Common use of Absence of Default, Etc Clause in Contracts

Absence of Default, Etc. The Borrower and its Subsidiaries are in compliance in all respects with all of the provisions of their respective partnership agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, (i) a Default or (ii) a material default by the Borrower or any of its Subsidiaries, or an event or condition giving rise to any put right or other prepayment right of any holder of Indebtedness, under any indenture, agreement or other instrument relating to Indebtedness of the Borrower or any of its Subsidiaries (other than as set forth on Schedule 6 attached hereto), or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m) hereof), or a default under any judgment, decree or order to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties may be bound or affected. Neither the Borrower nor any of its Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, could have a Materially Adverse Effect or result in the loss of any License issued by the FCC.

Absence of Default, Etc. The Borrower and its Subsidiaries are in compliance in all respects with all of the provisions of their respective partnership agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, (i) a Default or (ii) a material default by the Borrower or any of its Subsidiaries, or an event or condition giving rise to any put right or other prepayment right of any holder of Indebtedness, Subsidiaries under any indenture, agreement or other instrument relating to Indebtedness of the Borrower or any of its Subsidiaries (other than as set forth on Schedule 6 attached hereto)in the amount of $1,000,000 or more in the aggregate, any License, or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m) hereof), or a default under any judgment, decree or order to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties may be bound or affected. Neither the Borrower nor any of its Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, that could have a Materially Adverse Effect or result in the loss of any License issued by the FCC.

Absence of Default, Etc. The Parent, the Borrower and its the Borrower's Subsidiaries are in compliance in all respects with all of the provisions of their respective certificates or articles of incorporation, organization or formation and by-laws, partnership agreements and operating agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event action, event, condition or situation has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-cross- default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, (i) a Default or (ii) a material default by the Parent, the Borrower or any of its the Borrower's Subsidiaries, or an event action, event, condition or condition situation giving rise to any put right or other prepayment right of any holder of Indebtedness, under any indenture, agreement or other instrument relating to Indebtedness of the Parent, the Borrower or any of its the Borrower's Subsidiaries (other than as set forth on Schedule 6 3 attached hereto), or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m8.1(l) hereof), or a default under any judgment, decree or order to which the Parent, the Borrower or any of its the Borrower's Subsidiaries is a party or by which the Parent, the Borrower or any of its the Borrower's Subsidiaries or any of their respective properties may be bound or affected, except to the extent any of the foregoing in this (ii) could not reasonably be expected to have a Materially Adverse Effect. Neither None of the Parent, the Borrower nor or any of its the Borrower's Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, could reasonably be expected to have a Materially Adverse Effect or could reasonably be expected to result in the loss of any License (other than any Give-back License) issued by the FCC.

Absence of Default, Etc. The Borrower and its Subsidiaries are in compliance in all respects with all of the provisions of their respective partnership agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, (i) a Default or (ii) a material default by the Borrower or any of its Subsidiaries, or an event or condition giving rise to any put right or other prepayment right of any holder of Indebtedness, under any indenture, agreement or other instrument relating to Indebtedness of the Borrower or any of its Subsidiaries (other than as set forth on Schedule 6 attached hereto), or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m) hereof), or a default under any judgment, decree or order to which the Borrower or any of its Subsidiaries is a -50- 56 party or by which the Borrower or any of its Subsidiaries or any of their respective properties may be bound or affected. Neither the Borrower nor any of its Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, could have a Materially Adverse Effect or result in the loss of any License issued by the FCC.

Absence of Default, Etc. The Borrower Each of Omnipoint Holdco, Omnipoint Finance Holdco, the Borrowers and its their respective Subsidiaries are in compliance in all respects with all of the provisions of their respective certificates or articles of incorporation and by-laws, or their partnership or limited liability company agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, or with the passage of time or giving of notice or both would constitute, (i) a an Event of Default or (ii) a material default by the Borrower or any of its SubsidiariesOmnipoint Holdco, Omnipoint Finance Holdco, the Borrowers or an event or condition giving rise to any put right or other prepayment right of any holder of Indebtedness, their respective Subsidiaries under any indenture, agreement or other instrument relating to Indebtedness of the Borrower or any of its Subsidiaries (other than as set forth on Schedule 6 attached hereto)such Persons in the amount of $5,000,000 or more, any License, or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m) hereof), or a default under any judgment, decree or order in the amount of $5,000,000 or more to which the Borrower or any of its Omnipoint Holdco, Omnipoint Finance Holdco, the Borrowers or their respective Subsidiaries is a party or by which the Borrower or any of its Omnipoint Holdco, Omnipoint Finance Holdco, the Borrowers or their respective Subsidiaries or any of their respective properties may be bound or affected. Neither None of Omnipoint Holdco, Omnipoint Finance Holdco, the Borrower nor any of its Borrowers and their respective Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, that could have a Materially Adverse Effect or result in the loss of any License issued by the FCC.

Absence of Default, Etc. The Borrower and its Subsidiaries ----------------------- are in compliance in all respects with all of the provisions of their respective certificates or articles of incorporation and by-laws or partnership certificates or agreements, Certificates or Articles of Incorporation and By-Laws, as the case may be, and no event has occurred or failed to occur (including, without limitation, any matter which could create a an Event of Default hereunder by cross-default) which has not been remedied or waived, the occurrence or non-occurrence of which constitutes, or with the passage of time or giving of notice or both would constitute, (i) a an Event of Default or (ii) a material default by the Borrower or any of its Subsidiaries, or an event or condition giving rise to any put right or other prepayment right of any holder of Indebtedness, Subsidiaries under any material indenture, agreement or other instrument relating to Indebtedness of instrument, including, without limiting the Borrower or any of its Subsidiaries (other than as set forth on Schedule 6 attached hereto)foregoing, the Licenses, or a default under any License (which Default could reasonably be expected to result in an Event of Default under Section 8.1(m) hereof), or a default under any judgment, decree or order to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties may be bound or affected. Neither the Borrower nor any of its Subsidiaries is a party to or bound by any contract or agreement continuing after the Agreement Date, or bound by any Applicable Law, the performance of which or the compliance with which, as applicable, that could reasonably be expected to have a Materially Adverse Effect or result in the loss of any License issued by the FCCMaterial License.