Communications Matters. (a) U.S. Communications Matters.
(i) Schedule 5.25(a)(i) sets forth a list, as of the Closing Date, of the U.S. Communications Licenses, including the licensee, file number, call sign, or other designation, as applicable, and the expiration date of each U.S. Communications License held by the U.S. Borrower or any of its Subsidiaries, or pursuant to which such Person is authorized to engage in any activity subject to the jurisdiction of a local, state or federal U.S. Governmental Authority, listed separately for each such Governmental Authority that granted or issued such U.S. Communications License, in each case except for certain U.S. Communications Licenses the loss of which would not reasonably be expected to have a Material Adverse Effect. Each of the U.S. Borrower and its Restricted Subsidiaries holds all material U.S. Communications Licenses necessary for the U.S. Borrower and each of its Restricted Subsidiaries in all material respects to operate the U.S. portion of its business and assets and engage in all activities necessary for the operation of the U.S. portion of its business and assets, except where the failure to hold a required U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of any Credit Party operates under, uses or requires any U.S. Communications License held by any Person who is not a Credit Party to operate the U.S. portion of its business or assets or engage in any activities necessary for the operation of the U.S. portion of its business or assets, except where such use of any such U.S. Communications License could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(ii) The U.S. Communications Licenses are in full force and effect and constitute the valid, legal, binding and enforceable obligations of the U.S. Borrower and each Restricted Subsidiary that is a party thereto, except where the failure to have, or the suspension or cancellation of, any of the U.S. Communications Licenses could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. True and correct copies of all written U.S. Communications Licenses as of the Closing Date have been made available to the Administrative Agent and are as set forth in Schedule 5.25(a)(i) hereto (except for certain U.S. Communications Licenses the loss of which would not reasonably be expected...
Communications Matters. (a) Part A of Schedule IX sets forth a complete and correct list, as of the date hereof, of (i) each Cellular Licensee in which CCPR or any of its Subsidiaries has any direct or indirect ownership interest, (ii) each MSA or RSA such Cellular Licensee is authorized to serve by the FCC, (iii) the name of such entity that owns any such interest, (iv) the form, class and percentage ownership and voting interest of each therein, (v) the population of each MSA or RSA authorized to be served by each such Cellular Licensee according to the Census Data, (vi) each existing agreement for the acquisition of any additional ownership interest of a Cellular Licensee or the disposition thereof and whether the consent or approval thereof by one or more Cellular Authorities is necessary and, if so, (A) the name of each Cellular Authority whose consent and approval is required, (B) whether such consents and approvals have been obtained, and (C) whether the orders granting such consents and approvals are Final Orders, (vii) the percentage of all outstanding ownership interest of Cellular Licensees owned or subject to any agreement to purchase or sell or any option, put or call to which CCPR or any of its Subsidiaries is a party and (viii) all rights of first refusal, options and other such rights or obligations in existence (including entitlements to acquire additional ownership interests and supermajority provisions) which may affect the ownership interests (or diminish the rights associated therewith) of CCPR or any of its Subsidiaries in any such Cellular Licensee or other Person.
(b) Part B of Schedule IX correctly lists, as of the date hereof, each Cellular License granted or issued by any Cellular Authority to CCPR or any of its Subsidiaries, the Cellular Authority granting or issuing such Cellular License, and the geographic area to which such Cellular License relates and the expiration date thereof, if any.
(c) Each of CCPR and its Subsidiaries, have duly obtained the respective Cellular License, easement, equipment rental, interconnection agreement, and other contractual rights necessary for the conduct of the business as now conducted of each Cellular System in which it has any direct or indirect ownership interest and is in compliance with all material terms and conditions therewith. To the knowledge of CCPR and the Borrower, no event has occurred that would prevent CCPR or any of its Subsidiaries from obtaining any Cellular License, easement, equipment rental, int...
Communications Matters. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect:
(a) The Company and its Subsidiaries are in compliance with the Communications Act, the Communications Assistance to Law Enforcement Act and any other law or regulation applicable to interstate and international telecommunications or Voice over Internet Protocol, interstate information service (the “Federal Communications Laws”), and any laws, ordinances, or regulations concerning the provision of intrastate telecommunications services or concerning the operation of any telecommunications, cable, Voice over Internet Protocol or open video system (“State Communications Laws”), and there is not pending or, to the Knowledge of the Company, threatened, investigation by the FCC, any State PUC or any LFA for any alleged violations of Federal Communications Laws or State Communications Laws.
(b) Where the requirements of Section 626 of the Communications Act are applicable or where otherwise required to submit such a notice by statute, ordinance, regulation or agreement, a written request for renewal has been timely submitted under Section 626 of the Communications Act with the proper LFA with respect to any Franchise that will expire within thirty (30) months after the date of this Agreement. Except for customary correspondence from Governmental Authorities in connection with the renewal process (e.g., requests for additional information) or as set forth in Section 2.26(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority that any Franchise will not be renewed or that the applicable Governmental Authority has challenged or raised any objection to the Company’s request for renewal under Section 626 of the Communications Act.
(c) Except as set forth in Section 2.26(c) of the Company Disclosure Schedule, there is not pending, or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or the Franchises, any application, investigation, inquiry, action, petition, objection or other pleading, or any proceeding with a Governmental Authority, which: (i) questions or contests the validity of, or seeks the revocation, forfeiture, nonrenewal or suspension of, any of the Franchises; (ii) seeks the imposition of any modification or amendment with respect to any of the Franchises; (iii) would adversely affect the ability of the Company to consummate t...
Communications Matters. The FCC Approvals and the consents of any other Governmental Authority (other than the State PUC Approvals and the LFA Approvals), in each case as set forth in Section 6.1(d) of the Company Disclosure Schedule, shall have been granted and any conditions therein shall have been satisfied, and shall each be in full force and effect.
Communications Matters. The (i) State PUC Approvals and (ii) LFA Approvals, in each case as set forth in Section 6.2(e) of the Company Disclosure Schedule, shall have been granted and any conditions therein shall have been satisfied, and shall each be in full force and effect.
Communications Matters. 83 Section 5.26 Licenses, Approvals and Rights-of-Way ........................................................................................ 85 Section 5.27 No Immunity ................................................................................................................................... 86 ARTICLE VI. AFFIRMATIVE COVENANTS Section 6.01
Communications Matters. (a) Sellers hold all the licenses, permits, authorizations, orders and approvals issued by a Governmental Entity under the Communications Laws (collectively, “Communications Licenses”) necessary for the lawful conduct of the Business as currently conducted, except for any licenses, permits, authorizations, orders and approvals, the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Section 4.16(a) of the Disclosure Letter sets forth a true and correct list of all Communications Licenses held by each Seller and Solutions.
(b) Except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, (i) each Communications License identified on Section 4.16(a) of the Disclosure Letter is in full force and effect; (ii) Sellers and/or Solutions are operating or preparing to operate the facilities authorized by the Communications Licenses identified on Section 4.16(a) of the Disclosure Letter in accordance with their terms and such operation is in compliance in all material respects with the Communications Laws; (iii) each Seller and Solutions is operating in substantial compliance with Communications Laws; and (iv) to the Knowledge of Sellers, no action or proceeding is pending or threatened to revoke, suspend, cancel, or refuse to renew or modify in any material respect any of the Communications Licenses identified on Section 4.16(a) of the Disclosure Letter or any ITU registration.
(c) Except for the representations and warranties contained in Section 4.12 and this Section 4.16, Sellers makes no other express or implied representation or warranty with respect to Communications Laws.
Communications Matters. (a) The Company and its Subsidiaries hold all the licenses, permits, authorizations, orders and approvals issued by a Governmental Entity under the Communications Laws necessary for the lawful conduct of the business in substantially the same manner as now conducted, except for any licenses, permits, authorizations, orders and approvals issued by a Governmental Entity under the Communications Laws, the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect (collectively, “Communications Licenses”). Section 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of all Communications Licenses.
Communications Matters. (a) The parties intend no waiver of the attorney-client privilege and that, at all times after the Closing, Sellers will have the right in their sole discretion to assert or waive any attorney work-product protections, attorney-client privileges and similar protections and privileges relating to emails or other communications that pertain to the Excluded Assets or the Excluded Liabilities. In addition, to the extent any Data and/or Intellectual Property used or developed in connection with the Specified Excluded Contracts or the vessels being constructed pursuant thereto is provided, or possession thereof is delivered (in either case, whether intentionally or unintentionally), to Purchasers in connection with the Acquisition, Purchasers shall promptly provide and deliver to Sellers such Data and/or Intellectual Property upon discovery or demand; provided that, notwithstanding anything to the contrary set forth herein, Purchasers’ indemnification obligations pursuant to Section 5.3(c) for a breach of this Section 6.13(a) shall be limited to breaches of this Section 6.13(a) caused by Purchasers’ or their employees’ or representatives’ gross negligence or intentional misconduct.
(b) Purchasers acknowledge that included within the Assets may be emails or other communications originated or received by Employees and further acknowledge that the content of such emails may include information that is not related to the Business or the Assets purchased pursuant to this Agreement (collectively, the “Other Information”). Purchasers agree to keep the Other Information confidential and not to use the Other Information for its own commercial purposes for a period of five (5) years after the Closing.
Communications Matters. ABA RF shall cause the Program Recordkeeper to prepare and provide to the applicable recipients all Program communications, other than the Prospectus and other filings required by federal and state securities laws. ABA RF shall direct the Program Recordkeeper to provide State Street with copies of all such communications as State Street may reasonably request. In addition, ABA RF shall direct the Program Recordkeeper to make a good faith effort to deliver to State Street for its reasonable review, at least ten (10) calendar days prior to their production date, any communications (including revisions to previously provided communications that are materially inconsistent with comments previously provided by State Street) to be used in marketing the Program or otherwise reporting Fund performance or that contain references to State Street NH or State Street as trustee of the ABA Members Collective Trust or the Trusts, as applicable, which references are not contained in Program communications previously approved by State Street pursuant to this Section. State Street shall make a good faith effort to provide comments on such communications to ABA RF and the Program Recordkeeper within five (5) Business Days but in no event later than seven (7) Business Days after its receipt thereof. To the extent State Street comments are received in a timely manner as provided herein, ABA RF shall make a good faith effort to provide sufficient and timely direction to the Program Recordkeeper to incorporate such changes therein as may be reasonably requested by State Street.
