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

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set forth on Section 2.1(t)(A) (in the case of real property) and Section 2.1(t)(B) (in the case of personal property) of the Company Disclosure Schedule are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary is a party (other than personal property leases with individual annual payment of 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. 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 such Schedules are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued currently payable rents and other payments required by such leases have been paid, (iii) each of the Company and its Subsidiaries and, to their knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary nor, to 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. The representations in this Section 2.1(t) read without giving effect to the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedule.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(c) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings descriptions of all real and personal property leases to which leased by Seller and used or useful in the Company ownership or a Subsidiary is a party (other than personal property leases with individual annual payment operation of less than $100,000) the Assets and the Business 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. 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 All of the leases set forth on such Schedules 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) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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, and (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. The representations in this Section 2.1(t) read without giving effect to the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so Except as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) Schedule 2.01(d), each of the Company Disclosure Schedulereal 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, the parties acknowledge that the Company has no without incurring any premium, penalty or other additional 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Scheduleunder such lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set forth on Section 2.1(t)(A) (in the case of real property) and Section 2.1(t)(B) (in the case of personal property) of the Company Disclosure Schedule are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary is a party (other than personal property leases with individual annual payment of 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. 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 such Schedules are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued currently payable rents and other payments required by such leases have been paid, (iii) each of the Company and its Subsidiaries and, to their knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary nor, to 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. The representations in this Section 2.1(t) read without giving effect to the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedule.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(A) (in the case of real property) and Section 2.1(t)(B) (in the case of personal property) of the Company Disclosure Schedule SCHEDULE 2.01 are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Selling Group member is a party (other than personal property leases with individual annual payment of 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. 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) SCHEDULE 7.06 all of the leases set forth on 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) each of the Company and its Subsidiaries Selling Group and, to their knowledgeSelling Group's Knowledge, each other party thereto have materially complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Selling Group nor, to their knowledgeSelling Group's Knowledge, any other party is in material 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. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect to no way affected by the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure ScheduleAssets to Purchaser, provided all required consents have been obtained from the other 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(D) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(A) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Seller is a party (other than personal property leases with individual annual payment payments of less than $100,0002,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(A) AND (D), in the aggregate have annual payments of less than $25,000 or which are terminable without penalty on one month or less notice) 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. Except as set forth on Section 2.1(t)(ASCHEDULE 2.01(D) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 2.01(A) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on such Schedules Schedule 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) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect to no way affected by the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure Schedule, Assets to Purchaser provided all required consents have been obtained from the other 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 4.07(a) (in the case of real property) and Section 2.1(t)(BSCHEDULE 4.07(b) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary is a party (other than personal property leases with individual annual payment payments of less than $100,0002,000 and which leases, together with the other contracts and agreements not required to be disclosed in the aggregate have annual payments of less than $25,000 or which are terminable without penalty on one month or less notice) 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 leasedleased and its use. Except as set forth on Section 2.1(t)(ASCHEDULE 4.07(a) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 4.07(b) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on 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) each of the Company and its Subsidiaries and, to their knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary nor, to their knowledge, 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, and (vi) no waiver, indulgence or postponement of any obligations thereunder has have been granted by any party. The representations in this Section 2.1(t, and (vii) read without giving effect to the parenthetical immediately before subclause (i) in the first sentence validity or enforceability of any such lease will not be breaches of this Agreement unless in adversely affected by the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure Schedule, the parties acknowledge that the Company has no obligation Securities 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure SchedulePurchaser.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Seller is a party (other than personal property leases with individual annual payment payments of less than $100,0002,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $25,000 or which are terminable without penalty on one month or less notice) 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 the legal description of the property leased. Except as set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on such 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) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect to no way affected by the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure Schedule, Assets to Purchaser provided all required consents have been obtained from the other 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Seller is a party (other than personal property leases with individual annual payment payments of less than $100,0003,000 or which are terminable without penalty on one month or less notice) 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 the legal description of the property leased. Except as set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on such 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) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect no way affected by the sale of the Assets to Purchaser provided all required consents have been, or prior to the parenthetical immediately before subclause (i) in Closing will be, obtained from the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as other parties to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Seller is a party (other than personal property leases with individual annual payment payments of less than $100,0005,000 and which leases, together with the other contracts and agreements (other than real property leases) not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $50,000 or which are terminable without penalty on one month or less notice) 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 the legal description of the property leased. Except as set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on such Schedules (i) are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) Seller has paid all accrued and currently payable rents and other payments required by such leases have been paidleases, (iii) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all their respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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 counterclaim thereunder, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect to no way affected by the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure Schedule, Assets to Purchaser provided all required consents have been obtained from the other 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Except as set forth in ----------------------------------- Section 2.1(s) of the Company Disclosure Schedule, set Set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of personal property) of the Company Disclosure Schedule ), are true and accurate listings of all real and personal property leases to which the Company or a Subsidiary Seller is a party (other than personal property leases with individual annual payment payments of less than $100,0002,000 and which leases, together with the other contracts and agreements not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $25,000 or which are terminable without penalty on one month or less notice) 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 the legal description of the property leased. Except as set forth on Section 2.1(t)(ASCHEDULE 2.01(d) (in the case of leased real property) and Section 2.1(t)(BSCHEDULE 2.01(a) (in the case of leased personal property) of the Company Disclosure Schedule), (i) all of the leases set forth on such Schedules Schedule 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) each of the Company and its Subsidiaries Seller and, to their Seller's knowledge, each other party thereto have complied with all respective covenants and provisions of such leases, (iv) neither the Company or a Subsidiary Seller nor, to their 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, and (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party. The representations , and (vii) the validity or enforceability of any such lease will be in this Section 2.1(t) read without giving effect to no way affected by the parenthetical immediately before subclause (i) in the first sentence will not be breaches of this Agreement unless in the aggregate they are inaccurate so as to result in or be reasonably likely to result in a Material Adverse Effect on the Company or Buyer. Notwithstanding any provision of this Agreement or any item set forth in Section 2.1(t) sale of the Company Disclosure Schedule, Assets to Purchaser provided all required consents have been obtained from the other 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 set forth on Sections 2.1(t)(A) and 2.1(t)(B) of the Company Disclosure Schedulesuch lease.