Common use of Communications Licenses, etc Clause in Contracts

Communications Licenses, etc. (a) The Borrower and its Subsidiaries have all of the Communications Licenses necessary for the lawful conduct of the Acquired Business in substantially the same manner as the Acquired Business is currently conducted, except where the failure to have the same would not reasonably be expected to have a Material Adverse Effect. Schedule 3.23 sets forth a list of all material Communications Licenses necessary for the operation of the Acquired Business in the manner in which it is operated as of the Closing Date. As of the Closing Date, the Borrower or one of its Subsidiaries is the holder of the Communications Licenses identified in Schedule 3.23. (b) Except as would not reasonably be expected to have a Material Adverse Effect: (i) as of the Closing Date, each Communications License identified on Schedule 3.23 is validly issued and in full force and effect; (ii) none of the Borrower or its Subsidiaries is a party to or has any knowledge of any proceeding before any Governmental Authority to revoke, suspend, cancel, refuse to renew or modify, or impose a forfeiture or other sanction with respect to, any of the Communications Licenses identified on Schedule 3.23; (iii) the Borrower has no reason to believe that any of the Communications Licenses identified on Schedule 3.23 will not be renewed in the ordinary course of business; (iv) the Borrower and its Subsidiaries are operating the facilities authorized under the Communications Licenses set forth in Schedule 3.23 in accordance with their terms and such operation is in compliance with the applicable laws and regulations; and (v) no event has occurred which, after notice or lapse of time or both, reasonably would be expected to result in revocation, suspension, adverse modification, non-renewal or termination of, or any order of forfeiture with respect to, any Communications License set forth on Schedule 3.23.