Common use of REAL AND PERSONAL PROPERTY - LEASED Clause in Contracts

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(c) (in the case of personal property), are true and accurate descriptions of all real and personal property leased by Seller and used or useful in the ownership or operation of the Assets and the Business setting forth (i) the name of the lessor and (ii) a description of the property leased. All of the leases set forth on SCHEDULE 2.01(c) AND 2.01(d) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such lease.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(c2.01(a) (in the case of personal property), are true and accurate descriptions listings of all real and personal property leased by leases to which Seller is a party (other than personal property leases with annual payments of less than $2,000 and used or useful which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the ownership aggregate have annual payments of less than $25,000 or operation of the Assets and the Business which are terminable without penalty on one month or less notice) setting forth (i) the name of the lessor and (ii) a with respect to the real property leases, the legal description of the property leased. All Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), all of the leases set forth on SCHEDULE 2.01(cSchedule 2.01(d) AND 2.01(d(i) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such lease.

REAL AND PERSONAL PROPERTY - LEASED. Set Except as set forth in Section 2.1(s) of the Company Disclosure Schedule, set forth on SCHEDULE 2.01(dSection 2.1(t)(A) (in the case of real property) and SCHEDULE 2.01(cSection 2.1(t)(B) (in the case of personal property), ) of the Company Disclosure Schedule are true and accurate descriptions listings of all real and personal property leased by Seller and used leases to which the Company or useful in the ownership or operation a Subsidiary is a party (other than personal property leases with individual annual payment of the Assets and the Business less than $100,000) setting forth (i) the name of the lessor and lessee, (ii) the property subject to the lease and the use thereof (cell site, retail, office, etc.), (iii) the expiration date of the lease, (iv) the annual rent and (v) with respect to the real property leases, a description of the property leased. All Except as set forth on Section 2.1(t)(A) (in the case of leased real property) and Section 2.1(t)(B) (in case of leased personal property) of the Company Disclosure Schedule, (i) all of the leases set forth on SCHEDULE 2.01(c) AND 2.01(d) such Schedules are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller each of the Company and its Subsidiaries and, to Seller's their knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller the Company or a Subsidiary nor, to Seller's their knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and . The representations in this Section 2.1(t) read without giving effect to the parenthetical immediately before subclause (viii) in the validity after first sentence will not be breaches of this Agreement unless in the Primary Closing aggregate they are inaccurate so as to result in or enforceability be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as item set forth in Schedule 2.01(d), each Section 2.1(t) of the Company Disclosure Schedule, the parties acknowledge that the Company has no obligation to identify or disclose the existence of any "change in control" or similar provision in any agreement with respect to the leased real or personal property leases to which Seller is a party may be terminated by Purchaser after set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such leaseCompany Disclosure Schedule.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(c2.01(a) (in the case of personal property), are true and accurate descriptions listings of all real and personal property leased by leases to which Seller is a party (other than personal property leases with annual payments of less than $2,000 and used or useful which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the ownership aggregate have annual payments of less than $25,000 or operation of the Assets and the Business which are terminable without penalty on one month or less notice) setting forth (i) the name of the lessor and (ii) a with respect to the real property leases, the legal description of the property leased. All Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), all of the leases set forth on SCHEDULE 2.01(c) AND 2.01(dsuch Schedules (i) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such lease.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(c2.01(a) (in the case of personal property), are true and accurate descriptions listings of all real and personal property leased by leases to which Seller and used is a party (other than personal property leases with annual payments of less than $3,000 or useful in the ownership which are terminable without penalty on one month or operation of the Assets and the Business less notice) setting forth (i) the name of the lessor and (ii) a with respect to the real property leases, the legal description of the property leased. All Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), all of the leases set forth on SCHEDULE 2.01(c) AND 2.01(dsuch Schedules (i) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been been, or prior to the Closing will be, obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such lease.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d4.07(a) (in the case of real property) and SCHEDULE 2.01(c4.07(b) (in the case of personal property), are true and accurate descriptions listings of all real and personal property leased by Seller leases to which the Company is a party (other than personal property leases with annual payments of less than $2,000 and used or useful which leases, together with the other contracts and agreements not required to be disclosed in the ownership aggregate have annual payments of less than $25,000 or operation of the Assets and the Business which are terminable without penalty on one month or less notice) setting forth (i) the name of the lessor and (ii) with respect to the real property leases, a description of the property leasedleased and its use. All Except as set forth on SCHEDULE 4.07(a) (in the case of leased real property) and SCHEDULE 4.07(b) (in the case of leased personal property), all of the leases set forth on SCHEDULE 2.01(c) AND 2.01(d) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, the Company and each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, the Company nor any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has have been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will not be in no way adversely affected by the sale of the Assets Securities to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such leasePurchaser.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d2.01(D) (in the case of real property) and SCHEDULE 2.01(c2.01(A) (in the case of personal property), are true and accurate descriptions listings of all real and personal property leased by leases to which Seller is a party (other than personal property leases with annual payments of less than $2,000 and used or useful which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(A) AND (D), in the ownership aggregate have annual payments of less than $25,000 or operation of the Assets and the Business which are terminable without penalty on one month or less notice) setting forth (i) the name of the lessor and (ii) with respect to the real property leases, a description of the property leased. All Except as set forth on SCHEDULE 2.01(D) (in the case of leased real property) and SCHEDULE 2.01(A) (in the case of leased personal property), all of the leases set forth on SCHEDULE 2.01(cSchedule 2.01(d) AND 2.01(d(i) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller and, to Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller nor, to Seller's knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity after the Primary Closing or enforceability of any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as set forth in Schedule 2.01(d), each of the real property leases to which Seller is a party may be terminated by Purchaser after the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such lease.

REAL AND PERSONAL PROPERTY - LEASED. Set Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set forth on SCHEDULE 2.01(dSection 2.1(t)(A) (in the case of real property) and SCHEDULE 2.01(cSection 2.1(t)(B) (in the case of personal property), ) of the Company Disclosure Schedule are true and accurate descriptions listings of all real and personal property leased by Seller and used leases to which the Company or useful in the ownership or operation a Subsidiary is a party (other than personal property leases with individual annual payment of the Assets and the Business less than $100,000) setting forth (i) the name of the lessor and lessee, (ii) the property subject to the lease and the use thereof (cell site, retail, office, etc.), (iii) the expiration date of the lease, (iv) the annual rent and (v) with respect to the real property leases, a description of the property leased. All Except as set forth on Section 2.1(t)(A) (in the case of leased real property) and Section 2.1(t)(B) (in case of leased personal property) of the Company Disclosure Schedule, (i) all of the leases set forth on SCHEDULE 2.01(c) AND 2.01(d) such Schedules are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) Seller each of the Company and its Subsidiaries and, to Seller's their knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither Seller the Company or a Subsidiary nor, to Seller's their knowledge, any other party is in default in any respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and . The representations in this Section 2.1(t) read without giving effect to the parenthetical immediately before subclause (viii) in the validity after first sentence will not be breaches of this Agreement unless in the Primary Closing aggregate they are inaccurate so as to result in or enforceability be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any such lease will be in no way affected by the sale of the Assets to Purchaser provided all required consents have been obtained from the other parties to such lease. Except as item set forth in Schedule 2.01(d), each Section 2.1(t) of the Company Disclosure Schedule, the parties acknowledge that the Company has no obligation to identify or disclose the existence of any "change in control" or similar provision in any agreement with respect to the leased real or personal property leases to which Seller is a party may be terminated by Purchaser after set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Primary Closing on no greater than 30 days' prior written notice, without incurring any premium, penalty or other additional obligation under such leaseCompany Disclosure Schedule.