each case free and clear of any Liens that would survive Closing), all material Intellectual Property used in or necessary for the conduct of its business as currently conducted.
Section 3.16 Brokers . Except for the Company Independent Advisors, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission (all of which shall be the sole responsibility of Seller, and not Company or Buyer) in connection with this Agreement or the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Company or Seller.
Section 3.17 Insurance . Seller has made available to Buyer prior to the date hereof a list that is true and complete in all material respects of all material insurance policies in force naming Company, any Company Subsidiary or employees thereof as an insured or beneficiary or as a loss payable payee or for which Company or any Company Subsidiary has paid or is obligated to pay all or part of the premiums. All such material insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and neither Company nor any Company Subsidiary has received, as of the date hereof, written notice of any pending cancellation or premium increase (retroactive or otherwise) with respect thereto. Each of Company and Company Subsidiaries is in compliance in all material respects with all conditions contained in such insurance policies.
Section 3.18 Real Property . Except as set forth on Section 3.18 of the Disclosure Schedules, Company or Company Subsidiary holds marketable and insurable fee simple title in the case of Owned Sites, or a valid and insurable leasehold or other valid interest or right in the case of Leased Sites and Other Interest Sites, free and clear of all Liens, other than Permitted Encumbrances.
Section 3.19 Title; Ownership and Related Matters . To the Knowledge of Seller, except as set forth on Section 3.19 of the Disclosure Schedules, Company (or a Company Subsidiary) owns all right, title and interest in or to, or has a valid leasehold interest in or other right to use, all of the Improvements, Towers, Managed Sites, Easements and Tower Related Assets, free and clear of any Liens, other than Permitted Encumbrances. Except as disclosed in Schedule 3.19 of the Disclosure Schedules, the interests held by Company with respect to such Improvements, Towers, Sites and the Tower Related Assets include, or will include as of the Closing Date, sufficient rights to all personal property, both tangible and intangible, and agreements reasonably necessary to operate such Improvements, Towers, Sites and Tower Related Assets in all material respects as operated by Company on or immediately prior to the date of this Agreement.
Section 3.20 Utilities and Access . Each Site (other than Managed Sites) has adequate utilities necessary for the current use and operation of such Site and such utilities are, to the Knowledge of Seller, except as set forth in Section 3.20 of the Disclosure Schedules, installed up to the boundaries of such Site within valid easements. Except as set forth on Section 3.20 of the Disclosure Schedules, to the Knowledge of Seller, Company has adequate direct practical and vehicular access to each Site.