Common use of Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment Clause in Contracts

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Sellers own no real property, which is or has been used in or relates or has related to the operation of any of the Businesses. All current leases (or other real property licenses or occupancy agreements of Sellers, all such being referred to herein as "leases") are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) on the part of any of the Sellers and, to the knowledge of Sellers, on the part of any other party thereto. (b) Sellers have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in the Businesses, free and clear of any Liens, except (i) liens for taxes not yet due and payable, (ii) mechanics', workmens', landlords' and other statutory liens (or other liens arising by operation of law) incurred in the ordinary course of business for amounts not in default, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value in any material respect or interfere with the present use of the property subject thereto or affected thereby (such exceptions, "PERMITTED LIENs"). (c) Each item of equipment with a value of $5,000 or more owned or leased by Sellers and used in or held for use in the Businesses is (i) adequate for the conduct of the Businesses as currently conducted, and (ii) in adequate operating condition, subject to normal wear and tear taking into account the age thereof. (d) The Purchased Assets listed in Sections (b)(i)-(b)(x) of SCHEDULE 1.1 constitute all of the assets and rights used in or reasonably necessary to the operation of the Businesses as currently conducted.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Sellers own no Neither the Company nor the Subsidiary owns any real property nor has either ever owned any real property, which is or has been used in or relates or has related to the operation of any . SECTION 2.12(a) of the BusinessesDisclosure Schedule sets forth a list of all real property currently leased by the Company or the Subsidiary, the name of the lessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental payable under any such lease. All such current leases (or other real property licenses or occupancy agreements of Sellers, all such being referred to herein as "leases") are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) on by the part of any of the Sellers andCompany or, to the knowledge of SellersCompany's knowledge, on the part of any other party thereto, except for such defaults or events of default as would not reasonably be expected to have a Material Adverse Effect. (b) Sellers Each of the Company and the Subsidiary have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in the Businessesits business, free and clear of any Liens, except (i) liens as reflected in the Current Balance Sheet, (ii) Liens for taxes Taxes assessments and other similar governmental charges not yet due and payable, (iiiii) mechanics'mechanic's, workmens'carrier's, landlords' and other statutory liens (worker's, warehouseman's, materialman's, repairman's or other liens Liens arising by operation of law) or incurred in the ordinary course of business for amounts not business, (iv) Liens listed or described in default, SECTION 2.12 of the Disclosure Schedule and (iiiv) such imperfections of title and or encumbrances, if any, which do not materially detract from the value in any material respect or materially interfere with the present use of the property subject thereto or affected thereby (such exceptions, "PERMITTED LIENs")thereby. (c) Each item All material items of equipment with a value of $5,000 or more (the "EQUIPMENT") owned or leased by Sellers and used in the Company or held for use in the Businesses Subsidiary is (i) adequate for the conduct of the Businesses business of the Company and the Subsidiary as currently conducted, and (ii) in adequate good operating condition, regularly and properly maintained, subject to normal wear and tear taking into account the age thereoftear. (d) The Purchased Assets listed in Sections (b)(i)-(b)(x) of SCHEDULE 1.1 constitute all Each of the assets Company and the Subsidiary has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers (the "CUSTOMER INFORMATION"). No person other than the Company or the Subsidiary possesses any claims or rights used in or reasonably necessary with respect to the operation use of the Businesses as currently conductedCustomer Information.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Sellers own The Company owns no real property, which is nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently, or has been used at any time in or relates or has related to the operation of any past three (3) years, leased by the Company, the name of the Businesseslessor, the date of the lease and each amendment thereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All current leases (or other real property licenses or occupancy agreements of SellersExcept as set forth in Schedule 2.10(a), all such being referred to herein as "leases") current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is notnot with respect to the Company or to the knowledge of the Company or Founder, under any of other party to such leases, leases any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) on under such leases that would result in any monetary damage to the part of any Company or materially interfere with the present use of the Sellers and, property subject to the knowledge of Sellers, on the part of any other party theretosuch lease. (b) Sellers have The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in the Businessesits business, free and clear of any Liens, except (ias reflected in the Company Financials or in Schedule 2.10(b) and except for liens for taxes not yet due and payable, (ii) mechanics', workmens', landlords' payable or due or payable but not delinquent and other statutory liens (or other liens arising which are being contested in good faith by operation of law) incurred in the ordinary course of business for amounts not in default, appropriate proceedings and (iii) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from the value in any material respect value, or materially interfere with the present use use, of the property subject thereto or affected thereby (such exceptions, "PERMITTED LIENs")thereby. The provisions of this Section 2.10(b) shall not apply to Intellectual Property. (c) Each item of Except as described in Schedule 2.10(c), the equipment with a value of $5,000 or more (the "EQUIPMENT") owned or leased by Sellers and used in or held for use in the Businesses is Company is, taken as a whole, (i) adequate for the conduct of the Businesses business of the Company as currently conducted, conducted and (ii) in adequate good operating condition, regularly and properly maintained, subject to normal wear and tear taking into account the age thereoftear. (d) The Purchased Assets listed in Sections (b)(i)-(b)(x) of SCHEDULE 1.1 constitute all of the assets and rights used in or reasonably necessary to the operation of the Businesses as currently conducted.

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment. (a) Sellers own The Company owns no real property, which is or has been used in or relates or has related to the operation of any . Section 2.10(a) of the BusinessesCompany Disclosure Schedule sets forth a true and complete list of all real property leased by the Company and the aggregate annual rental or other fee payable under any such lease. All current such leases (or other real property licenses or occupancy agreements of Sellers, all such being referred to herein as "leases") are in full force and effectgood standing, are valid and effective in accordance with their respective terms, and there is notnot with respect to the Company and, to the knowledge of the Company, any other parties to such leases, under any of such leases, leases any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) on the part of any of the Sellers and, to the knowledge of Sellers, on the part of any other party thereto). (b) Sellers have Except as set forth in Section 2.10(b) of the Company Disclosure Schedule, the Company holds good and valid title to, to (or, in the case of leased properties properties, assets and assetsrights of way, valid leasehold interests in, ) all of its tangible properties properties, assets and assetsrights of way, real, personal and mixed, used or held for use in the Businessesits business, free and clear of any Liensliens, except (i) liens for taxes not yet due and payablecharges, (ii) mechanics', workmens', landlords' and other statutory liens (pledges,security interests or other liens arising by operation encumbrances. The Company has valid and subsisting rights of law) incurred way to use all real or personal property in or through which the ordinary course of business for amounts not in default, and (iii) such imperfections of title and encumbrances, if any, which do not detract from the value in any material respect Company's owned or interfere with the present use of the property subject thereto leased optic or affected thereby (such exceptions, "PERMITTED LIENs")other fiber lines are currently located or situated. (c) Each item All items of equipment with a equipment, including optic or other fiber lines, whether owned or leased, having an individual value of $5,000 or more owned or leased (the "Equipment") used by Sellers and used in or held for use the Company in the Businesses is conduct of its business are listed in Section 2.10(c) of the Company Disclosure Schedule, except individual pieces of equipment owned by the Company with an individual value of less than $5,000. The Equipment is, taken as a whole, (i) adequate for the conduct of the Businesses business of the Company as presently conducted, (ii) suitable for the uses to which it is currently conductedemployed, (iii) in good operating condition, (iv) regularly and properly maintained, ordinary wear and tear excepted, and (iiv) not obsolete, dangerous or in adequate operating condition, subject to normal wear and tear taking into account the age thereofneed of renewal or replacement. (d) The Purchased Assets listed in Sections (b)(i)-(b)(x) of SCHEDULE 1.1 constitute all of the assets and rights used in or reasonably necessary to the operation of the Businesses as currently conducted.