Communications Laws Clause Samples
The Communications Laws clause defines the requirement for parties to comply with all applicable laws and regulations governing communications, such as those related to telecommunications, data transmission, or marketing communications. In practice, this means that any activities involving the exchange of information—whether by phone, email, or other electronic means—must adhere to relevant legal standards, such as privacy rules or anti-spam regulations. The core function of this clause is to ensure that all parties operate within the legal framework for communications, thereby reducing the risk of legal violations and associated penalties.
Communications Laws. (a) Notwithstanding any other provision of this Agreement, the Collateral shall not include at any time any FCC Licenses held by Grantors to the extent (but only to the extent) that at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Laws, as in effect at such time, but such security interest does include, to the maximum extent permitted by law all rights incident or appurtenant to all FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses, as set forth in clause (b) of the last paragraph of Section 2.
(b) Notwithstanding any other provision of this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise of any rights to vote or consent with respect to any of the Collateral as provided herein or any other action taken or to be taken by the Collateral Agent hereunder shall be in compliance with the Communications Laws, and to the extent required thereby, subject to the prior approval of the FCC. In determining whether an approval of the FCC is required in connection with any action taken under this Agreement, the Collateral Agent shall be entitled to rely on the advice of FCC or regulatory counsel experienced in giving such advice selected by the Collateral Agent.
(c) It is the intention of the parties hereto that the Security Interests in favor of the Collateral Agent on the Collateral shall in all relevant aspects be subject to and governed by the Communications Laws and that nothing in this Agreement shall be construed to diminish the control exercised by the Grantor except in accordance with the provisions of such Communications Laws. Subject to the Intercreditor Agreement, each Grantor agrees that upon the written request from time to time by the Collateral Agent it will actively pursue obtaining any governmental, regulatory or third party consents, approvals or authorizations referred to in this Section 27, including, upon any written request of the Collateral Agent following the occurrence of and during the continuance of an Event of Default, the preparation, signing and filing with (or causing to be prepared, signed and filed with) the FCC of any application or other request for consent, approval or authorization necessary or appropriate under the Communications Laws (i) to assign or transfer control of any FCC License, (ii) to transfer control of any Grantor or Subsidiary...
Communications Laws. Neither the Borrower nor any of its Subsidiaries will acquire any licenses or conduct any business which would result in the application of Section 310 of the Communications Act of 1934 as a result of this Agreement or any of the other Loan Documents.
Communications Laws. (a) Network will take all reasonable action, and will cause each of the Subsidiaries to take all reasonable action necessary to permit the transactions contemplated herein to be consummated in compliance with all applicable federal, state and local telecommunications laws governing or applicable to Network the Subsidiaries and their respective businesses.
(b) Network will use its reasonable efforts, and will cause each of the Subsidiaries to use its reasonable efforts, to cooperate with IXC to permit the transactions contemplated herein to be consummated in compliance with all applicable federal, state and local telecommunications laws governing or applicable to IXC and its business.
Communications Laws. The execution, delivery and performance by the Company of this Agreement: (i) does not and will not violate any federal or state communications or telecommunications law, rule or regulation applicable to the Company or its subsidiaries; and (ii) does not and will not require any filing with or approval, consent, authorization or order of, or qualification with the FCC, any federal advisory agency appointed or established by the FCC or any federal or state agency, except such as have been obtained.
Communications Laws. (a) Except as disclosed on Schedule 6.11(a), since December 31, 2012, the operation of SP and its business complies and has complied in all material respects with the Communications Act of 1934, as amended, the rules, orders, regulations and other applicable requirements of the Federal Communications Commission (“FCC”), and the applicable state statutes governing the communications industry, the rules, orders, regulations and other applicable requirements of any state public service commission, public utilities commission or similar state agency responsible for regulating the communications industry within a particular state and with jurisdiction over any of the services offered by SP (“State PUCs”) (collectively, the “Communications Laws”). SP is in compliance with the Communications Assistance for Law Enforcement Act of 1994 and all rules and regulations promulgated thereunder.
(b) Schedule 6.11(b) lists all of the material communications licenses, certificates, permits, approvals, orders, consents, permissions and other authorizations used or necessary to operate SP’s business, including all licenses or authorizations issued by the FCC and all certificates of public convenience and necessity or similar instruments issued by any State PUC (“Communications Authorizations”). Each Communications Authorization is in full force and effect and has not been revoked, reversed, stayed, set aside, annulled or suspended and is not subject to any conditions or requirements that are not generally imposed by the FCC or applicable State PUC upon holders of such Communications Authorizations. The Communications Authorizations are the only material licenses, certificates, permits, authorizations, consents or approvals required from the FCC or any applicable State PUC to operate SP’s business.
(c) SP, as of December 31, 2013, has submitted all material reports and paid all license, regulatory or other fees and charges which they have calculated in good faith as due to the FCC, any State PUC or any fund established by the FCC or any State PUC (including the Universal Service Administrative Company (“USAC”) and any similar state universal service funds) pursuant to the Communications Laws. SP does not currently owe any material contributions to USAC, except as set forth as a current Liability in SP’s unaudited financial statements for the year ended December 31, 2013 and except as disclosed on Schedule 6.11(c). There is no inquiry, claim, action or demand pending or, to SP’...
Communications Laws. (a) IXC will take all action reasonable necessary to permit IXC to consummate the transactions contemplated herein in compliance with all applicable federal, state and local telecommunications laws governing or applicable to IXC and its business (assuming that Network is able to consummate such transaction).
(b) IXC will use its reasonable efforts to cooperate with Network to permit the transactions contemplated herein to be consummated in compliance with all applicable federal, state and local telecommunications laws governing or applicable to Network and its business.
Communications Laws. The Company shall (and shall cause its respective Affiliates to) use its commercially reasonable efforts to undertake the steps set forth on Schedule 6.2(d) with respect to Communications Laws in the jurisdictions specified therein.
Communications Laws. (a) EASTERN and the Shareholders will take all action necessary to permit the transactions contemplated herein to be consummated in compliance with all applicable federal, state and local telecommunications laws governing or applicable to EASTERN and its business.
(b) EASTERN and the Shareholders will use their reasonable best efforts to cooperate with NETWORK to permit the transactions contemplated herein to be consummated in compliance with all applicable federal, state and local telecommunications laws governing or applicable to NETWORK and its business.
Communications Laws. (a) No Governmental Authority with jurisdiction over the Company or the Business under the Communications Laws (“Communications Authority”) has alleged that the Company is not in compliance with, or has violated or failed to comply with, the Communications Laws. There are no unresolved complaints against the Company and there is not now any pending or, to the Knowledge of the Company, threatened investigation, audit, inquiry, notice of apparent liability, notice of inquiry, notice of violation, notice of forfeiture, order to show cause, petitions, request for information, proceeding, order or Action against the Company by Communications Authority.
(b) Other than as set forth on Section 4.21(b) of the Disclosure Schedules, to the Knowledge of the Company, the Company has no liabilities for non-compliance with Communications Laws.