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

Title to and Condition of Assets. (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. (a) Each Seller The Company or one of its Subsidiaries has good and marketable valid title to or a valid leasehold interestinterest in all of its material tangible assets, as applicable, to including all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and material tangible assets reflected in on the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof acquired in the ordinary course of the Seller Business business consistent with past practicespractice since the date of the Balance Sheet, free except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practice. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for Taxes not yet due and clear payable and for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of all Liens except business of the Company or such Subsidiaries consistent with past practice, (iii) Encumbrances arising in the ordinary course of business by operation of law with respect to any liability that is not yet due and payable or that is being contested in good faith by appropriate proceedings and for Permitted Liens which adequate reserves have been established in accordance with GAAP, (iv) in the case of real property, any such matters properly filed of public record against the applicable real property that do not, individually or in the aggregate, materially impair the continued ownership, use and except for operation of the Liens listed on SCHEDULE 7.03(aproperty to which they relate, (v) which will be discharged at Closing. Each Seller has full powerzoning, right planning and authority other similar limitations and restrictions imposed by Governmental Entities to sell regulate any real property that are not violated by the use and convey to Purchaser good operation of such real property, (vi) the rights of licensors and marketable title licensees under software licenses executed in the ordinary course of business, (vii) liens contained in the organizational documents of the Company or any of its Subsidiaries, (vii) liens affecting a landlord’s interest in property leased to the Purchased Assets owned by Company or any of its Subsidiaries so long as such Seller, free liens do not breach and clear would not reasonably be expected to breach a customary covenant of all Liens quiet enjoyment (due to the existence of a non-disturbance agreement or other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) arrangement in which the tenant’s interest is recognized and except for the Excluded Assets identified in Section 2.02(a)-(jprotected) or (viii) Encumbrances arising or incurred in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material ordinary course of business consistent with past practice none of which are reasonably likely to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest adversely interfere in any asset used primarily in substantial way with the Seller Business. (b) All buildingsownership, structures, facilities, fixtures, equipment and other items occupancy or use of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property encumbered thereby or rights (ix) Encumbrances disclosed on Section 3.18 of any Personthe Company Disclosure Letter (collectively, “Permitted Encumbrances”).

Title to and Condition of Assets. (a) Each Except as set forth on Schedule 3.7, and save and except for the Leased Real Property, Seller is the owner of the Transferred Assets and has good and marketable title thereto, free and clear of any Liens (as defined in Section 10.6 hereof), other than Permitted Liens. Subject to receipt of any required consent and regulatory approval, Seller can transfer all its right, title and interest in and to all Leased Real Property and leased personalty. The Transferred Assets constitute all of the assets necessary for the conduct of the Branch Offices’ business as currently conducted by Seller. (b) To Seller’s Knowledge, (i) Seller’s use, occupancy and operation of the Owned Real Property and the Leased Real Property have been and are in compliance in all material respects with applicable law (including regarding land use and building codes and rules), and Seller has not undertaken any construction or a valid leasehold interestimprovements on the Owned Real Property or the Leased Real Property which could result in the imposition of any mechanics, materialmen or other similar liens, (ii) Seller has not received any written notice (which remains outstanding) from any Governmental Authority of any condemnation or eminent domain proceedings pending against the Owned Real Property or the Leased Real Property or any part thereof; (iii) all Permits held by Seller that are material to the current use, occupancy and operation of the Owned Real Property and the Leased Real Property by Seller are in full force and effect and Seller has not received written notice of any pending or threatened revocation, suspension or termination Proceedings concerning such Permits, (iv) no breach, default or event of default on the part of Seller, or any other Person exists with respect to the Leases; (v) except for Permitted Liens, there are no leases, subleases, licenses, easements, rights of way, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property or the Leased Real Property; (vi) there are no outstanding options or rights of first refusal to purchase the Owned Real Property or the Leased Real Property, or any portion thereof or interest therein and no outstanding contracts or agreements obligating Seller or the owner thereof, as applicable, to all sell any of the properties Owned Real Property; (vii) each Lease for the Kingwood ▇▇. ▇▇▇▇▇▇ and assetsEagle Springs Branch is legal, realvalid, personal binding and mixedenforceable as to Seller, which would be included and as to the landlord party thereto, and each Lease is in full force and effect as to Seller and as to the Purchased Assets owned by such landlord party thereto; and (viii) no Affiliate of Seller if is the Closing took place on owner or lessor of any Owned Real Property or the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired Leased Real Property. Seller has delivered or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear made available to Purchaser copies of all Liens except for Permitted Liens and except Leases for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right Leased Real Property and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except deeds for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller BusinessOwned Real Property. (c) THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WITH RESPECT TO THE REAL PROPERTY (AS DEFINED IN SECTION 10.6) HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER. THE AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE REAL PROPERTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY OF SELLER’S AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO PURCHASER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, CONDITION OR MARKETABILITY OF THE REAL PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) All buildingsANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, structures(c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, facilities(d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, fixturesAND (e) THE COMPLIANCE OR LACK THEREOF OF THE REAL PROPERTY WITH GOVERNMENTAL REGULATIONS, equipment and other items of tangible property and assets (excluding InventoryINCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS, NOW EXISTING OR HEREAFTER ENACTED OR PROMULGATED, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE REAL PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION, “AS IS, WHERE IS, WITH ALL FAULTS.” PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE AND SOPHISTICATED PURCHASER OF REAL ESTATE, AND THAT, IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE REAL PROPERTY. PURCHASER HAS BEEN GIVEN A SUFFICIENT OPPORTUNITY HEREIN TO CONDUCT AND HAS CONDUCTED OR WILL CONDUCT SUCH INSPECTIONS, INVESTIGATIONS AND OTHER INDEPENDENT EXAMINATIONS OF THE REAL PROPERTY AND RELATED MATTERS AS PURCHASER DEEMS NECESSARY, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND WILL RELY UPON THE SAME AND NOT UPON ANY STATEMENTS OF SELLER NOR OF ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT OR ATTORNEY OF SELLER. PURCHASER ACKNOWLEDGES THAT ALL INFORMATION OBTAINED BY PURCHASER WAS OBTAINED FROM A VARIETY OF SOURCES, AND SELLER WILL NOT BE DEEMED TO HAVE REPRESENTED OR WARRANTED THE COMPLETENESS, TRUTH OR ACCURACY OF ANY OF THE DOCUMENTS OR OTHER SUCH INFORMATION HERETOFORE OR HEREAFTER FURNISHED TO PURCHASER. UPON CLOSING, PURCHASER WILL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. PURCHASER ACKNOWLEDGES AND AGREES THAT, UPON CLOSING, SELLER WILL SELL AND CONVEY TO PURCHASER, AND PURCHASER WILL ACCEPT THE REAL PROPERTY, “AS IS, WHERE IS WITH ALL FAULTS.” PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE REAL PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY FURNISHED BY ANY AGENT, EMPLOYEE OR OTHER PERSON. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE “AS IS, WHERE IS” NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE REAL PROPERTY. PURCHASER, WITH PURCHASER’S COUNSEL, HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THE AGREEMENT AND UNDERSTANDS THEIR SIGNIFICANCE AND AGREES THAT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH HEREIN ARE AN INTEGRAL PART OF THE AGREEMENT, AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE REAL PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT THE DISCLAIMERS AND OTHER AGREEMENTS SET FORTH IN THE AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 3.7(b) which would be included in the Purchased Assets if the Closing took place on the date hereofWILL EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT OR THE CLOSING, including all network equipmentAS THE CASE MAY BE, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any PersonAND WILL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.

Title to and Condition of Assets. (a) Each Seller Transferor has good and marketable transferable title to or a valid leasehold interestinterest in or valid rights under Contract to use, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesAcquired Assets, free and clear of all Liens except for Permitted Liens. Notwithstanding anything to the contrary herein, no assets of Transferor are pledged to secure any obligations on the Synovus Line (as described in Schedule 5.3 to the Loan Agreement or the Fifth Third Bank Line (as described in Schedule 5.3 of the Loan Agreement), and the unpaid principal balance of the loans pledged by other parties to secure the Other Synovus Obligations (as described in Schedule 5.2 of the Loan Agreement) is, and will be at all times, at least equal the amount of such Other Synovus Obligations. The sale, transfer and assignment by Transferor to Acquiror of the Acquired Assets and the instruments required to be executed by Transferor and delivered to Acquiror pursuant to the Agency Contracts, Servicing Agreements, Mortgage Loan Documents, and all handbooks, manuals, guidelines and requirements applicable to ▇▇▇▇▇▇ Mae DUS lenders or sellers/servicers, GNMA lenders or sellers/services, FHA lenders or sellers/servicers, HUD lenders or sellers/servicers or ▇▇▇▇▇▇▇ Mac lenders or sellers/servicers, are, or will be on the Closing Date, valid and enforceable in accordance with their terms and will effectively vest in Acquiror good and transferable title to the Acquired Assets, free and clear of all Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at ClosingPermitted Liens. Each Seller Transferor has full power, right and authority to sell sell, assign and convey to Purchaser Acquiror good and marketable transferable title to or a valid leasehold interest in the Purchased Assets owned by such SellerAcquired Assets, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) Schedule 6.03, the Acquired Assets include all rights, assets and property used in, related to or necessary for the conduct of the Business as it has been operated since the Audited Financial Statement Date. Except as set forth on Schedule 6.03 and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f)Assets, the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any no Affiliate of either Seller Transferor owns or has an interest in any asset used primarily in the Seller Business. (b) . All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Acquired Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. (a) Each Seller has good and marketable title or a valid leasehold interestSection 6.09(a) of the Sellers Disclosure Schedule sets forth, as applicable, to all of the properties date of this Agreement, an accurate description in all material respects of all real property owned in fee by the Sellers and assets, real, personal and mixed, which would be included in the Purchased Assets owned by (“Owned Real Property”). With respect to the Owned Real Property, except as set forth in Section 6.09(a) of the Sellers Disclosure Schedule: (i) except for Permitted Liens, Sellers have not leased or otherwise granted to any Person any Lien on such Seller if Owned Real Property or any other right to use or occupy such Owned Real Property or any portion thereof; (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iii) the Closing took place improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Business operated thereon to be operated in the Ordinary Course of Business as currently operated; (iv) the material improvements located on the Owned Real Property, taken as a whole, are in sufficiently good condition (except for ordinary wear and tear) to allow the Business to be operated in the Ordinary Course of Business as currently operated; (v) as of the date hereofof this Agreement, the Sellers have received no written notice of any pending condemnation proceeding and, to the Knowledge of the Sellers, no condemnation proceeding is threatened, which, in each case, would preclude or materially impair the use of any Owned Real Property for the uses for which it is intended; (vi) to the Knowledge of the Sellers, the Sellers have received no written notice that the current use of the Owned Real Property by the Business violates in any material respect any restrictive covenants of record affecting any of the Owned Real Property; (vii) to the Knowledge of the Sellers, neither the operations of Sellers on any of the Owned Real Property nor any improvements on the Owned Real Property violate any applicable building code, zoning requirement or other statute or ordinance; (viii) to the Knowledge of the Sellers, none of Sellers has received any notice of any pending or contemplated special or added assessments against the Owned Real Property; (ix) to the Knowledge of Sellers, there are no material structural defects in any structure on the Owned Real Property; (x) to the Knowledge of Sellers, Sellers have obtained all material permits and any other material licenses or authorizations required in connection with the construction, repair, maintenance, ownership, use, and occupation of the Owned Real Property and operation of the Business thereon, and each such permit and each other license or authorization is in good standing, valid and effective in accordance with its respective terms, and Sellers are not in default thereunder; (xi) to the Knowledge of the Sellers, Sellers have materially satisfied all conditions to any and all applicable site plan, subdivision or construction approvals obtained from any Governmental or Regulatory Authority related to the Owned Real Property and (xii) Sellers have not posted any bonds or deposits with any Governmental or Regulatory Authority related to the Owned Real Property, which remain outstanding with such Governmental or Regulatory Authority. (b) Section 6.09(b) of the Sellers Disclosure Schedule accurately sets forth, as of the date of this Agreement, a true and complete description, by street address or other location information, of the Leased Real Property, together with the name of, date of and parties to the Real Property Lease related thereto. Sellers have delivered to the Buyer correct and complete copies of the lease and subleases (as amended to date) listed on Section 6.09(b) of the Sellers Disclosure Schedule. With respect to the Leased Real Property, except as otherwise set forth on Section 6.09(b) of the Sellers Disclosure Schedule: (i) subject to such Real Property Lease being terminated in the Ordinary Course of Business and in accordance with the terms thereof, the Sellers have a valid and enforceable leasehold interest under the Real Property Lease, and the Real Property Lease is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and as enforceability may be limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; (ii) subject only to consent requirements contained in the Real Property Leases themselves, the consummation of the transactions contemplated by this Agreement will not cause the Real Property Lease to fail to continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated by this Agreement; (iii), to the Knowledge of the Sellers, neither Sellers nor any other party to the Real Property Lease is in default under the Real Property Lease, and, to the Knowledge of the Sellers, no event (including the consummation of the transactions contemplated by this Agreement) has occurred which, with notice and/or the lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder or would permit any party thereunder to seek payment of a fee in connection with the consummation of the transactions contemplated by this Agreement; (iv) Sellers have received no written notice of any pending condemnation proceeding and, to the Knowledge of Sellers, no condemnation proceeding is threatened, which, in each case, would preclude or materially impair the use of the Leased Real Property for the uses permitted by the Real Property Lease; (v) Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) the Real Property Lease has not been modified, supplemented, or amended; (vii) to the Knowledge of the Sellers, the consummation of the transactions contemplated by this Agreement will not require any consent or approval of any lien holder with respect to the fee ownership interest related to the Leased Real Property or any landlord or sub-landlord under the Real Property Lease; and (viii) to the Knowledge of the Sellers, the Business is a permitted use of the Leased Real Property under all applicable Laws. (c) Except as set forth in Section 6.09(c) of the Sellers Disclosure Schedule, Sellers have good and valid title to, or have the right to use, all the tangible properties and assets reflected of the Business (excluding Real Property) that are material to the conduct of the Business, with only such exceptions as constitute Permitted Liens. The equipment, machinery and other tangible personal property included in the Balance Sheet Transferred Assets that are material to the conduct of the businesses of the Business are in good operating condition and repair for assets of like type and age, ordinary wear and tear excepted. Except as otherwise expressly contemplated in the Transitional Services Agreement and the Technology and Intellectual Property License Agreement, the Purchased Assets comprise all of the Assets that are adequate to conduct the Business with respect to the manufacture, quality control and other aspects of the Business related to the Products set forth on Section 1.01(aaaaa) under the headings “Approved Products” and “Pending Products” as the Business was conducted by the Sellers prior to December 19, 2008 (as defined the “Historical Operations”); provided, however, that Sellers make no such representation or warranty hereunder in Section 7.14respect of (i) and not soldany planned operation of the Business by Buyer following the Closing Date in a manner inconsistent with the Historical Operations, retired or otherwise disposed of since (ii) any finding or determination following the date thereof in hereof regarding the ordinary course adequacy or condition of the Seller Business consistent Transferred Assets by the FDA or any other Governmental or Regulatory Authority, or any third party auditor, CGMP expert or consultant acting pursuant to the Consent Decree or on behalf of any Governmental or Regulatory Authority. At the Closing, upon delivery of and payment for the Purchased Assets in accordance with past practicesthe terms of this Agreement, Buyer will acquire good and valid title to all of the Purchased Assets, in each case free and clear of all Liens except for Liens, other than Permitted Liens and except for the any Liens listed on SCHEDULE 7.03(a) which will be discharged at Closingcreated by any actions of Buyer or its Affiliates. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the No Purchased Assets owned used by such Seller, free and clear of all Liens Sellers in connection with the Business (other than Permitted Liens. the Leased Real Property) is held under any lease or encumbrance or is located other than in the possession of the Sellers. (d) Except as set forth on SCHEDULE 7.03(aSection 6.08(c) of the Sellers Disclosure Schedule, with respect to the Intellectual Property that is being transferred to Buyer hereunder or licensed to Buyer under the Technology and except for Intellectual Property License Agreement, Sellers represent and warrant that Sellers own or have the Excluded Assets identified right to use, transfer, license and/or assign such Intellectual Property as necessary under the terms of this Agreement; the transfer of such Intellectual Property will not alter or impair any such rights or require any consent or approval of third parties; the Intellectual Property used in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material Business to operate produce the Seller Business as it is currently operated. Except for the Excluded Assets and except as Products set forth on SCHEDULE 7.03(a)Section 1.01(aaaaa) under the heading “Approved Products” is subsisting, neither AT&T Wirelessin full force and effect, Inc. ("AT&T") nor any Affiliate has not been canceled, expired, or abandoned, and is valid and enforceable; and that Sellers’ use of either Seller owns or has an interest in any asset used primarily the Intellectual Property in the Seller BusinessBusiness to produce the Products set forth on Section 1.01(aaaaa) under the heading “Approved Products” does not infringe upon, misappropriate or otherwise violate any Intellectual Property rights owned or controlled by any third party. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. (a) Each Seller Except as set forth on Schedule 5.8, the Company or a Subsidiary of the Company, as the case may be, has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place tangible assets on the date hereofbalance sheet of the Company as at November 30, 1997 in each case subject to no security interests, mortgages, liens or encumbrances or other rights of third parties whatsoever, except for liens for taxes not yet due and payable, and, with respect to real estate, minor encumbrances or exceptions to title that do not materially impair the present uses of such assets. The tangible assets are sufficient to permit the continued operation of the Company's and its Subsidiaries' businesses in substantially the same manner as conducted on July 31, 1997. Schedule 5.8 sets out a complete and accurate list of all locations where the tangible assets of the Company and its Subsidiaries are situated, including all properties and a brief description of the tangible assets reflected at each location. Except as set forth in Schedule 5.5, there is no agreement, option or other right or privilege outstanding in favor of any person or entity for the Balance Sheet (as defined in Section 7.14) and purchase from the Company or any of its Subsidiaries of its business or any of its assets not sold, retired or otherwise disposed of since the date thereof in the ordinary course of business. Substantially all of the Seller Business tangible assets of the Company and its Subsidiaries (including, without limitation, substantially all computer equipment owned by the Company or its Subsidiaries) are in good operating condition and repair, ordinary wear and tear excepted. (b) Except as set forth on Schedule 5.8, all receivables shown on the balance sheet of the Company as at November 30, 1997, and all receivables accrued by the Company since the date of such balance sheet, have arisen in the ordinary course of business and have been collected or, to the knowledge of the Company, are collectible in the aggregate amount shown, less any allowances for doubtful accounts and sales returns reflected therein, and, in the case of receivables arising since the date of such balance sheet, any additional allowances in respect thereof calculated in a manner consistent with past practicesthe allowances reflected in such balance sheet. Schedule 5.8 sets forth the aging of accounts receivable of the Company and of each Subsidiary of the Company as of November 30, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens1997. Except as set forth on SCHEDULE 7.03(a) Schedule 5.8, each account receivable of the Company and except for of each Subsidiary of the Excluded Assets identified in Section 2.02(a)-(j) Company represents the undisputed, bona fide sale and delivery of goods or in SCHEDULE 2.02(d) services to, or SCHEDULE 2.02(f)as directed by, the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as account debtors set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any such Schedule. None of such accounts receivable is represented by a note or chattel paper other than such leases properly characterized as conditional sales as described in Schedule 5.8 or is due from a Subsidiary of the Company or an Affiliate of either Seller owns the Company or has an interest in any asset used primarily in party which does not deal at arm's-length with the Seller BusinessCompany. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. (a) Each Seller has good The Assets to be sold and marketable title or a valid leasehold interest, as applicable, transferred to Purchaser hereunder constitute all of the properties and assets, realproperties, personal rights and mixedinterests of every kind and description that are primarily used, which would be included held for use or intended for use in connection with, the Purchased Assets owned Business by such Seller if or Seller Principals or are otherwise necessary for the Closing took place on the date hereof, including all properties normal operation and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course conduct of the Seller Business consistent and will permit Purchaser to operate the Business in compliance with past practices, free and clear all legal requirements substantially as conducted by Seller. None of all Liens except for Permitted Liens and except the Excluded Assets is necessary for the Liens listed on SCHEDULE 7.03(a) which Business, and the lack of any Excluded Assets will be discharged at not materially adversely affect or impair the ability of Purchaser to conduct the Business after the Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) Schedule 3.16A, all tangible Assets are physically located in North Carolina. Seller has and will transfer to Purchaser at Closing good, valid, indefeasible and, as applicable, exclusive title in fee simple to, and rightful and peaceful possession of, all of the Assets, and all of the rights and interests therein, free and clear of any and all Liens. Other than Seller, no Person has any right, title or interest in or to, or any Lien on, any assets or properties owned, leased or otherwise used by Seller, which are to be transferred by Seller to Purchaser hereunder, except for the Excluded Assets identified in Section 2.02(a)-(jLiens (the “Asset Liens”) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(fheld by Persons listed on Schedule 3.16B (collectively, the “Lien Holders”), which Asset Liens secure loans to and other financial obligations of Seller or either Seller Principal to the Purchased Assets include Lien Holders. Schedule 3.16C sets forth all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for Liens on the Excluded Assets. Seller and Seller Principals have furnished to Purchaser true and accurate copies of the relevant documentation pertaining to the Asset Liens, the Assumed Projects, the Assumed Contracts and the Assumed Liabilities. Prior to the Closing, Seller shall obtain from each Lien Holder a payoff letter stating the amount owed by Seller to such Lien Holder and the amount required to pay such Lien Holder in full on the Closing Date, along with a commitment from such Lien Holders to confirm that such payment satisfies, discharges, pays off and releases in full (and to sign, acknowledge and deliver any documentation reasonably required to effect such release) any and all Seller Debt owed to, and any and all Liens held by, such Debt Holders in to, on or against any Assets and except as set forth on SCHEDULE 7.03(aor Business (the “Payoff Letters”), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) . All buildings, structures, facilities, fixtures, equipment and other items of tangible personal property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are generally in good working and serviceable operating condition and repair, subject to normal repair (ordinary wear and tear excepted), have been operated, serviced and maintained properly within the requirements and recommendations of maintenance and are located such only in a manner that they are would not materially encroaching on void or limit the property or rights coverage of any warranty thereon, have been properly maintained and are adequate and suitable for their actual uses and intended purposes. Seller has conducted the Business only through Seller and not through any other Person, at any time.

Title to and Condition of Assets. (a) Each Seller DBBC is the owner of and has good and marketable title to, or a valid leasehold interestand enforceable leasehold, as applicablelicense or similar interest in, to all of the Purchased Assets (provided that title to the Owned Real Property is addressed solely in Section 5.11), and the Merged Companies and Phoenix of Hendersonville have good and marketable title to, or valid enforceable leasehold, license or similar interests in, all of the assets necessary to operate their respective businesses, including without limitation those assets and properties and assets, real, personal and mixed, which would be included reflected in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all Financial Statements (other than those properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof of the Seller Financial Statements in the ordinary course of business for fair value) in the amounts and categories reflected therein, and all properties and assets acquired after the date of the Seller Business consistent with past practicesFinancial Statements, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full powerEncumbrances, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted LiensEncumbrances, or other third Person interests of any nature whatsoever, except for: (a) the lien of current taxes not yet due and payable, (b) the security interests and deeds of trust listed in Schedule 5.10(A), and (c) other title exceptions disclosed in Schedule 5.10(A). Except as set forth on SCHEDULE 7.03(a) disclosed in Schedule 5.10(A), all of the tangible properties and assets owned by DBBC, except for the Excluded Assets identified Assets, are included in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Assets. (b) Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(aSchedule 5.10(B), neither AT&T Wirelessthe Purchased Assets and the assets of the Merged Companies and Phoenix of Hendersonville constitute all of the assets necessary to operate the Business at and after Closing in a manner substantially similar to the operations of the Business prior to Closing. All the rights, Inc. properties and assets which are used in connection with the carrying on and conduct of the Business, are either ("AT&T"i) nor any Affiliate owned by Seller, the Merged Companies or Phoenix of either Seller owns Hendersonville, (ii) granted, leased or has an interest in any asset used primarily licensed to Seller, the Merged Companies or Phoenix of Hendersonville under one of the contracts, agreements, arrangements, commitments or plans listed in the Seller BusinessSchedules hereto to the extent required to be disclosed therein or (iii) disclosed on Schedule 5.10(B) pursuant to this Section 5.10. (bc) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the The Purchased Assets if and the Closing took place on other assets owned by Seller, the date hereof, including all network equipment, Merged Companies or Phoenix of Hendersonville that are currently used in connection with the Business are in good working operating condition and repair, subject to normal ordinary wear and maintenance tear only excepted, are useable in the ordinary course of business and are located such that they are not materially encroaching on the property or rights of any Personconform in all material respects to all applicable statutes, ordinances, and regulations relating to their construction, use and operation.

Title to and Condition of Assets. The Company does not hold and has never held fee simple title to any real property. Schedule 4.7(a) sets forth a correct and complete listing of all real property leased, subleased or licensed by the Company as lessee (a“Leased Real Property”) Each Seller and all written leases, subleases or licenses for the Leased Real Property (or description of any verbal leases, subleases or licenses for the Leased Real Property) (each, a “Real Estate Lease”). The Company has good made available to Buyer a true and marketable title or complete copy of each Real Estate Lease. The Company has a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included interest in the Purchased Assets owned by such Seller if the Closing took place on the date hereofLeased Real Property, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, each case free and clear of all Liens Liens, except for Permitted Liens Liens. Except as otherwise set forth on Schedule 4.7(a), with respect to each Real Estate Lease: (a) the Company has been in peaceful possession of the Leased Real Property covered by such Real Estate Lease, (b) the Company has not subleased, licensed or granted to any Person the right to use or occupy all or any portion of the Leased Real Property covered by such Real Estate Lease (or any portion thereof) or assigned its interest in such Real Estate Lease other than to a lender as security for Debt which will be paid in full at Closing, (c) there are no material defaults on the part of the Company or, to the Company’s Knowledge, on the part of the lessor under such Real Estate Lease, and, to the Company’s Knowledge, no event has occurred which would give rise to a material default under such Real Estate Lease after notice or expiration of a cure period, (d) such Real Estate Lease is in full force and except effect and is a complete statement of the agreement of the parties with respect to the leasing of the Leased Real Property described therein by the lessor to the lessee, and (e) there is no outstanding dispute between the lessor and the lessee under such Real Estate Lease. No written notice of any planned condemnation, requisition or taking of any Leased Real Property (or any portion thereof) has been served upon the Company and, to the Company’s Knowledge, no such condemnation, requisition or taking is threatened or contemplated. Each Leased Real Property has adequate rights of way access to public ways and all water, sewer, gas, electric, telephone facilities, and community services are available to and located at the Leased Real Property in a capacity so as to adequately serve the improvements currently located thereon in a manner consistent with the normal operation of the Company’s business, as conducted prior to the Closing. Each Leased Real Property is in good operating condition and repair, free of any material defect (including latent or patent structural, mechanical or other significant defect, soil condition or deficiency in the improvements), and is adequate for the uses for its intended purposes in a manner consistent with the normal operation of the Company’s business, as conducted prior to Closing. Except for the Liens listed as set forth on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full powerSchedule 4.7(b), right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, Company owns or leases all of its assets free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for All of the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, Company’s tangible assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has with an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, individual value greater than $5,000 are in good working normal operating condition and repair, repair (subject to normal wear and maintenance tear). The assets of the Company constitute all {N0221423 } 29 of the assets and properties used or held for use in the business of the Company and are located such that they are not materially encroaching on sufficient in all material respects for Buyer and its Affiliates to conduct the property or rights business of any Personthe Company immediately following the Closing in the manner conducted by the Company immediately prior to the Closing.

Title to and Condition of Assets. (ai) Each Seller has The Sellers have good and marketable title or a valid leasehold interest, as applicable, to all of the properties Acquired Assets other than the Leased Assets, and assetsa valid leasehold interest (including bareboat charters) in all of the Leased Assets, realin each case free and clear of all Encumbrances, personal except for (A) Permitted Encumbrances and mixed(B) Encumbrances disclosed in Schedule 4(e)(i). Immediately after the Closing, which would be included the Buyer or its designee(s) (including its Subsidiaries) will have good and marketable title to all of the Acquired Assets and a valid leasehold interest in all of the Purchased Assets owned by such Seller if Leased Assets, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Part I of Exhibit A is a listing of the Closing took place on the date hereofmaterial Acquired Assets, including the Vessels, other than the Flowers Vessels. Part II of Exhibit A is a listing of all properties of the material Leased Assets, including the Flowers Vessels. (ii) The Acquired Assets constitute all material assets necessary to conduct the Business as currently conducted by the Sellers and their Affiliates. The Company owns no assets reflected other than Acquired Assets. The Company has no operations or Obligations other than those directly related to Acquired Assets, Retained Obligations, and Assumed Obligations. (iii) Except as set forth on Schedule 4(e)(iii), each of the Vessels and the other material Acquired Assets, whether owned or leased, is in good, serviceable condition and fit for the Balance Sheet (as defined in Section 7.14) particular purpose for which it is currently being used, subject only to normal maintenance requirements and not sold, retired or otherwise disposed of since the date thereof normal wear and tear reasonably expected in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Businessbusiness. (biv) All buildings, structures, facilities, fixtures, equipment Each Vessel required by the Shipping Laws to be inspected by the United States Coast Guard has a current and other items valid United States Coast Guard Certificate of tangible property Inspection and assets each such Vessel is in compliance with such certificate without any material repair requirements. (excluding Inventoryv) The Classification Certificates of each Vessel which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition has a Classification Certificate is current and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property valid without any material recommendations or rights of any Personrequirements.

Title to and Condition of Assets. (a) Each Except as set forth in Schedule 2.07(a), and except as may ---------------- be reflected in the Seller has Financial Statements and with the exception of all "Real Property" (which is the subject of Section 2.08 hereof), Seller and the Seller Subsidiaries have, and at the Closing Date will have, good and marketable title or a valid leasehold interest, as applicable, to all of the their owned properties and assets, realincluding, personal and mixedwithout limitation, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets those reflected in the Balance Sheet Seller Financial Statements (except those disposed of in the ordinary course of business since the date thereof), free and clear of any Lien, except for Liens for (i) taxes, assessments or other governmental charges not yet delinquent, (ii) as defined set forth or described in Section 7.14the Seller Financial Statements or any subsequent Seller Financial Statements delivered to Buyers prior to the Effective Time, and (iii) pledges to secure deposits and not other Liens incurred in the ordinary course of business. (b) Except as set forth in Schedule 2.07(b), no material ---------------- properties or assets that are reflected as owned by Seller or any of the Seller Subsidiaries in the Seller Financial Statements as of December 31, 1997, have been sold, retired leased, transferred, assigned or otherwise disposed of since the date thereof such date, except in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(abusiness. (c) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(fSchedule 2.07(c), the Purchased Assets include all material rightsfurniture, assets ---------------- fixtures, vehicles, machinery and property necessary equipment and computer software owned or material to operate used by Seller or the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereofSubsidiaries, including all network equipment, any such items leased as a lessee (taken as a whole as to each of the foregoing with no single item deemed to be of material importance) are in good working condition order and repairfree of known defects, subject only to normal wear and maintenance tear. The operation by Seller or the Seller Subsidiaries of such properties and are located such that they are not materially encroaching on the property or rights assets is in compliance in all material respects with all applicable laws, ordinances and rules and regulations of any Persongovernmental authority having jurisdiction over such use.

Title to and Condition of Assets. (a) Each Seller has good and marketable title to or a valid leasehold interestor license interest in, as applicable, to all of the properties and assets, real, personal and mixed, which would be assets included in the Purchased Assets owned owned, licensed or leased by such Seller if the Closing took place on the date hereofSeller. MIDC has good and marketable title to, including or a valid leasehold interest in, as applicable, all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the assets owned or leased by MIDC which are used or useful in MIDC’s operation of the Business. Seller Business consistent with past practiceswill convey good, free marketable and insurable title to the Purchased Assets it owns to Buyer at Closing free, and clear of all Liens except for Permitted Liens. There are no Liens and except for in effect on the Liens listed on SCHEDULE 7.03(a) date hereof which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to affect the Purchased Assets or any assets owned or leased by such Seller, free and clear of all Liens MIDC other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the The Purchased Assets include all material rights, assets and property necessary property, used, held for use or material to operate useful by Seller in the Seller operation of the Business as it is currently operated. Except for operated by Seller other than the Excluded Assets Assets. Other than MIDC, and except as set forth on SCHEDULE 7.03(a)other than any interests in the patents that such Person will be transferring to Seller under the provisions of Section 2.03, neither AT&T Wireless, Inc. ("AT&T") nor any no Affiliate of either Seller or Family Member owns or has an any interest in any asset used primarily or useful in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be are included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, and owned or leased by Seller are in good working condition and repair, subject to normal reasonable wear and maintenance maintenance. All of the buildings, 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 or improvements that are owned by Seller, comply with applicable Laws and the building, health and fire codes of each applicable Governmental Authority and any other Laws applicable to such parcel or the use or occupancy thereof, have no structural defects and are fully located such that within the boundaries (and applicable setback restrictions) of the parcel of real property upon which they are located, except where such non-compliance, structural defects or boundary violations would not materially encroaching on have a Seller Material Adverse Effect. (c) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets which are owned by MIDC for use in the Business are in good working condition and repair, subject to reasonable wear and maintenance. All of the buildings, fixtures and improvements owned or leased by MIDC, 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 rights located in such buildings or improvements that are owned by MIDC, comply with applicable Laws and the building, health and fire codes of each applicable Governmental Authority and any Personother Laws applicable to such parcel or the use or occupancy thereof, have no structural defects and are fully located within the boundaries (and applicable setback restrictions) of the parcel of real property upon which they are located, except where such non-compliance, structural defects or boundary violations would not have a Material Adverse Effect.

Title to and Condition of Assets. (ai) Each Seller has The Sellers have good and marketable indefeasible title or a valid leasehold interest, as applicable, to all of the properties Acquired Assets other than the Acquired Equity Interests and assetsthe Company Leased Assets, real, personal and mixed, which would be included a valid leasehold interest in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesCompany Leased Assets, in each case free and clear of all Encumbrances, except for (A) Permitted Encumbrances and (B) Encumbrances disclosed in Schedule 4(e)(i). Immediately after the Closing, Marine Transportation (including its Subsidiaries) will have good and indefeasible title to all of the Acquired Assets other than 100% of the Equity Interest in Grifco Two, DGMT Holdings, DG JV, Marine Holdings and Marine Transportation, the Company Leased Assets, and a valid leasehold interest in all of the Company Leased Assets, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. Immediately after the Closing, DG JV will own 75% of the Equity Interest in Marine Holdings; Marine Holdings will own 75% of the Equity Interest in Marine Transportation; Marine Transportation will own 100% of the Equity Interest in DGMT Holdings; DGMT Holdings will own 1% of the Equity Interest in Grifco Two; and Marine Transportation will own 99% of the Equity Interest in Grifco Two, in each case, free and clear of all Liens except Encumbrances other than those created by the Organizational Documents of each Acquired Company. Part I of Exhibit A is a listing of the material Acquired Assets. Part II of Exhibit A is a listing of all of the material Company Leased Assets. (ii) The Acquired Assets constitute all material assets of each Seller necessary for Permitted Liens it to conduct the Business as currently conducted by each Seller. The Sellers own no assets other than the Acquired Assets and except the Reorganization Assets. The Sellers have no operations or Obligations other than those directly related to the Company Assets, the Acquired Companies, the Reorganization Assets, the Retained Obligations, the Assumed Obligations and the Jeffboat Contract Obligations. (iii) Since inception and through the date hereof, Grifco Two has not owned (and does not own) any assets, has not conducted (and does not conduct) any operations, and has not incurred (and does not have) any Obligations other than those associated with the Jeffboat Contract or those which have been terminated and released and for which Grifco Two has no Obligations. (iv) Since inception and through the Liens listed on SCHEDULE 7.03(adate hereof, DG JV’s sole asset is its 75% membership interest in Marine Holdings. Since inception and through the date hereof, DG JV, has not owned (and does not own) which any assets, has not conducted (and does not conduct) any operations, and has not incurred (and does not have) any obligations other than assets, operations and obligations to be acquired pursuant to its Acquired Assets Contribution Agreements. (v) Since inception and through the date hereof, DGMT Holdings has not owned (and does not own) any assets, has not conducted (and does not conduct) any operations, and has not incurred (and does not have) any obligations other than assets, operations and obligations to be acquired pursuant to the Grifco Two Acquired Equity Interest Contribution Agreement. (vi) Since inception and through the date hereof, Marine Holdings’ sole asset was initially 52.5% and after Closing will be discharged at Closingits 75% membership interest in Marine Transportation. Each Seller Since inception and through the date hereof, Marine Holdings, has full powernot owned (and does not own) any assets, right has not conducted (and authority does not conduct) any operations, and has not incurred (and does not have) any obligations other than assets, operations and obligations to sell and convey to Purchaser good and marketable title be acquired pursuant to the Purchased Acquired Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Contribution Agreement. (vii) Except as set forth on SCHEDULE 7.03(a) Schedule 4(e)(vii), each of the Vessels and other material Acquired Assets, whether owned or leased, is in good operating condition and repair (normal wear and tear excepted), free from defects (other than Permitted Encumbrances), is suitable for the purposes for which it is currently used and is not in need of maintenance or repairs except for ordinary routine maintenance and repairs and except for regularly scheduled overhauls of the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment Vessels and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject equipment from time to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Persontime.

Title to and Condition of Assets. (a) Each The Assets to be sold by Seller to Purchaser hereunder constitute all of the assets, properties, rights and interests of every kind and description that are used, held for use or intended for use in connection with the ESCO Business by Seller or are otherwise necessary for the normal operation and conduct of the ESCO Business and will permit Purchaser to operate the ESCO Business in compliance with all legal requirements substantially as conducted by Seller. None of the Excluded Assets is necessary for the Assumed Contracts or the Assumed Projects or for Purchaser to otherwise commence the conduct of the ESCO Business, and the lack of any Excluded Assets will not materially adversely affect or impair the ability of Purchaser to conduct the ESCO Business or perform the Assumed Contracts after the Closing. All tangible Assets are physically located at the locations specified on Schedule 3.11A. Seller has good and marketable title or a valid leasehold interestwill transfer to Purchaser at Closing good, valid, indefeasible and, as applicable, to exclusive title in fee simple to, and rightful and peaceful possession of, all of the properties Assets, and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesrights and interests therein, free and clear of any and all Liens. Other than Seller, no Person has any right, title or interest in or to, or any Lien on, any Assets which are to be transferred by Seller to Purchaser hereunder, except for (i) the Personal Property Leases and the Liens (the “Asset Liens”) held by Persons listed on Schedule 3.11B (collectively, the “Lien Holders”), which Asset Liens secure loans to and other financial obligations of Seller to the Lien Holders and (ii) any and all applicable sureties in respect of the Assumed Contracts. Seller has furnished to Purchaser true and accurate copies of the relevant documentation pertaining to the Asset Liens, the Assumed Projects, the Assumed Contracts and the Assumed Liabilities. Prior to the Closing, Seller shall obtain from each Lien Holder a payoff letter stating the amount owed by Seller to such Lien Holder and the amount required to pay such Lien Holder in full on the Closing Date, along with a commitment from such Lien Holders to confirm that such payment satisfies, discharges, pays off and releases in full (and to sign, acknowledge and deliver any documentation reasonably required to effect such release) any and all Seller Debt owed to, and any and all Liens except for Permitted Liens and except for held by, such Debt Holders in to, on or against any Assets or ESCO Business (the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing“Payoff Letters”). Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible personal property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are generally in good working and serviceable operating condition and repair, subject to normal repair (ordinary wear and tear excepted), have been operated, serviced and maintained properly within the requirements and recommendations of maintenance and are located such only in a manner that they are would not materially encroaching on void or limit the property or rights coverage of any warranty thereon, have been properly maintained and are adequate and suitable for their actual uses and intended purposes. Seller has conducted the ESCO Business to be sold to Purchaser only through Seller and not through any other Person, at any time.

Title to and Condition of Assets. (a) Each Except as set forth on Schedule 2.03 and the procedures set forth in Section 5.09, Seller is the owner of the Assets (other than the Leased Real Property) and has good and marketable (indefeasible and in fee simple with respect to the Owned Real Property) title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesthereto, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full powerany Liens, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens, and can transfer all its right, title and interest in and to all Leased Real Property and leased personalty. Except as set forth on SCHEDULE 7.03(a) and except Schedule 2.03, the Assets constitute all of the assets necessary for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), conduct of the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business Branches’ business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Businessconducted by Seller. (b) All buildingsWith respect to the Real Estate Interests, structures(i) Seller’s use, facilitiesoccupancy, fixturesoperation and, equipment as applicable, ownership of the Real Estate Interests have been and are in compliance in all material respects with applicable Law (including regarding land use and building codes and rules) and Seller has not undertaken any construction or improvements on the Real Estate Interests which could result in the imposition of any mechanics, materialmen or other similar liens and no Real Estate Interests are subject to any Liens other than Permitted Liens, (ii) there are no condemnation or eminent domain or similar proceedings pending or threatened in writing, or to Seller’s Knowledge orally, against the Owned Real Property, and to Seller’s Knowledge, the Leased Real Property, or any part thereof, (iii) there is no pending or, to Seller’s Knowledge, contemplated rezoning proceeding or special assessment affecting the Real Estate Interests, (iv) to Seller’s Knowledge, the Real Estate Interests are not subject to any special tax valuation or special tax exemption or relief, which upon a change in use or ownership of such Real Estate Interests will result in a “rollback tax” or similar assessment or an increase in Taxes, (v) the Owned Real Property and, to Seller’s Knowledge, the Leased Real Property are not located in areas that have been identified as being in a flood zone, except as set forth in any survey delivered to Purchaser, (vi) access to each of the Real Estate Interests is available over public streets, (vii) to Seller’s Knowledge all water, sewer, gas, electric, telephone, cable, drainage and other items utility equipment, facilities and services required by applicable Laws and regulations or necessary for the current operation of tangible property the Owned Real Property, to Seller’s Knowledge, the Leased Real Property, are installed, connected and assets adequate to serve the Real Estate Interests for their current use, (excluding Inventoryviii) which would be included to Seller’s Knowledge all utility lines servicing the Owned Real Property, and to Seller’s Knowledge, the Leased Real Property, are located either within the boundaries of such Real Estate Interests, within lands dedicated to the public use or within recorded easements for such purpose, and are serviced and maintained by the appropriate public or quasi-public entity, (ix) Seller possesses all rights, privileges, licenses, franchises, permits and other authorizations (including certificates of occupancy and zoning) that are necessary for the current use, occupancy, operation and, to the extent applicable, ownership of the Real Estate Interests, (x) all permits that are material to the current use, occupancy, operation and, to the extent applicable, ownership of the Real Estate Interests are in the Purchased Assets if the Closing took place full force and effect and Seller has not received written notice of any pending or threatened revocation, suspension or termination proceedings concerning such permits, (xi) to Seller’s Knowledge all improvements located on the date hereofOwned Real Property or, including to Seller’s Knowledge, the Leased Real Property, the roofs thereon, and all network equipmentmechanical systems (including, without limitation, all HVAC, plumbing, electrical, elevator, security, utility, sprinkler and safety systems) therein, are in good working order, in sound structural condition and repair, subject (to normal wear and maintenance Seller’s Knowledge) and are located free from material defect or deficiency, (xii) Seller has not received any notice (which remains outstanding) from any Governmental Authority or other party alleging the existence of such that they are defect or deficiency as set forth in clause (xi), (xiii) there has been no casualty affecting all or any material portion of the Owned Real Property or, to Seller’s Knowledge, the Leased Real Property, which has not materially encroaching been restored or for which adequate insurance proceeds will not be transferred to Purchaser at Closing, with Seller being responsible for deductibles and all copayment obligations, (xiv) no breach, default or event of default on the property part of Seller, or to Seller’s Knowledge, any other Person exists with respect to the leases of the Leased Real Property; (xv) except for Permitted Liens, there are no leases, subleases, licenses, easements, rights of way, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, or to Seller’s Knowledge, the Leased Real Property; (xvi) except for Permitted Liens, there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or to Seller’s Knowledge, the Leased Real Property; or any Personportion thereof or interest therein and no outstanding contracts or agreements obligating the Seller, or to Seller’s Knowledge, the owner thereof, as applicable, to sell any of the Real Property Interests; (xvii) each lease for the Leased Real Property is legal, valid, binding and enforceable and in full force and effect as to the Seller, and to Seller’s Knowledge as to the landlord party thereto; and (xviii) no Affiliate of Seller is the owner or lessor of any Leased Real Property. Seller has delivered to Purchaser (1) a copy of the vesting deed for the Owned Real Property; (2) the most recent title insurance policy and surveys relating to the Owned Real Property and being held by or for Seller and (3) copies of all leases, occupancy agreements, licenses, subleases or assignments relating to any of the Real Estate Interests. (c) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SOLELY AS BETWEEN SELLER AND PURCHASER, AND WITHOUT AFFECTING PURCHASER’S RIGHTS AND REMEDIES AGAINST ANY OTHER PERSON, (i) PURCHASER IS PURCHASING THE REAL ESTATE INTERESTS “AS IS,” “WHERE IS,” WITH ALL FAULTS AND DEFECTS, LATENT OR OTHERWISE, AND BASED UPON ITS OWN INVESTIGATION OF THE PROPERTY AND (ii) SELLER IS MAKING NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE REAL ESTATE INTERESTS EXCEPT AS MADE HEREIN OR IN ANY DOCUMENT, INSTRUMENT OR AGREEMENT OF CONVEYANCE.

Title to and Condition of Assets. (a1) Each Seller is the sole legal and beneficial owner of, or has good the exclusive, unrestricted right and marketable title or a valid leasehold interestauthority to use and transfer to Buyer, as applicable, to all of the properties and assets, real, personal and mixed, which would be property included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesAssets, free and clear of all Liens mortgages, security interests, liens, leases, covenants, assessments, easements, options, rights of refusal, restrictions, reservations, defects in the title, encroachments, and other encumbrances, except for Permitted Liens the Assumed Liabilities. The Assets are all the assets set forth on the Interim Financial Statements or used in the operation of the Business. (2) The descriptions of the Real Estate contained in Exhibit A are accurate and include all real property leased by Seller and used in connection with the Business or set forth on the Interim Financial Statements. Seller owns no real property except for the Liens listed Excluded Assets; however, Shareholder is the sole owner of certain parcels of real property so designated on SCHEDULE 7.03(a) which will be discharged at Closing. Each Exhibit A. Seller has full poweris in lawful possession of all of the Real Estate that is leased rather than owned, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, in each case free and clear of all Liens mortgages, liens and other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for encumbrances or restrictions that are related to or impair the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b3) All buildingsThe Equipment and Furnishings are all of the "Equipment" reflected on the Interim Financial Statements, structures, facilities, fixtures, equipment other than those items sold and other items of tangible property and assets (excluding Inventory) which would be included replaced in the Purchased ordinary course of business. The Assets if together with the Closing took place Excluded Assets comprise all assets owned by Seller and all assets used in connection with the Business. All of the Equipment and Furnishings reflected on the date hereof, including all network equipment, are in good working condition and repairInterim Financial Statements, subject to normal wear and maintenance tear and are located such that subject to repair in the ordinary course of business, (a) operate in accordance with their respective specifications, (b) perform the functions they are supposed to perform, (c) are free of structural, installation, engineering, or mechanical defects or problems, and (d) are otherwise in good working order. Seller has received no written recommendation from any insurer to repair or replace any of the Assets with which Seller has not materially encroaching complied. (4) The Inventory is, and on Closing will be, of a quality and quantity presently used by Seller in the property ordinary course of business determined and valued consistent with Seller's past practice. The Inventory is, and at Closing will be, properly valued at the lower of cost or rights market value on a first-in/first-out basis in accordance with generally accepted accounting principles consistently applied. Seller has in place adequate controls to track all Inventory and, notwithstanding the $50,000 "Basket" described in paragraph 10.4(4), will, along with Shareholder, jointly and severally indemnify Buyer for any missing oxygen cylinders which, in the aggregate, would cost Ten Thousand Dollars ($10,000.00) or more to replace. Since the date of any Personthe Interim Financial Statements, Seller has not decreased or substituted its items of Inventory other than in the ordinary course of business. (5) All vehicles used in the Business (other than Excluded Assets), whether owned or leased, are listed in Exhibit 1.1

Title to and Condition of Assets. (a1) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all One of the properties Sellers is the sole legal and assetsbeneficial owner of, realor has the exclusive, unrestricted right and authority to use and transfer to Buyer, the personal and mixed, which would be property included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesAssets, free and clear of all Liens mortgages, security interests, liens, leases, covenants, assessments, easements, options, rights of refusal, restrictions, reservations, defects in the title, encroachments, and other encumbrances, except for Permitted Liens the Assumed Liabilities, and except for the Liens listed on SCHEDULE 7.03(a) liens which will be discharged at Closing. Each Seller has full power, right The Assets are all the assets set forth on the Interim Financial Statements or used in the operation of the Business. (2) The descriptions of the Real Estate contained in Exhibit 1.1 (1) are accurate and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets include all real property leased or owned by such SellerSellers or Shareholders and used in connection with the Business or set forth on the Interim Financial Statements. Neither of the Sellers owns any real property. Sellers are in lawful possession of all of the Real Estate that is leased rather than owned, in each case free and clear of all Liens mortgages, liens and other than Permitted Liensencumbrances or restrictions that are related to or impair the Assets or the Business. Except Additionally, Sellers have the right and authority to transfer and convey the leased Real Estate to Buyer as set forth on SCHEDULE 7.03(a) contemplated by the terms of this Agreement, and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f)such transfer and conveyance, the Purchased Assets include all material rightsonce effected as contemplated hereunder, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily will vest in the Seller BusinessBuyer the lawful right to possess and use the leased Real Estate, superior in right to all others. (3) The Equipment and Furnishings are all of the "Equipment" reflected on the Interim Financial Statements, other than those items sold and replaced in the ordinary course of business. The Assets, together with the Excluded Assets, comprise all assets owned by Sellers and all assets used in connection with the Business. All components of all of the Equipment and Furnishings (a) operate in accordance with their respective specifications, (b) All buildingsperform the functions they are supposed to perform, structures(c) are free of structural, facilitiesinstallation, fixturesengineering, equipment or mechanical defects or problems, and other items of tangible property and assets (excluding Inventoryd) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are otherwise in good working condition and repairorder, subject to normal wear and maintenance tear excepted. Neither of the Sellers has received no written recommendation from any insurer to repair or replace any of the Assets with which Sellers has not complied. (4) The Inventory is, and on Closing will be, of a quality and quantity presently used by Sellers in the ordinary course of business determined and valued consistent with Sellers' past practice. The Inventory is, and at Closing will be, properly valued at the lower of cost or market value on a first-in/first-out basis in accordance with generally accepted accounting principles consistently applied. Seller has in place adequate controls to track all Inventory and, along with Shareholders pursuant to the terms of Article X, will indemnify Buyer for any missing infusion pumps or other Inventory which, in the aggregate, would cost Ten Thousand Dollars ($10,000.00) or more to replace. Since the date of the Interim Financial Statements, neither of the Sellers has decreased or substituted its items of Inventory other than in the ordinary course of business. (5) All vehicles used in the Business, whether owned or leased, are located such that they are not materially encroaching on the property or rights of any Person.listed in Exhibit 1.1

Title to and Condition of Assets. (a) Each Seller has AWS, its Affiliates that are direct or indirect wholly-owned subsidiaries of AWS and (before giving effect to the transactions contemplated by Section 1.1(b)) Cellular Alaska Partnership have good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereofAlaska Assets, including all properties and assets reflected in on the Alaska Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Alaska Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(aSchedule 8.3(a) which will be discharged at Closing. Each Seller has AWS, its Affiliates that are direct or indirect wholly-owned subsidiaries of AWS and (before giving effect to the transactions contemplated by Section 1.1(b)) Cellular Alaska Partnership have full power, right and authority to sell and convey to Purchaser DCS good and marketable title to the Purchased Assets owned by such SellerAlaska Assets, free and clear of all Liens other than Permitted Liens. Immediately prior to the Closing, no person other than AWS and its wholly-owned subsidiaries will have any right, title or interest in or to any of the assets, properties and rights of AWS and its Affiliates (including Affiliates that are not wholly-owned subsidiaries of AWS) that relate primarily to the Alaska Business. (b) AWS has good and marketable title to the DCC Securities, free and clear of all Liens (other than Liens created by any agreement to which DCC is a party). (c) Except as set forth on SCHEDULE 7.03(a(i) and except for the Excluded Alaska Assets identified in Section 2.02(a)-(jand (ii) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f)for the services to be provided to DCS pursuant to the Transition Services Agreement, the Purchased Alaska Assets include all material rights, assets and property necessary or material to operate the Seller Alaska Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (bd) All buildings, structures, facilities, fixtures, equipment Machinery and Equipment and other items of tangible property and assets (excluding Inventoryinventory) which would be included in the Purchased Alaska Assets if the Closing took place on the date hereof, including all network equipment, are are, in the aggregate and taken as a whole, in good working condition and repair, subject to normal wear and maintenance maintenance, and are located such that they are not materially encroaching on the property or rights of any Personperson.

Title to and Condition of Assets. (a) Each The Seller has good and marketable valid title or a valid leasehold interest, as applicable, to all of the properties Subject Assets, tangible and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesintangible, free and clear of all Liens except for and claims whatsoever other than Permitted Liens and except for the Satisfied Liens listed on SCHEDULE 7.03(a) which that will be discharged at paid prior to Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased The Subject Assets owned by such Seller, free and clear consist of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and of the material assets employed in the operation of the Subject Business except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f)Assets, the Purchased Assets include all material rights, assets Leased Real Property and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items personal property leased by the Seller. All of tangible the Tangible Assets are sold in “as is” condition. The Subject Assets are sufficient for the operation of the Subject Business in the Ordinary Course of Business as presently being conducted and are suitable for the purpose for which they are being used, in each case, in all material respects. Schedule 5.1.4 attached hereto contains a true, correct and complete list of all equipment and other personal property leased by the Seller and assets included within the Seller’s assets, all of which such property is in the condition required of such property by the terms and conditions of the lease applicable thereto in all material respects. The Inventory reflected on the Financial Statements has been manufactured and/or purchased in the Ordinary Course of Business consistent in quality and quantity with past practices of the Seller, is not damaged, obsolete or out of specification and is of a quality and quantity usable and salable in the Ordinary Course of Business, net of any applicable reserves to be reflected on the Estimated Closing Date Balance Sheet. Buyer acknowledges that Seller may maintain a small quantity of damaged, obsolete or out of specification Inventory on Seller’s premises which is not reflected on the Financial Statements. All accounts receivable of the Seller arose from bona fide transactions in the Ordinary Course of Business and are good and collectible within one hundred twenty (excluding Inventory120) which would days after the Closing Date in the Ordinary Course of Business at the aggregate recorded amount thereof, net of any applicable reserves for doubtful accounts to be reflected on the Estimated Closing Date Balance Sheet. There is no contest, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an account receivable of the Seller’s business relating to the amount or validity of such account receivable. Any accounts receivable of Buyer Parent shall not be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition this representation and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Personwarranty.

Title to and Condition of Assets. (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet Sheets (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such SellerAssets, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any no Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

Title to and Condition of Assets. (a) Each Seller Schedule 2.7A sets forth: ------------- (i) a list of all real property interests owned or leased by any Subject Entity or any Subject Subsidiary (the "Real Property Interests") in each of the resorts (the "Resorts") specified in Schedule 2.7A, setting forth the identity of the Subject Entity or Subject Subsidiary owning or leasing such Real Property Interests; (ii) legal descriptions of all condominium units, other dwelling units and undivided interests related thereto (which for purposes hereof shall include both the airspace and the interest in common elements comprising such units) owned by any Subject Entity or any Subject Subsidiary (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes (the "Dedicated Units") as well as a list of all timeshare interests therein ("Timeshare Interests") and Dwelling Units which have not been dedicated to timeshare regimes (the "Undedicated Units"); and (iii) legal descriptions of all real property owned by any Subject Entity or any Subject Subsidiary other than Dwelling Units, including all commercial, retail, warehouse, office and other property ("Related Property"); (iv) a list of all leases, licenses or similar agreements under which any Subject Entity or any Subject Subsidiary is a tenant or otherwise uses or occupies any real property (the "Leases"), true, correct and complete copies of which have been delivered to the Vistana Entities; and (v) legal descriptions of all real property (the "Acquisition Property") to which any Subject Entity or Subject Subsidiary has rights to purchase (but has not yet purchased) under existing and pending agreements of purchase and sale, letters of intent and option contracts (the "Property Acquisition Agreements"), true, correct and complete copies of which have been delivered to the Vistana Entities. (b) Except as set forth on Schedule 2.7A, no Subject Entity and no Subject Subsidiary owns any real property or any interest therein and, other than the Property Acquisition Agreements, has not entered into any agreement to acquire additional real property. Except as may be set forth in the permitted exceptions listed in Schedule 2.7B ("Permitted Title Exceptions") or as may be otherwise set forth in Schedule 2.7B, the Subject Entities and the Subject Subsidiaries have good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practicesDwelling Units, free and clear of all Liens or other title defects or encumbrances except for Permitted Liens such title defects or encumbrances which are not substantial in character, amount or extent, and except which do not detract from the value or materially interfere with present or intended use of the Related Property and Dwelling Units affected thereby. The Related Property, the Dwelling Units, the personal property therein and any personal property owned by an owner's association or by any Subject Entity or Subject Subsidiary are sufficient for the Liens listed ownership and operation of each Subject Entity and Subject Subsidiary as presently being undertaken. (c) Except as set forth on SCHEDULE 7.03(aSchedule 2.7C, the operation and maintenance of (A) which will be discharged at Closing. Each Seller has full powerthe Resorts and (B) the Dwelling Units in their current manner, right do not: (i) contravene, or constitute a "permitted non-conforming use" or "permitted non-conforming structure" under, any zoning (including without limitation setback, height, density and authority to sell parking requirements), health, safety, environmental, building or other law, code, ordinance or administrative regulation of any Federal, state or local governmental entity, agency or subdivision thereof (collectively, "Building Laws"), or (ii) violate any restrictive covenant, easement, reciprocal operating agreement or other agreement binding on any of the Subject Entities or Subject Subsidiaries or the Resorts, or (iii) depend on any other real estate (except as set forth in valid and convey to Purchaser binding recorded easements). (d) All Dwelling Units are fully furnished and suitable for occupancy and all furniture, fixtures and equipment therein are in good operating condition (ordinary wear and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Lienstear excepted). Except as set forth on SCHEDULE 7.03(ain Schedule 2.7D, to the Resorts (i) were constructed in a good and except workmanlike manner in accordance with all applicable Building Laws and were properly designed to accommodate soil conditions applicable to the real property, (ii) are in a state of good maintenance and repair in light of each Resort's age, type of construction and location (normal wear and tear excepted), (iii) are free of any material structural, mechanical and other defects, and (iv) are otherwise suitable in all material respects for the Excluded Assets identified operation of the Subject Entities' and Subject Subsidiaries' business. The Selling Parties have not received any notice from any insurance carrier of defects or inadequacies in Section 2.02(a)-(jthe Resorts which, if not corrected, could result in termination of insurance coverage or materially increase in the cost thereof, and no such defects or deficiencies exist. (e) There is no pending or threatened condemnation, eminent domain or similar proceeding with respect to any Resort or any pending or threatened, real estate tax reassessment or special assessments affecting any Resort. The Dwelling Units comprise separate parcels for real estate tax purposes and are not taxed jointly with any other real property. (f) Each of the Resorts: (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy at no cost or expense (other than reasonable and customary maintenance and repair payments and contributions) the transportation requirements of the Resorts as presently operated and as contemplated to be operated in SCHEDULE 2.02(daccordance with any written development or marketing plans pertaining to such Resort provided by the Selling Parties to the Vistana Entities and listed on Schedule 2.7F (the "Development Plans"); and (ii) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at the Resorts, which utilities are available to each of the Resorts without cost or SCHEDULE 2.02(f)restriction (other than payment for actual provision of the utility service) at the boundaries of each Resort through publicly dedicated streets or valid, recorded easements. There exists no fact or condition which would result in the Purchased Assets include permanent discontinuation or prolonged interruption of water, sewage, electric, telephone, drainage or other utilities or services to the Resorts which are necessary and required for the use and operation thereof in their present manner and as contemplated pursuant to the Development Plans. Except as set forth in Schedule 2.7F, all material rightsimpact fees, assets tie-in fees, dedications and property necessary contributions of any of the Resorts, paving and other infrastructure obligations and all other obligations and undertakings to any Federal, state or material local governmental entity or agency, or any subdivision thereof, have been completely and fully performed or paid with respect to operate all of the Seller Business as it is currently operated. Resorts and all of the Dwelling Units contemplated to be operated pursuant to the Development Plans. (g) Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a)agreements contained herein, neither AT&T Wirelessthere are no outstanding options or rights of first refusal to purchase, Inc. ("AT&T") nor lease or acquire any Affiliate of either Seller owns or has an interest in any asset used primarily of the Resorts, or any portion thereof or interest therein, other than agreements for the sale of Timeshare Interests in the Seller Businessordinary course of business. (bh) All buildings, structures, facilities, fixtures, equipment The legal descriptions for the Resorts set forth in condominium maps filed with respect to such Resorts (the "Condominium Maps") fully and other items adequately describe the Dwelling Units; the Dwelling Units are located within the boundary lines of tangible the real property and assets (excluding Inventory) which would be included described in the Purchased Assets if the Closing took place on the date hereof, including all network equipmentCondominium Maps, are not in good working condition violation of and repairdo no encroach on any easement which may burden the Resort except as may be permitted under any condominium declaration; the real property in the Resort does not serve any adjoining property for any purpose inconsistent with the use of such Resort; and, the Resorts are not located within any "wetlands" area or flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to normal wear and maintenance and any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained. (i) There are located such that they are not materially encroaching on no agreements (whether or oral or written) to sell, convey or transfer any Timeshare Interests except sales of Timeshare Interests to consumers in the property or rights ordinary course of any Personbusiness.

Title to and Condition of Assets. (a) Each Seller has The Company and its Subsidiaries have good and marketable valid title to or a valid leasehold interestinterest in all of their assets, as applicable, to including all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in on the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof acquired in the ordinary course of business since the Seller Business date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Balance Sheet in the ordinary course of business consistent with past practices, free practice. The physical assets owned or leased by the Company and clear its Subsidiaries constitute in all material respects all of all Liens except for Permitted Liens and except the physical assets necessary for the Liens listed Company and its Subsidiaries to carry on SCHEDULE 7.03(a) which will be discharged at Closingtheir respective businesses as currently conducted. Each Seller has full powerNone of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a(i) liens for Taxes not yet past due and except for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the Excluded Assets identified in Section 2.02(a)-(jordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f)the aggregate, materially impair the Purchased Assets include all material rightscontinued ownership, use and operation of the assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily which they relate in the Seller Businessbusiness of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”). (b) All buildingsTo the knowledge of the Company, structures, facilities, fixtures, equipment and other items of all material tangible property and assets (excluding Inventory) which would be included owned or leased by the Company or its Subsidiaries have been maintained in the Purchased Assets if the Closing took place on the date hereof, including all network equipmentmaterial respects in accordance with generally accepted industry practice, are in all material respects in good working operating condition and repair, subject to normal ordinary wear and maintenance tear excepted, and are located such that adequate for the uses to which they are being put. This Section 3.12 does not materially encroaching on the relate to real property or rights interests in real property, such items being the subject of any PersonSection 3.13, or to Intellectual Property, such items being the subject of Section 3.14.

Title to and Condition of Assets. (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to The Assets constitute all of the assets, properties and rights used in or necessary for the conduct of the Business as currently conducted. The Seller is the sole owner of the Assets and Assumed Liabilities. Immediately following the Closing, Seller will not own or lease any assets, real, personal and mixed, properties or rights which would be included are used in or are necessary for the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course conduct of the Business. (b) SCHEDULE 3.8(b) contains a true, correct and complete list of all automobiles and vehicles owned, leased or used by Seller, indicating whether each such automobile or vehicle is leased. (c) SCHEDULE 3.8(c) contains a true, correct and complete list of all machinery, equipment, computers and computer hardware, tools, supplies, leasehold improvements, construction in progress, furniture, fixtures, and other tangible personal property (other than vehicles and automobiles) owned, leased or used by Seller, indicating with respect to all such listed property whether such property is leased. (d) Seller Business consistent with past practicesdoes not own any real property. (e) Seller does not occupy or use any real property or building or other units except the Leased Real Property. (f) SCHEDULE 3.8(f) contains a true, correct and complete list of all leases of real property or buildings or other units under which Seller is a lessee (collectively, the "Leased Real Property"). The Seller has a valid and subsisting leasehold interest in all of the Leased Real Property, free and clear of all Liens liens, leases, encumbrances, claims under bailment and storage agreements, options, equities, conditional sales contracts, title retention agreements, encroachments, conditions, limitations, security interests, charges and restrictions (collectively, "Liens"), except for Permitted Liens Liens, if any, for real property taxes not yet due and except payable, and all restrictive covenants, easements and rights, including, but not limited to, easements for power lines, water lines, communication lines, sewer, roadways and other means of ingress and egress, to which the Liens listed Leased Real Property may be subject or which are necessary to conduct the business conducted on SCHEDULE 7.03(a) which will be discharged at Closingsuch Leased Real Property. Each Seller has enjoys peaceful and undisturbed possession under all such leases and all such leases are valid and enforceable in accordance with their respective terms, are in full powerforce and effect, right and authority to sell and convey to Purchaser good and marketable title there is not under any such lease any default by Seller or, to the Purchased Assets owned by such Knowledge of Seller, free and clear by any other party to any such lease, or any condition, event or act which, with the giving of all Liens other than Permitted Liensnotice or lapse of time, or both, would constitute such a default. Except as set forth on SCHEDULE 7.03(a) and except for The consummation of the Excluded Assets identified in Section 2.02(a)-(j) transactions contemplated by this Agreement will not require notification to or in SCHEDULE 2.02(d) the consent or SCHEDULE 2.02(f), approval of any lessor of any of the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and Leased Real Property except as set forth on SCHEDULE 7.03(a3.8(f). True, neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate correct and complete copies of either Seller owns the leases with respect to the Leased Real Property have been delivered or has an interest in any asset used primarily in the Seller Businessmade available to Purchaser. (bg) All buildings, structures, facilitiesimprovements, fixtures, facilities, equipment and all components of all buildings, structures and other items of tangible property improvements included within the Leased Real Property, including, but not limited to, the roofs and assets structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (excluding Inventorycollectively, the "Tangible Assets") which would be included are usable in the Purchased regular and ordinary course of business. To Seller's Knowledge, there are no unsatisfied requests for any repairs, restorations or improvements to the Leased Real Property or any Tangible Assets if from any governmental entity, there are no ongoing material repairs to the Leased Real Property or any Tangible Assets being made by or on behalf of Seller, and no portion of the Leased Real Property or any Tangible Assets currently requires repair or replacement which has knowingly been deferred. No person other than Seller owns any equipment or other Tangible Assets necessary to the operation of the Business, except for items under valid lease to Seller. Seller has not transferred any air rights or development rights relating to the Leased Real Property. Seller has no outstanding contracts or commitments for any improvements or capital expenditures with respect to the Leased Real Property which have not been either fully paid for or reflected on the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, Date Balance Sheet. (h) None of such Leased Real Property is subject to normal wear any pending condemnation or similar proceeding by any Governmental Body and maintenance to the Knowledge of Seller, no such condemnation is threatened. The use and are located such that they are not materially encroaching on operation of the property Leased Real Property is in full compliance with all applicable statutes, rules, regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards and restrictions of every Governmental Body having jurisdiction over any of the Leased Real Property and every instrumentality or rights of any Person.agency thereof (including, without limitation, Environmental Laws and applicable statutes, rules, regulations, orders and restrictions relating to

Title to and Condition of Assets. (a) Each Except as may be reflected in the Seller has Financial Statements and with the exception of all "Real Property" (which is the subject of Section 2.08 hereof), Seller and the Seller Subsidiaries have, and at the Closing Date will have, good and marketable title or a valid leasehold interest, as applicable, to all of the its owned properties and assets, realincluding, personal and mixedwithout limitation, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets those reflected in the Balance Sheet Seller Financial Statements (except those disposed of since the date thereof), free and clear of any (i) Lien, except for Liens for taxes, assessments or other governmental charges not yet delinquent or contested in good faith in appropriate proceedings and in respect of which adequate reserves have been established on the Seller Financial Statements and as defined set forth or described, in Section 7.14each case, in the Seller Financial Statements or any subsequent Seller Financial Statements delivered to Buyers prior to the Effective Time; and (ii) defects in title and liens, charges and encumbrances, if any, as do not materially interfere with the present or proposed use of the property or asset subject thereto or affected thereby, or as do not otherwise materially impair the business operations of Seller. (b) No material properties or assets that are reflected as owned by Seller or any of the Seller Subsidiaries in the Seller Financial Statements as of June 30, 1995, have been sold, retired leased, transferred, assigned or otherwise disposed of since the date thereof June 30, 1995, except in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Businessbusiness. (bc) All buildings, structures, facilitiesfurniture, fixtures, vehicles, machinery and equipment and other items of tangible property and assets (excluding Inventory) which would be included in computer software owned or used by Seller or the Purchased Assets if the Closing took place on the date hereofSeller Subsidiaries, including all network equipmentany such items leased as a lessee, (taken as a whole as to each of the foregoing with no single item deemed to be of material importance) are in good working condition order and repairfree of known defects, subject only to normal wear and maintenance tear. The operation by Seller or the Seller Subsidiaries of such properties and are located such that they are not materially encroaching on the property or rights assets is in compliance in all material respects with all applicable laws, ordinances and rules and regulations of any Persongovernmental authority having jurisdiction over such use.