TITLE TO CINGULAR NETWORK ASSETS Clause Samples

TITLE TO CINGULAR NETWORK ASSETS. Cingular Sub has good and marketable title to all of the owned Cingular Network Assets, and good, valid interests in the non-owned Cingular Network Assets, free and clear of all Liens other than Permitted Liens, except as would not have a Cingular Material Adverse Effect. To the Knowledge of Cingular and SBCW, the Cingular Network Assets will not be materially adversely affected by the transfer of the Transferred Newco Membership Interest. Upon transfer of the Newco Membership Interest, the CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of May 24, 2004. EXHIBIT 10.66 Cingular Network Assets shall be free and clear of all Liens, other than Permitted Liens, except as would not have a Cingular Material Adverse Effect.