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. Company shall retain all of its rights and obligations under all leased real and personal property.
REAL AND PERSONAL PROPERTY - LEASED. Set forth on Schedule 4.14 is a true and accurate description of all real and material personal property leased by Seller, the Company or any Subsidiary. The leased real property set forth on Schedule 4.14, together with all improvements thereon and fixtures therein and other rights appurtenant thereto but excluding any leased real property included in the Retained Assets is referred to herein as the "Leased Real Property". Prior to the date hereof, Seller has made available to Buyer true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property and all material leased personal property. With respect to such leases, the property described in each lease is presently used by Seller, the Company or the Subsidiary indicated on Schedule 4.14 as lessee under such lease, and such leases are in full force and effect and neither Seller, the Company nor any Subsidiary has assigned or transferred any rights under any such lease (except for collateral assignments that will be released at Closing and except pursuant to the Contribution). Neither Seller, the Company nor any Subsidiary is in material default under the terms of any such lease, nor, to the Company's Knowledge, is the lessor in material default under any such lease, and no events have occurred that, with the giving of notice or the lapse of time, or both, would be a material default under any such lease by Seller, the Company or any Subsidiary, or to the Company's Knowledge, by any such lessor. With respect to the Leased Real Property: (i) neither Seller, the Company nor the applicable Subsidiary shares any space with or sublets any space to any other Person, (ii) Seller, the Company or the applicable Subsidiary enjoys peaceful and quiet possession, in all material respects, of such Leased Real Property; (iii) each real property lease listed on Schedule 4.14 is legal, valid, binding and enforceable on Seller, the Company or the applicable Subsidiary and, to the Knowledge of the Company, on the other party thereto in accordance with its terms (except in each case to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law relating to creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and is in full force and effect, (iv) all of Seller's, the Company's and the Subsidiar...
REAL AND PERSONAL PROPERTY - LEASED. To the best of the Company's knowledge, set forth in Schedule 3.17 hereto is a true and accurate description of all real and material personal property leased by the Company, setting forth (a) the name of the lessor and (b) a description of the property leased. With respect to such leases, the property described in such leases is presently used by the Company as indicated in Schedule 3.17 as lessee under the terms of such leases, and such leases are in full force and effect, and will be free and clear of all Liens created by the Company except as set forth in Schedule 3.17 hereto, and neither the Company is in default of the terms of any such lease in any material respect nor, to the best of the Company's knowledge, is any lessor in default in any material respect under any such lease nor have any events occurred which, with the giving of notice or the lapse of time, or both, would be a default under any such lease. The Company has made available to PSO a true and correct copy of all leases set forth on Schedule 3.17.
REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01 are true and accurate listings of all real and personal property leases to which a Selling Group member is a party setting forth (i) the name of the lessor and (ii) with respect to the real property leases, a description of the property leased. Except as set forth on 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) Selling Group and, to Selling Group's Knowledge, each other party thereto have materially complied with all respective covenants and provisions of such leases, (iv) neither Selling Group nor, to Selling 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, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity 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.
REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(a) (in the case of personal property), are true and accurate listings of all real and personal property leases (other than leases, together with the other contracts and agreements which in the aggregate have annual payments of less than $100,000 or which are terminable on six months or less notice) of Sellers used in the ownership or operation of the Assets and the Business. Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), with respect to such leases, the Sellers hold valid leasehold interests therein, such leases are in full force and effect, and will be free and clear of all Liens other than Permitted Liens at the Closing.
REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(a) (in the case of personal property), are true and accurate listings of all real and personal property leases (other than personal property leases with annual payments of less than $12,000 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 $150,000 or which are terminable without penalty on six months or less notice) of Sellers used or useful in the ownership or operation of the Assets and the Business setting forth (i) the name of the lessor and (ii) with respect to the real property leases, a description of the property leased. Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), with respect to such leases, the Sellers hold valid leasehold interests therein, such leases are in full force and effect, and will be free and clear of all Liens other than Permitted Liens at the Closing.
REAL AND PERSONAL PROPERTY - LEASED. Except as set forth on Schedule 3.14(a), the Company is not the lessor of any real or personal property. The Company has made available to Buyer a true, correct and complete copy of each lease identified on Schedule 3.14(a) and Schedule 3.14(b). The premises or property described in said leases are presently occupied or used by the Company as lessee under the terms of such leases. Except as set forth on Schedule 3.14(a) and Schedule 3.14(b), all rentals due under such leases have been paid and there exists no default by the Company or, to the best of the Seller's knowledge, by any other party to such leases under the terms of such leases and no event has occurred which, upon passage of time or the giving of notice, or both, would result in any event of default by the Company or, to the best of the Seller's knowledge, by any other party to such leases, or prevent the Company from exercising and obtaining the benefits of any rights or options contained therein. Except as set forth on Schedule 3.14(a) or Schedule 3.14(b), the Company has all right, title and interest of the lessee under the terms of said leases, free of all Liens and all such leases are valid and in full force and effect. Schedule 3.14(b) identifies those items of personal property (and related leases) that will be transferred by the Company in connection with the Restructuring.
REAL AND PERSONAL PROPERTY - LEASED. The Company is not the lessor of any real or personal property. Set forth on Schedule 3.14(a) hereto is a description of each lease under which the Company is the lessee of any real property, and set forth on Schedule 3.14(b) hereto is a description of each lease under which the Company is the lessee of any personal property and the location of such property. The Company has made available to Buyer a true, correct and complete copy of each lease identified on Schedule 3.14(a). The premises or property described in such leases are presently occupied or used by the Company as lessee under the terms of such leases. Except as set forth on Schedule 3.14(a) and Schedule 3.14(b), all rentals due under such leases have been paid and there exists no default by the Company or, to Company's Knowledge, by any other party to such leases under the terms of such leases and no event has occurred which, upon passage of time or the giving of notice, or both, would result in any event of default by the Company or, to Company's Knowledge by any other party to such leases, or prevent the Company from exercising and obtaining the benefits of any rights or options contained therein. Except as set forth on Schedule 3.14(a) or Schedule 3.14(b), the Company has all right, title and interest of the lessee under the terms of said leases, free of all Liens and all such leases are valid and in full force and effect.
REAL AND PERSONAL PROPERTY - LEASED. Set forth on SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(a) (in the case of personal property), are true and accurate descriptions of all real and personal property leased by Xxxxxxx and/ or Seller and used or useful in the ownership or operation of the Assets and the Business setting forth (i) the name of the lessor and (ii) a description of the property leased. Except as set forth on SCHEDULE 2.01(d) (in the case of leased real property) and SCHEDULE 2.01(a) (in the case of leased personal property), with respect to such leases, the property described in such leases is presently used by Xxxxxxx and/or Seller as indicated in SCHEDULES 2.01(a) AND (d) as lessee under the terms of such leases, and such leases are in full force and effect, and will be free and clear of all liens and encumbrances at the Closing.
