Common use of Acknowledgements and Representations Clause in Contracts

Acknowledgements and Representations. CELLULAR ONE and AGENT acknowledge that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonably necessary to maintain CELLULAR ONE's high standards for its CRS and other Services thereby to protect and preserve the goodwill of CELLULAR ONE's CRS, Services and Marks. AGENT has read and understands the obligations imposed by the FCC upon CRS licensees and their duties to CELLULAR ONE as specified in Section 22.912 of the FCC's cellular rules. AGENT acknowledges that CELLULAR ONE's ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. CELLULAR ONE makes no representation concerning whether said licenses, certificates and permits will continue to be valid. AGENT agrees that if CELLULAR ONE is prohibited from, or otherwise ceases, selling an Authorized Service in the Area, CELLULAR ONE may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS and any other Authorized Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of CELLULAR ONE involves business risks and the AGENT's success in such business will depend primarily upon its abilities and efforts. CELLULAR ONE expressly disclaims the making of, and Agent acknowledges that it has not received or relied upon, any GUARANTY, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with CELLULAR ONE and acknowledges that it has no knowledge of any representations relating to its agency relationship with CELLULAR ONE by an officer, employee or agent of CELLULAR ONE that are contrary to the terms herein. AGENT represents to CELLULAR ONE, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to CELLULAR ONE in its application for appointment as a nonexclusive, authorized AGENT of CELLULAR ONE or in any other manner. AGENT and CELLULAR ONE mutually agree that they shall not have any liability to the other for any lost profits or consequential damages, even if advised of the possibility of such damages.

Acknowledgements and Representations. CELLULAR ONE The Participant is acquiring the RSUs and, if and AGENT acknowledge when the RSUs vest, will acquire the RSU Shares covered thereby, solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell or distribute, or to offer for resale in connection with any unregistered distribution, all or any portion of the RSUs or RSU Shares within the meaning of the Securities Act and/or any applicable state securities laws. The Participant, by executing this RSU Award Agreement, acknowledges that he is bound by the Management Subscription Agreement and agrees to honor the obligations applicable to him thereunder, as modified by this RSU Award Agreement, with respect to the RSU Shares. The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Award and the restrictions imposed on the RSUs and the RSU Shares. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to accept the Award. However, in evaluating the merits and risks of an investment in the Company, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. The Participant is aware that no market may ever exist for RSU Shares and that they have read this Agreement and understand and accept the terms, conditions and covenants contained herein as being reasonably necessary to maintain CELLULAR ONE's high standards for its CRS and other Services thereby to protect and preserve the goodwill may be of CELLULAR ONE's CRS, Services and Marksno practical value. AGENT The Participant has read and understands the obligations restrictions and limitations set forth in this RSU Award Agreement, which are imposed by on the FCC upon CRS licensees RSUs and their duties to CELLULAR ONE the RSU Shares. The Participant confirms that the Participant has not relied on any warranty, representation, assurance or promise of any kind whatsoever in entering into this RSU Award Agreement other than as specified expressly set out in Section 22.912 of the FCC's cellular rules. AGENT acknowledges that CELLULAR ONE's ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. CELLULAR ONE makes no representation concerning whether said licenses, certificates and permits will continue to be valid. AGENT agrees that if CELLULAR ONE is prohibited from, or otherwise ceases, selling an Authorized Service in the Area, CELLULAR ONE may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of the business of selling CRS and any other Authorized Services that it will conduct pursuant to this RSU Award Agreement. AGENT recognizes that entry into business as an AGENT of CELLULAR ONE involves business risks and the AGENT's success in such business will depend primarily upon its abilities and efforts. CELLULAR ONE expressly disclaims the making of, and Agent acknowledges that it has not received or relied upon, any GUARANTY, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with CELLULAR ONE and acknowledges that it has no knowledge of any representations relating to its agency relationship with CELLULAR ONE by an officer, employee or agent of CELLULAR ONE that are contrary to the terms herein. AGENT represents to CELLULAR ONE, as an inducement to its entry into this Agreement, that AGENT has made no misrepresentations to CELLULAR ONE in its application for appointment as a nonexclusive, authorized AGENT of CELLULAR ONE or in any other manner. AGENT and CELLULAR ONE mutually agree that they shall not have any liability to the other for any lost profits or consequential damages, even if advised of the possibility of such damages.[Signature page follows]

Acknowledgements and Representations. CELLULAR ONE The Participant is acquiring the RSUs and, if and AGENT acknowledge that they have read this Agreement when the RSUs vest, will acquire the RSU Shares covered thereby solely for the Participant’s own account, for investment purposes only, and understand not with a view to or an intent to sell or distribute, or to offer for resale in connection with any unregistered distribution, all or any portion of the RSUs or RSU Shares within the meaning of the Securities Act and/or any applicable state securities laws. The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Award and the restrictions imposed on the RSUs and the RSU Shares. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to accept the termsAward. However, in evaluating the merits and risks of an investment in the Company, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors. The Participant is aware that RSU Shares may be of no practical value and that any investment in a closely held company such as the Company could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss. The Participant understands that the RSU Shares delivered upon vesting of the RSUs will be characterized, absent their registration, as “restricted securities” under the federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions and covenants contained herein as being reasonably necessary to maintain CELLULAR ONE's high standards for its CRS and other Services thereby to protect and preserve of Rule 144 promulgated under the goodwill of CELLULAR ONE's CRS, Services and MarksSecurities Act. AGENT The Participant has read and understands the obligations imposed by the FCC upon CRS licensees restrictions and their duties to CELLULAR ONE as specified in Section 22.912 of the FCC's cellular rules. AGENT acknowledges that CELLULAR ONE's ability to provide CRS and other Services is conditioned upon the continuing validity of its FCC operating license(s) and any other required licenses, certificates and permits, and may be affected by state and federal court decisions and regulatory approvals. CELLULAR ONE makes no representation concerning whether said licenses, certificates and permits will continue to be valid. AGENT agrees that if CELLULAR ONE is prohibited from, or otherwise ceases, selling an Authorized Service limitations set forth in the AreaPlan and this RSU Award Agreement, CELLULAR ONE may declare this Agreement null and void as to any or all Authorized Services with no penalty. AGENT acknowledges that it has conducted an independent investigation of which are imposed on the business of selling CRS and any other Authorized Services that it will conduct pursuant to this Agreement. AGENT recognizes that entry into business as an AGENT of CELLULAR ONE involves business risks RSUs and the AGENT's success in such business will depend primarily upon its abilities and effortsRSU Shares. CELLULAR ONE expressly disclaims The Participant confirms that the making of, and Agent acknowledges that it Participant has not received relied on any warranty, representation, assurance or relied upon, any GUARANTY, express or implied, as to the amount of commissions or other gross revenue that it may earn as a result of its agency relationship with CELLULAR ONE and acknowledges that it has no knowledge promise of any representations relating to its agency relationship with CELLULAR ONE by an officer, employee or agent of CELLULAR ONE that are contrary to the terms herein. AGENT represents to CELLULAR ONE, as an inducement to its entry kind whatsoever in entering into this Agreement, that AGENT has made no misrepresentations to CELLULAR ONE RSU Award Agreement other than as expressly set out in its application for appointment as a nonexclusive, authorized AGENT of CELLULAR ONE this RSU Award Agreement or in any other manner. AGENT and CELLULAR ONE mutually agree that they shall not have any liability to the other for any lost profits or consequential damages, even if advised of the possibility of such damagesPlan.