Common use of Title to Assets; Condition of Assets Clause in Contracts

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are used in the operation of the Business as it is currently being conducted by Seller other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller hasSellers have full power, right and will authority to sell and convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets as of the date hereof is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are necessary, used or useful in the operation of the Business as it is currently being conducted by Seller other than the Microwave Authorizations issued to KCCGP, L.P., a Delaware limited partnership and affiliate of Sellers ("KCCGP"), which are identified on SCHEDULE 2.01(a) and that will be included within the Assets to be transferred to Purchaser and other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee No partner of any Seller except KCCGP with respect to the Microwave Authorizations or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller Sellers owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation propogation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA Cellular Areas for which Sellers are licensed in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, Powertel and Sellers own ------------------------------------ and will convey transfer to Purchaser Buyer at Closing, the Closing good and marketable title to the AssetsOwned Sites, free subject to the Permitted Encumbrances. Powertel and clear Sellers own and will transfer to Buyer at the Closing a valid leasehold interest in the Leased Sites, subject to the Permitted Encumbrances. Powertel and Sellers own and shall also transfer at Closing (with special warranty) the other Assets described in this Agreement. Except as may be provided in the Site Leases and other Permitted Encumbrances, Powertel's and Sellers' ownership of all Liens other than Permitted Liens. All Liens in effect the Assets includes the right to lease or sublease to third parties space on the date hereof which are Tower Sites and Tower Structures. Powertel and Sellers make no representation or warranty as to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all effect of the assets which are used in the Permitted Encumbrances on Buyer's use, ownership or operation of the Business as it is currently being conducted Assets; provided, however, that absent a default by Seller other than Buyer or CCIC in the Excluded payment or performance of any Assumed Liabilities which arise from Permitted Encumbrances adversely affecting any of the Assets. Except as disclosed on SCHEDULE 7.25, no officerneither Powertel nor Sellers (or their respective Affiliates) shall have any claim against CCIC or Buyer for breach of any warranty or representation contained in the Master Lease regarding CCIC's or Buyer's ownership and right to lease any of the Assets, directoror for breach of any covenant of quiet enjoyment contained in the Master Lease, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than extent such breach arises from the Excluded Assetsexistence or exercise of Permitted Encumbrances as of the Closing adversely affecting the use or occupancy of the subject Assets pursuant to the terms of the Master Lease. Except The structural integrity, operating condition and repair of the Tower Structures as of the Closing Date will be satisfactory to Powertel and Sellers in all respects for factors typically affecting propagation the purpose of supporting and reception in operating their antennae equipment and facilities pursuant to the cellular telephone industry generallyterms of the Master Lease; provided, however, the tangible property included in foregoing is not intended to limit any subsequent repair and maintenance obligations of CCIC or Buyer pursuant to the Assets are technically sufficient and capable of providing cellular telephone service in the RSA in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All terms of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tearMaster Lease.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are necessary, used or useful in the operation of the Business as it is currently being conducted by Seller other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry and paging industries generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA Cellular Areas and paging service within the reliable service contour generated by the transmitters covered by the FCC Paging Authorizations in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are reasonably necessary, used or useful in the operation of the Business as it is currently being conducted by Seller Seller, other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business Business, other than the Excluded Assets. Except for factors typically affecting signal propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA throughout Seller's established cellular geographic service area in accordance with applicable FCC regulations regulations, except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or by Seller and, to Seller's knowledge, leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property Seller which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller of the Assets (i) comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, (ii) have no structural defects and (iii) do not require any repair other than routine maintenance and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at the Primary Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at the Final Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear exceptedexcepted except as disclosed on SCHEDULE 7.04. The Assets constitute all of the assets which are necessary, used or useful in the operation of the Business as it is currently being conducted by Seller other than the Excluded Assets. Except as disclosed on SCHEDULE 7.25, no officer, director, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, and, except as disclosed on SCHEDULE 7.04, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.047.03 attached hereto, Seller has full power, right and authority to sell and convey the Assets to Purchaser. Seller has, and at the Primary Closing will transfer and convey to Purchaser at ClosingPurchaser, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens on the Assets in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto7.03 hereto and all such Liens, other than Permitted Liens, will be discharged at the Primary Closing. The tangible property included among the Assets is as of the date hereof are in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are used or useful by Seller in connection with the operation of the Business as it is currently being conducted by Seller other than the Excluded AssetsBusiness. Except as disclosed on SCHEDULE 7.25, no No officer, director, stockholder or employee of Seller Seller, or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") (other than the Seller Seller) controlling, controlled by or affiliated with or family member of any such officer, director, stockholder or employee, owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA Cellular System in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08regulations. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned by Seller (or in the case of such buildings, towers, antenna, fixtures, improvements, equipment, facilities and structural components which are leased by Seller Seller, to Seller's knowledge) comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance as is customary in the cellular telephone industry generally and the repair of ordinary wear and tear.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, Powertel and Sellers own and will convey transfer to Purchaser Buyer at Closing, the Closing good and marketable title to the AssetsOwned Sites, free subject to the Permitted Encumbrances. Powertel and clear Sellers own and will transfer to Buyer at the Closing a valid leasehold interest in the Leased Sites, subject to the Permitted Encumbrances. Powertel and Sellers own and shall also transfer at Closing (with special warranty) the other Assets described in this Agreement. Except as may be provided in the Site Leases and other Permitted Encumbrances, Powertel's and Sellers' ownership of all Liens other than Permitted Liens. All Liens in effect the Assets includes the right to lease or sublease to third parties space on the date hereof which are Tower Sites and Tower Structures. Powertel and Sellers make no representation or warranty as to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all effect of the assets which are used in the Permitted Encumbrances on Buyer's use, ownership or operation of the Business as it is currently being conducted Assets; provided, however, that absent a default by Seller other than Buyer or CCIC in the Excluded payment or performance of any Assumed Liabilities which arise from Permitted Encumbrances adversely affecting any of the Assets. Except as disclosed on SCHEDULE 7.25, no officerneither Powertel nor Sellers (or their respective Affiliates) shall have any claim against CCIC or Buyer for breach of any warranty or representation contained in the Master Lease regarding CCIC's or Buyer's ownership and right to lease any of the Assets, directoror for breach of any covenant of quiet enjoyment contained in the Master Lease, stockholder or employee of Seller or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") other than the Seller owns, leases or has any rights in any property, license or other assets related to the Business other than extent such breach arises from the Excluded Assetsexistence or exercise of Permitted Encumbrances as of the Closing adversely affecting the use or occupancy of the subject Assets pursuant to the terms of the Master Lease. Except The structural integrity, operating condition and repair of the Tower Structures as of the Closing Date will be satisfactory to Powertel and Sellers in all respects for factors typically affecting propagation the purpose of supporting and reception in operating their antennae equipment and facilities pursuant to the cellular telephone industry generallyterms of the Master Lease; provided, however, the tangible property included in foregoing is not intended to limit any subsequent repair and maintenance obligations of CCIC or Buyer pursuant to the Assets are technically sufficient and capable of providing cellular telephone service in the RSA in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All terms of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned or leased by Seller comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance and the repair of ordinary wear and tearMaster Lease.

Title to Assets; Condition of Assets. Except as set forth on SCHEDULE 7.04, Seller has, and will convey to Purchaser at Closing, good and marketable title to the Assets, free and clear of all Liens other than Permitted Liens. All Liens in effect on the date hereof which are to be discharged at Closing are listed on SCHEDULE 7.04 hereto. The tangible property included among the Assets (other than spare equipment and parts, all of which will be conveyed "as is, where is") is in good working order and repair, reasonable wear and tear excepted. The Assets constitute all of the assets which are necessary, used or useful in the operation of the Business as it is currently being conducted by Seller other than the Excluded Assets. Except as disclosed on SCHEDULE Schedule 7.25, no officer, director, stockholder or employee of Seller Seller, or any other individual, partnership, corporation, limited liability company, person or entity (a "Person") (other than the Seller Seller) controlling, controlled by or affiliated with or family member of any such officer, director, stockholder or employee, owns, leases or has any rights in any property, license or other assets related to the Business other than the Excluded Assets. Except for factors typically affecting propagation and reception in the cellular telephone industry generally, the tangible property included in the Assets are technically sufficient and capable of providing cellular telephone service in the RSA Cellular Area in accordance with applicable FCC regulations except as set forth on SCHEDULE 7.08. All of the buildings, towers, transmitters, antenna, fixtures and improvements owned or leased by Seller, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities and the roof, walls and other structural components of the real property which are part of, or located in such buildings, towers, antenna or improvements and are owned by Seller (or in the case of such buildings, towers, antenna, fixtures, improvements, equipment, facilities and structural components which are leased by Seller Seller, to Seller's knowledge) comply with applicable zoning laws and the building, health, fire and environmental protection codes of all applicable governmental jurisdictions, have no structural defects and do not require any repair other than routine maintenance as is customary in the cellular telephone industry generally and the repair of ordinary wear and tear.