a public road. Except as otherwise indicated in Schedule 4.9(b)(ii), the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Real Property. With respect to each lease or sublease listed, except as otherwise indicated on Schedule 4.9(b)(iii): (i) the lease or sublease is in full force and effect and shall remain in full force and effect on identical terms after the Closing, without the need to obtain the consent of any party thereto; (ii) the Company is in possession of the leased or subleased premises and all rental and other obligations of the Company are current; (iii) With respect to the Leased Real Property, neither the Company nor any is not in default and no event has occurred which, with or without notice or lapse of its Subsidiaries has received time, would constitute a written notice of (i) any monetary breach or default or other material default thereunder permit termination, modification or (ii) non-compliance with any Applicable Laws.acceleration under such lease or sublease; (iv) Neither no party has repudiated any provision of any such lease or sublease; and (v) there are no disputes, oral agreements or forbearance programs in effect as to any lease or sublease to which the Company nor any Subsidiary has received any written notice from any Governmental Authority is a party. (c) Schedule 4.9(c)(i) sets forth as of the date hereof, a complete and accurate list of all furniture, equipment, fixed assets, leasehold improvements, manufacturing equipment, automobiles and all other tangible personal property (including its net book value) owned by, in the possession of, or used by the Company in connection with respect to the Real Property of any violations of any Applicable LawsBusiness. Except as set forth in Schedule 4.9(c)(ii), which violation such personal property is not held under any lease, security agreement, conditional sales contract, or other title retention or security arrangement or subject to any Liens or encumbrances, and is not located other than in the process possession of being cured the Company. (d) All receivables of the Company reflected on the Second Quarter Balance Sheet or contested created after the date of the Second Quarter Balance Sheet and accurately reflected on the Closing Balance Sheet arose from valid transactions in good faiththe ordinary course of business consistent with past practice.

Property; Assets. (i) The Disclosure Letter sets forth a complete and accurate list of (i) all of the real property owned by the Company or a Subsidiary (the "Owned Real Property") and (ii) all of the real property leased or subleased by the Company or a Subsidiary from a third party requiring a payment in excess of Fifty Thousand United States Xxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$50,000100,000) per year (the "Leased Real Property" and, together with the Owned Real Property, the "Real Property"). The Company or its Subsidiaries have (i) (A) good and marketable title to its interest in the applicable Owned Real Property and (B) a valid leasehold interest in the Leased Real Property as provided in the applicable lease agreements (the "Real Property Leases") and (ii) with respect to any other material property and assets, good and marketable title to its interest in such property and assets, in each case, free and clear of all Liens, except for (A) Liens, encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges listed or identified in the Disclosure Letter or Financial Statements with respect to the applicable Real Property and (B) Liens, encumbrances, defects, easements, rights of way, restrictions, covenants, claims or other similar charges, whether or not of record, which do not, individually or in the aggregate, materially impact the use or operation of the Real Property in connection with the Telecommunications Business consistent with the current use thereof. (ii) All of the Real Property, machinery, fixtures, vehicles, equipment and other personal property owned or leased by the Company or any Subsidiary is in satisfactory repair and operating condition, ordinary wear and tear exceptedaccepted. (iii) With respect to the Leased Real Property, neither the Company nor any of its Subsidiaries has received a written notice of (i) any monetary default or other material default thereunder or (ii) non-compliance with any Applicable Laws. (iv) Neither the Company nor any Subsidiary has received any written notice from any Governmental Authority with respect to the Real Property of any violations of any Applicable Laws, which violation is not in the process of being cured or contested in good faith.