Common use of Title to Assets; Related Matters Clause in Contracts

Title to Assets; Related Matters. (i) The Company has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets of the Company in order to conduct its business, free and clear of all Encumbrances, (ii) the assets of the Company constitute all the assets and rights necessary for the operation of the business of the Company as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the business of the Company as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Company is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Company enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company have no known material defects. None of the assets of the Company is subject to any commitment or other arrangement for its sale or use by any Sellers, their Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter are valued on the books of the Company at or below the actual cost less an adequate and proper depreciation charge. The Company has not depreciated any of its assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.

Title to Assets; Related Matters. Except as set forth in Schedule 2.10, (i) The Company Seller has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets of the Company Purchased Assets in order to conduct its businessthe Business, free and clear of all Encumbrances, (ii) the assets of the Company Purchased Assets constitute all the assets and rights necessary for the operation of the business of the Company Business as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the business of the Company Business as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company Seller which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Company Seller is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Company Seller enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company Seller have no known material defects. None of the assets of the Company Purchased Assets is subject to any commitment or other arrangement for its sale or use by any Sellersthe Seller, their its Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter are valued on the books of the Company at or below the actual cost less an adequate and proper depreciation charge. The Company Seller has not depreciated any of its assets the Purchased Assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.

Title to Assets; Related Matters. (i) The Company Seller has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets of the Company Purchased Assets in order to conduct its businessthe Business, free and clear of all Encumbrances, (ii) the assets of the Company Purchased Assets constitute all the assets and rights necessary for the operation of the business of the Company Business as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the business of the Company Business as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company Seller which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Company Seller is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Company Seller enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company Seller have no known material defects. None of the assets of the Company Purchased Assets is subject to any commitment or other arrangement for its sale or use by any Sellersthe Seller, their its Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter are valued on the books of the Company Seller at or below the actual cost less an adequate and proper depreciation charge. The Company Seller has not depreciated any of its assets the Purchased Assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.

Title to Assets; Related Matters. Except for Permitted -------------------------------- Exceptions or as disclosed in Section 2.7 of the Disclosure Schedule and except for such matters that would not reasonably be expected to have a Material Adverse Effect, (i) The the Companies and the Company has Subsidiaries have good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in in, or otherwise have the right to use, all of the assets of the Company in order to conduct its businessFrontier LEC Business, free and clear of all EncumbrancesEncumbrances (except for any assets sold or otherwise disposed of, or with respect to which the lease, sublease or other right to use such asset has expired or has been terminated, in each case after the date hereof solely to the extent permitted under Section 4.1(a) hereof), (ii) the such assets of the Company constitute all the assets and rights necessary for the operation of the business of the Company Frontier LEC Business as currently conducted, including, without limitation, all interoffice network facilities and related electronic equipment used in the Frontier LEC Business, (iii) the Real Property and Equipment is are in good operating condition and repair and maintained in accordance with industry practices customary procedures of the Frontier LEC Business taking into account the age thereof, thereof and (iv) there are no assets, properties or rights necessary to conduct the business knowledge of the Company as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company which assetsSellers, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which either Seller or any of the Companies or Company Subsidiaries is a party or by which the Equipment Real Property is otherwise bound that preclude or restrict the Seller’s Companies' or Company Subsidiaries' ability to use the Equipment Real Property for the purposes for which it is currently being used. The Company enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company have no known material defects. None of the assets of the Company is subject to any commitment or other arrangement for its sale or use by any Sellers, their Affiliates or third parties. The assets reflected on the December 31, 2005 Balance Sheet or acquired thereafter are valued on the books of the Company at or below the actual cost less an adequate and proper depreciation charge. The Company has not depreciated any of its assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.

Title to Assets; Related Matters. (i) The Company Seller has good, valid and marketable title (as measured in the context of their current uses) to, or, in the case of leased or subleased assets or other possessory interests, valid and subsisting leasehold or other possessory interests (as measured in the context of their current uses) in all of the assets of the Company Purchased Assets in order to conduct its businessthe Business, free and clear of all Encumbrances, (ii) the assets of the Company Purchased Assets constitute all the assets and rights necessary for the operation of the business of the Company Business as currently conducted, (iii) the Equipment is in good operating condition and repair and maintained in accordance with industry practices taking into account the age thereof, (iv) there are no assets, properties or rights necessary to conduct the business of the Company Business as the same was conducted immediately prior to the date hereof that are owned by any Person other than the Company Seller which assets, properties or rights are not to be leased or licensed to Buyer under valid, current lease or license arrangements and (v) there are no contractual or legal restrictions to which the Company Seller is a party or by which the Equipment is otherwise bound that preclude or restrict the Seller’s ability to use the Equipment for the purposes for which it is currently being used. The Company Seller enjoys peaceful and undisturbed possession of all Equipment. The Equipment and other tangible assets owned or used by the Company Seller have no known material defects. None of the assets of the Company Purchased Assets is subject to any commitment or other arrangement for its sale or use by any Sellersthe Seller, their its Affiliates or third parties. The assets reflected on the December 31, 2005 2003 Balance Sheet or acquired thereafter are valued on the books of the Company Seller at or below the actual cost less an adequate and proper depreciation charge. The Company Seller has not depreciated any of its assets the Purchased Assets on an accelerated basis (or in any other manner) inconsistent with applicable requirements of the Code.