FairPoint Communications 2005 Annual Report Download - page 159

(b) All of the outstanding shares of SICC capital stock have been duly authorized and validly issued in accordance with all applicable federal
and state securities laws, not in violation of preemptive or other similar rights of any shareholder, and are fully paid and non-assessable. Except as set forth on
Schedule 2.4(b), each Shareholder identified on Schedule 2.4(a) as the holder of any Shares is the sole record and beneficial owner of such Shares free and
clear of any Liens, such Shareholder has good, valid and marketable title to such Shares, and all such Shares are duly authorized, validly issued and fully
paid. Upon delivery of the certificates representing the Shares at the Closing and delivery of the consideration therefor as provided for by this Agreement,
Buyer will acquire good, valid and marketable title to the Shares, free and clear of all Liens.
2.5 Subsidiaries and Affiliates. (a) Except for the Cellular Entities set forth on Schedule 2.5(a), SICC has no other Subsidiaries or
Affiliates nor does it have any investments in, or loans or advances to, any other corporation, Subsidiary, trust, partnership or business entity, nor is it a
party to any joint venture. The Cellular Interests identified on Schedule 2.5(a) represent the entire right, title and interest of SICC and its Affiliates in and to the
Cellular Entities. Except as set forth on Schedule 2.5(a), SICC (or its applicable Affiliate that owns a Cellular Interest as set forth on Schedule 2.5(a) as the
holder of any Cellular Interests) is the sole record and beneficial owner of such Cellular Interests free and clear of any Liens, such entity has good, valid and
marketable title to such Cellular Interests, and all such Cellular Interests are duly authorized, validly issued and fully paid. Upon delivery of the certificates
representing the Shares at the Closing and delivery of the consideration therefor as provided for by this Agreement, Buyer will acquire the indirect ownership
of the Cellular Interests as shown on Schedule 2.5(a), free and clear of all Liens.
(b) Except as set forth on Schedule 2.5(b), SICC and its Affiliates hold 100% of all Cellular Interests of all Cellular Entities.
Schedule 2.5(b) lists, with respect to each Person that has any interest in any of the Cellular Entities that are not 100% owned by SICC and its Affiliates:
(i) its name; (ii) its jurisdiction of incorporation or organization; (iii) its entire authorized capital stock or other equity or similar interests; (iv) the Cellular
Interests held by SICC or its Affiliates; and, (v) to the Knowledge of the Shareholders, all other issued and outstanding capital stock or other equity or similar
interests, including all Third-Party Interests, the name of each record and beneficial holder of the Cellular Interests and its other capital stock or other equity or
similar interests, including the Third-Party Interests; (vi) the percentage interest of SICC or its Affiliate in RSA 6 & 7 and, to the Knowledge of the
Shareholders, each other record and beneficial owner; and, (vii) the current capital contribution account balance (or account balance for any equity or other
similar interests) of SICC or its applicable Affiliate with respect to its Cellular Interest and, to the Knowledge of the Shareholder, each Third Party Interest.
SICC (or its applicable Affiliate that owns a Cellular Interest set forth on Schedule 2.5(b)) has rights of participation (as represented by the percentage interest
set forth on Schedule 2.5(a)) with any owners of Third-Party Interests in the earnings, profits, losses and distributions of RSA 6 & 7 as specified in the
Agreement Establishing Illinois RSA 6 & 7 Limited Partnership dated October 25, 1989, a true and complete copy of which has been delivered to Buyer
prior to the date hereof.
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