Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect. (ii) Schedule 7.1(w) hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any. (iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course. (iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers. (v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (ia) Each Network Agreement Except as set forth in Schedule 3.6 of the Disclosure Schedule, as of the date hereof, GVN and GVS have all permits, licenses and authorizations from each Governmental Entity that regulates telecommunications in each applicable jurisdiction ("Communications Licenses"), including without limitation, (A) the FCC; (B) the California Public Utility Commission (the "State PUC") (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "State License"); and (C) the appropriate municipal governmental entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Local Authorizations"); in each case that are required for the conduct of the business of GVN and GVS as presently conducted. Schedule 3.6(a) of the Disclosure Schedule sets forth a true, correct and complete list of all of the Communications Licenses. Schedule 3.6(a) of the Disclosure Schedule also correctly specifies the expiration date of each Communications License in effect as of the Execution Date. The Company is not required to obtain or hold in its own name any Communication Licenses, any State License or any Local Authorizations in order for GVN or GVS to conduct business as presently conducted.
(b) Except as set forth in Schedule 3.6(b) of the Disclosure Schedule, each of the Communications Licenses was duly issued, is valid and in full force and effect, has not been suspended, canceled, revoked or modified in any materially adverse manner and is not subject to conditions or requirements that are not generally imposed on such authorizations.
(c) Except as set forth in Schedule 3.6(c)(i) of the Disclosure Schedule, (A) each holder of a Communications License has operated in compliance with all terms thereof; and (B) each holder of a Communications License is in compliance with, and the conduct of its business has been duly executed and delivered is in compliance with, the Communications Act, and any applicable Communications Laws; and (C) each such holder has timely filed all registrations and reports and paid all required fees and contributions, including any renewal applications, required by the Company Communications Act, any or any applicable Communications Laws, except with respect to (A), (B) and its Subsidiaries party thereto(C) above, to the extent that any failure to do so would not have a Material Adverse Effect. Without limiting the forgoing, GVN or GVS, as the case may be, (1) is capable of providing local number portability in material compliance with 47 U.S.C. ss. 251(b)(2) and the implementing rules of the FCC, (2) complies in all material respects with the requirements of the Communications Assistance for Law Enforcement Act ("CALEA"), 47 U.S.C. ss. 1001 et seq. and the implementing rules of the FCC; (3) is capable of providing enhanced 911 service in material compliance with 47 U.S.C. ss. 251(e)(3) and the implementing rules of the FCC and FCC policies thereunder. Except as set forth in Schedule 3.6(c) of the Disclosure Schedule, (w) there is no pending or, to the knowledge of Stockholder, any threatened action by or before the FCC, the State PUC, or any municipal Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any material Communications License, (x) except as set forth in Schedule 3.6(c)(ii) of the Disclosure Schedule, there is not now issued, outstanding or, to the knowledge of Stockholder, threatened, any notice by the FCC, the State PUC, any municipal Governmental Entity of any material violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or complaints that generally affect the industry of the Company, GVN and GVS as a whole) relating to the business or operations of the Company, GVN or GVS, and (y) to the knowledge of Stockholder, no Person has asserted in writing to a Governmental Entity that any material Communications License should be modified or revoked, or that GVN or GVS is not in material compliance with any Communications License.
(d) Except as set forth in Schedule 3.6(d) of the Disclosure Schedule, to the knowledge of Stockholder no event has occurred that reasonably could be expected to lead to the revocation or termination of any of the material Communications Licenses or the imposition of any restriction thereon, or that would prevent any of the material Communications Licenses from being renewed on a routine basis or in the ordinary course.
(e) None of the execution, delivery or performance of this Agreement by Stockholder, nor the consummation of the transactions contemplated hereby or thereby will result in any revocation, cancellation, suspension or material modification of any Communications Licenses or give rise to the right of any governmental entity to take any such action or to fail to renew any Communications License except as contemplated by this Agreement.
(f) The regulatory tariffs applicable to GVN and GVS described in Schedule 3.6(f) of the Disclosure Schedule are all of the Federal and state tariffs applicable to regulated telecommunications services offered by GVN and GVS. All of these tariffs remain in full force and effect on the date of this Agreement in accordance with their terms, and neither the Companythere is no outstanding notice of cancellation or termination or, to knowledge of Stockholder, any Subsidiary thereof northreatened cancellation or termination in connection therewith, nor is GVN or GVS subject to any restrictions or conditions applicable to their regulatory tariffs that limit or would limit the operation of GVN and GVS (other than restrictions or conditions generally applicable to tariffs of that type). To the extent required by Law, each such tariff has been duly and validly approved by the FCC, State PUC, or other Governmental Entity having jurisdiction thereof. None of GVN and GVS is in material default under the terms and conditions of any such tariff and to the best knowledge of the CompanyStockholder, any there is no fact that reasonably could be expected to lead to a claim of the other parties thereto, is in default of any of the provisions thereof by GVN or GVS in any material respect except for under any such default tariff. Except as set forth in Schedule 3.6(f)(i) of the Disclosure Schedule, as of the date hereof, to the knowledge of Stockholder, there are no applications by GVN or GVS or petitions by others (other than end-user complaints), or proceedings pending or threatened before the FCC, the State PUC or other Governmental Entities relating to GVN or GVS that reasonably could not reasonably be expected to have a Material Adverse Effect.
(ii) Schedule 7.1(w) hereto sets forthEffect on GVN or GVS. To the knowledge of Stockholder, as there are no material violations by subscribers or others under any such tariff. A true and correct copy of the date hereof, a true --------------- and complete list of the following information for each Communications License issued tariff applicable to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event telecommunications business has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (been delivered to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customersBuyer.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Samples: Stock Purchase Agreement (Citizens Communications Co)
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party respective parties thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effectrespect.
(ii) Schedule 7.1(w) hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party respective parties thereto, is in full force and effect and neither the CompanyBorrower, any Subsidiary thereof nor, to the best knowledge of the CompanyBorrower, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effectrespect.
(ii) Schedule 7.1(w) 4 hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company Borrower or any its Subsidiaries: (A) for all Communications LicensesLicenses other than PUC Authorizations, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company Borrower nor any Subsidiary of its Subsidiaries is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effectthereto. The Communications Licenses specified on Schedule 7.1(w) 4 hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company Borrower or any of its Subsidiaries thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company Borrower and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority governmental authority or as imposed under any agreements with telephone companies and customers.
(v) The Company Borrower and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.governmental approval
Appears in 1 contract
Communications Regulatory Matters. (a) True and complete copies of all licenses, permits, authorizations and consents issued by the FCC, the Minister of Industry (Canada) or the NPT (“Licenses”) to the Company or any of its Subsidiaries, or to the Person leasing such Spectrum to the Company, including Advanced Wireless Service (“AWS”), Wireless Communications Services (“WCS”), Educational Broadband Services (“EBS”), Broadband Radio Service (“BRS”) fixed microwave and other radio authorizations and licenses, (collectively, the “Company Licenses”) have been Made Available to Parent. Schedule 3.11(a) of the Company Disclosure Schedule sets forth, with respect to each of the Transferred Spectrum Assets, (i) the name of the licensee and, if applicable, the lessee, (ii) FCC call sign, license number or other license identifier, (iii) authorized frequencies, (iv) the geographic area for which the Company is authorized to provide service, (v) grant and current expiration date, (vi) frequency block and (vii) where applicable, the relevant market and service designations used by the Governmental Entity that issued the Transferred Spectrum Asset. Each Network Agreement of the Transferred Spectrum Assets is free and clear of all Liens and the Transferred Spectrum Assets are regular Licenses and not experimental, special temporary, demonstration or developmental licenses. Other than the Conditional WCS Renewals, there is no condition outside of the ordinary course imposed on any of the Transferred Spectrum Assets by the FCC; for the avoidance of doubt, any condition on the grant of a Renewal Application shall be so set forth. The Company has not conducted any radio station operations (fixed, mobile or broadcast) pursuant to any Transferred Spectrum Asset.
(b) Schedule 3.11(b) of the Company Disclosure Schedule sets forth a true and complete list of each Contract, together with all amendments, waivers and notices to such Contracts, under which the Company or any of its Subsidiaries (i) lease for the right to use the transmission capacity associated with a License or (ii) has a right of first refusal or any other contractual right to acquire any rights for the use of any License, including without limitation, any Contract for the acquisition of a License or any right to lease spectrum rights under a License (the “Company Leases”). The Company and its Subsidiaries are not, nor is any other party to any of the material Company Leases in breach or default under the material Company Leases, and any material breach or default that has been duly executed asserted by such other party has been waived, cured or otherwise settled. The Company and delivered its Subsidiaries have not, nor has any other party to any of the material Company Leases claimed in any written statement that the counterparty is in breach or default under the material Company Leases and any past breach or default has been waived, cured or otherwise settled. For purposes of this Section 3.11(b), any breach of a payment obligation shall be deemed material. No party to any Company Lease has claimed in writing, and no party has threatened, in any written statement to the Company that the party has a right to terminate any Company Lease at any time or to seek damages against the Company or any of its Subsidiaries for the violation, breach or default by any such Person of any Company Lease. None of the Transferred Spectrum Assets is subject to a Company Lease.
(c) (i) The grant, renewal or assignment of each Company License to the Company or one of its Subsidiaries was approved by the FCC, the Minister of Industry (Canada) or the NPT by Final Order and each Company License is valid and in full force and effect and has not been suspended, revoked, cancelled, terminated or forfeited or adversely modified; (ii) except for proceedings related to the Competing Applications, Ongoing WCS Rulemaking Proceedings, and Ongoing Canadian WCS Rulemaking Proceedings, no Company License is subject to any pending regulatory proceeding (other than those affecting licenses and licensees in the same spectrum bands as the Company Licenses, and those affecting the telecommunications industry, generally) before a Governmental Entity or judicial review; (iii) except for proceedings related to the Ongoing WCS Rulemaking Proceedings and Ongoing Canadian WCS Rulemaking Proceedings, there is no Proceeding pending before the FCC, Industry Canada or the NPT or threatened by a Person with respect to any Company License, the Company or any of the Company’s Affiliates; and (iv) to the Knowledge of the Company, no event, condition or circumstance would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms).
(d) The licensee of each Company License is in compliance with the terms of, and the FCC Rules, Industry Canada Rules, NPT Rules and any other Laws that apply to or that are contained in, each Company License and has timely fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications to the FCC, Industry Canada and the NPT, as applicable, and required by the Communications Act, the FCC Rules, Industry Canada Rules or NPT Rules. The Company has Made Available to Parent copies of each of such reports filed in the last five (5) years with the exception of those applications that are available in their entirety in the FCC’s Universal Licensing System database and that are no longer pending because the application has been granted, accepted or consummated, as well as ownership reports, regulatory fee filing, and notifications to other licensees upon commencement of WCS base station operations. The Company has not incurred, or if incurred the Company has fully discharged, any fine, charge or other liability resulting from any noncompliance prior to the Closing relating to such reports. The Company has timely made the payment of all regulatory fees, contributions to the Universal Service Fund, the TRS Fund and all other such funds to which contributions are required by the FCC Rules, Industry Canada Rules or NPT Rules.
(e) Except for structures that do not require registration, each of the antenna structures used for the operation of the Company Licenses has been registered with the FCC, Industry Canada or the NPT by the Company or the licensee Subsidiary, or, in the case of structures where the Company or one of its Subsidiaries is the lessee, to the Knowledge of the Company by the lessor or an Affiliate of the lessor.
(f) All of the currently operating cell sites and microwave paths of the Company and its Subsidiaries, in respect of which a filing with the FCC, Industry Canada or the NPT was required, have been constructed and are currently operated in all respects as represented to the FCC, Industry Canada or the NPT in currently effective filings, and modifications to such cell sites and microwave paths have been preceded by the submission to the FCC, Industry Canada or the NPT of all required filings.
(g) All transmission towers owned or leased by the Company and its Subsidiaries party thereto, is in full force are obstruction-marked and effect and neither lighted by the Company, any Subsidiary thereof nor, Company or its Subsidiaries to the best knowledge extent required by, and in accordance with, the rules and regulations of the CompanyFederal Aviation Administration (the “FAA Rules”). Appropriate notification to the Federal Aviation Administration (the “FAA”) has been made for each transmission tower owned or leased by the Company and its Subsidiaries to the extent such notification is required to be made by the Company or a Subsidiary by, any of and in accordance with, the other parties theretoFAA Rules, is in default of any of each case, except as the provisions thereof failure to notify the FAA would not, individually or in any material respect except for any such default that could not the aggregate, reasonably be expected likely to have a Material Adverse Effect.
(iih) Schedule 7.1(w) hereto sets forthThere is no debt existing, as of outstanding or owing to the date hereofFCC, a true --------------- and complete list of Industry Canada, the following information for each Communications License issued NPT or any Governmental Entity with respect to the Company Licenses. No amounts are due and owing to the FCC, Industry Canada or any its Subsidiaries: (A) for all Communications Licenses, the name NPT by reason of the licenseeownership or operation pursuant to the Company Licenses and all fees and contributions required to be paid to the FCC, Industry Canada or the type NPT by the Company or its Subsidiaries with respect to the Company Licenses have been timely paid. No unjust enrichment penalties will be assessed by reason of service and the expiration dates; and (B) for each PUC Authorization only, application of Section 1.2111 of the geographic area covered by such PUC Authorization, FCC Rules to the services that may be provided thereunder and assignment of the expiration date, if anyAdditional Spectrum Assets to the holders of the Convertible Notes contemplated hereunder.
(iiii) No payments to the FCC or the United States Treasury for or with respect to any Company License, including annual regulatory fee payments for the Company Licenses assessed under Section 1.1152 of the FCC Rules are due or are overdue. There is no payment owed to the FCC, the United States Treasury, Industry Canada, the NPT or any other Governmental Entity with respect to any Company License.
(j) Neither the Company nor any Subsidiary of its Subsidiaries that provides wireless services in the United States provides or is authorized to provide local exchange or wireline services (other than wireless CMRS services).
(k) None of the Company Licenses have been modified in material violation of any Communications Law applicable thereto respect, including through disaggregation and/or partition, and there is no pending or planned application to modify any Company License.
(l) Other than the Competing Applications, the Ongoing WCS Rulemaking Proceedings, and Ongoing Canadian WCS Rulemaking Proceedings, no Company License is subject to a condition or situation that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for place such conditions as are generally applicable to holders Company License at risk of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination cancellation, termination, modification, non-renewal, suspension or adverse modification of any such Communications License or forfeiture.
(Bm) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason provided through the Data Room to believe Parent summaries of all written and has no knowledge that Communications Licenses will not be approved oral correspondence with Competing Parties and copies of all written correspondence relating to or renewed, as applicable, in the ordinary coursewith Competing Parties with respect to Company Licenses.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (ia) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge As of the CompanyClosing Date, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(ii) Schedule 7.1(w) hereto 5.19 sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications License issued to or utilized by the Company Loan Parties or any its their respective Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC AuthorizationLicense. Other than as set forth in Schedule 5.19, each License is held by a Loan Party or a wholly-owned, Domestic Subsidiary of a Loan Party whose Equity Interests are subject to a Prior Security Interest in favor of the services that may be provided thereunder Administrative Agent, on behalf of itself and the expiration dateother Secured Parties, if anypursuant to the Security Agreement.
(iiib) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- conditions, except for such conditions as are generally applicable to holders of such Licenses. Each Loan Party or Subsidiary of a Loan Party has all requisite power and authority required under the Communications Act and PUC Laws to hold the Licenses and except to own and operate the Communications Systems. The Licenses constitute in all material respects all of the Licenses necessary for the operation of the Communications Systems in the same manner as set forth on such Scheduleit is presently conducted. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the suspension, revocation, or termination or adverse modification of any such Communications License or (Bii) materially and adversely affect any rights of the Company Loan Parties or any of its their respective Subsidiaries thereunder. The Company has no reason to believe and has no Neither the Loan Parties nor any of their Subsidiaries have actual knowledge that Communications Licenses any License will not be approved or renewed, as applicable, renewed in the ordinary course. Neither the Loan Parties nor any of their respective Subsidiaries are a party to any investigation, notice of apparent liability, notice of violation, order or complaint issued by or before the FCC, PUC or any applicable Governmental Authority with respect to a License, and there are no proceedings pending by or before the FCC, PUC or any applicable Governmental Authority which would reasonably be expected to adversely affect the validity of any License.
(ivc) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Loan Parties or their respective Subsidiaries are, and (to the best knowledge of the CompanyLoan Parties and their Subsidiaries) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone telecommunications companies and customers.
(vd) The Company Each of the Loan Parties and each of its their respective Subsidiaries have has made all material filings which are required to be filed by it, paid all material franchise, license or other fees and charges related to the Licenses or which have become due pursuant to any authorization, consent, approval or license of, or registration or filing with, any Governmental Approval Authority in respect of their its business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Samples: Credit Agreement (Otelco Inc.)
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications Franchise and License issued to the Company or any utilized by Borrower and its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified Other than as set forth on Schedule 7.1(w) hereto 5.13(B), the Franchises and the Licenses are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses Franchise and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications Franchise and such License or (Bii) materially and adversely affect any rights of the Company Borrower or any of its Subsidiaries thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications Licenses any Franchise or any License will not be approved or renewed, as applicable, renewed in the ordinary course. Neither Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any applicable Governmental Authority, and there are no proceedings pending by or before the FCC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any Franchise or any License.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company Borrower and its Subsidiaries are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Franchises and the Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone telecommunications companies and customers.
(vD) The Company Borrower and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of its and their business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.. Credit Agreement/Atlantic Tele-Network, Inc.
Appears in 1 contract
Communications Regulatory Matters. (ia) Each Network Agreement has been duly executed and delivered by Except as set forth on Schedule 2.18(a)(i) of the Disclosure Letter, the Company and its Subsidiaries party theretohave all licenses, Permits, certificates, franchises, consents, waivers, registrations or other regulatory authorizations from each Governmental Entity that regulates telecommunications in each applicable jurisdiction required for the conduct of the Company's business as presently conducted, including, without limitation, (i) the FCC (together with any renewals, extensions or modifications thereof and any additions thereto made as of the Closing Date, the "FCC Licenses"); (ii) the State PUCs (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "State Licenses"); and (iii) the appropriate foreign Governmental Entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the "Foreign Licenses"), except, in each of clauses (i-iii), where the failure to have such licenses would not be material to the Company, taken as a whole. The FCC Licenses, State Licenses and Foreign Licenses are hereafter collectively referred to as the "Communications Licenses." All of the Communications Licenses held as of the date of this Agreement are set forth on Schedule 2.18(a)(ii) of the Disclosure Letter.
(b) Each of the Communications Licenses was duly issued, is valid and in full force and effect and neither the Companyeffect, any Subsidiary thereof norhas not been suspended, to the best knowledge of the Companycanceled, any of the other parties thereto, is in default of any of the provisions thereof revoked or modified in any material respect except for any materially adverse manner and is not subject to conditions or requirements that are not generally imposed on such default that could not authorizations, except, in each case, which would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.
(c) Each holder of a Communications License (i) has operated in compliance with all terms thereof in all material respects, including all system build-out requirements; and (ii) Schedule 7.1(w) hereto sets forthis in all material respects in compliance with, and the conduct of its business has been and is in compliance with, the Communications Act and any other applicable Law in all material respects, and each such holder has materially complied with all requirements to file all registrations, statements, documents and reports and paid all fees required by the Communications Act and any other applicable Law except, in each case, as would not be material to the Company, taken as a whole. There is no pending or, to the Knowledge of the date hereofCompany, a true --------------- and complete list threatened action by or before the FCC, any State PUC, or any foreign Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licenseeand, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and Schedule 2.18(c) of the Disclosure Letter, there is continuing which could reasonably be expected not now any issued, outstanding or, to (A) result in the imposition Knowledge of a material forfeiture the Company, threatened, notice by the FCC, any State PUC, or the revocation, termination or adverse modification any foreign Governmental Entity of any such Communications License violation or complaint, or any application, complaint, or proceeding (Bother than applications, proceedings, or complaints that generally affect the Company's industry as a whole) materially and adversely affect any rights relating to the business or operations of the Company or any Subsidiary. To the Knowledge of its Subsidiaries thereunder. The the Company, no Person has asserted in writing to a Governmental Entity that any Communications License should be modified or revoked, or that the Company or any Subsidiary is not in material compliance with any Communications License.
(d) Except as set forth in Schedule 2.18(d) of the Disclosure Letter, to the Knowledge of the Company (after the exercise of reasonable internal inquiry), no event has no reason to believe and has no knowledge that occurred which permits the revocation or termination of any of the Communications Licenses will not be approved or renewedthe imposition of any restriction thereon, as applicable, or that would prevent any of the Communications Licenses from being renewed on a routine basis or in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party respective parties thereto, is in full force and effect and neither the Companyno Borrower, any Subsidiary thereof nor, to the best knowledge of the CompanyBorrowers, any of the other parties thereto, is in default of any of the material provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effectthereof.
(ii) Schedule 7.1(w6.1(w) hereto sets forth, as of the date hereofClosing Date, a true --------------- and complete list of the following information for each Communications License or PUC Authorization issued to the Company any Borrower or any its SubsidiariesSubsidiary thereof: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization onlyAuthorization, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company No Borrower nor any Subsidiary thereof is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effectthereto. The As of the Closing Date, the Communications Licenses and PUC Authorizations specified on Schedule 7.1(w6.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such SchedulePUC Authorizations. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or PUC Authorization or (B) materially and adversely affect any rights of the Company any Borrower or any of its Subsidiaries thereunderSubsidiary thereof. The Company has Borrowers have no reason to believe and has have no knowledge that Communications Licenses and PUC Authorizations will not be approved or renewed, as applicable, renewed in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company any Borrower and its Subsidiaries any Subsidiary thereof are, and (to the best knowledge of the Company) Borrowers, all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all material terms and conditions of the Communications Licenses and PUC Authorizations and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company Each Borrower and each of its Subsidiaries Subsidiary thereof have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business (or are contesting the same in good faith after establishing appropriate reserves required by GAAP) and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications License issued to the Company Borrower or any of its Restricted Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (Bii) materially and adversely affect any rights of the Company Borrower or any of its Restricted Subsidiaries thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications any Licenses will not be approved or renewed, as applicable, renewed in the ordinary course, except that all of the Licenses are subject to revocation if LA Unwired fails to meet required build-out requirements due to obligations to Sprint pursuant to the Sprint Agreements to use Sprint spectrum. Neither Borrower nor any of its Restricted Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC, and there are no proceedings pending by or before the FCC which could in any manner threaten or adversely affect the validity of any License.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company Borrower and its Restricted Subsidiaries are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms Credit Agreement/US Unwired Inc. and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(vD) The Company Each of Borrower and each of its Restricted Subsidiaries have has paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their its business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Samples: Credit Agreement (Us Unwired Inc)
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications License issued to the Company each Borrower or any its material Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (Bii) materially and adversely affect any rights of the Company any Borrower or its Subsidiaries or any of its Subsidiaries other holder thereunder, except, in each case, where such results could not reasonably be expected to have a Material Adverse Effect. The Company No Borrower has no any reason to believe and has no knowledge that Communications Licenses any License will not be approved or renewed, as applicable, renewed in the ordinary course. No Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, 27 38 Credit Agreement/CT Communications order or complaint issued by or before the FCC, and there are no proceedings pending by or before the FCC which could in any manner threaten or adversely affect the validity of any License.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and each Borrower or its Subsidiaries that are material to the operations of CT on a consolidated basis are, and (to the best knowledge of the Companysuch Borrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(vD) The Company Each Borrower and each of its Subsidiaries have has paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their its business except where the failure to make such payments could not reasonably be expected to have a Material Adverse Effect and have has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iia) Schedule 7.1(w) 3.16 hereto sets forth, as of the date hereofEffective Date, a true --------------- and complete list of the following information for each Communications License issued to the Company or any its SubsidiariesCredit Party: (Ai) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (Bii) for each PUC Authorization onlyAuthorization, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iiib) Neither the Company nor any Subsidiary No Credit Party is in material violation of any Communications Law applicable thereto thereto, except to the extent that violations, in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) 3.16 hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing in respect of such Communications Licenses which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunderMaterial Adverse Effect. The Company has no reason to believe and has no knowledge that any Communications Licenses will not be approved or renewed, as applicable, in the ordinary course.
(ivc) All of the Network Facilities and other material properties, equipment and systems owned, owned or leased or managed by the Company and its Subsidiaries any Credit Party are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers, except to the extent that failures to be in such condition or compliance, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(vd) The Company and each of its Subsidiaries have Each Credit Party has paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.by
Appears in 1 contract
Communications Regulatory Matters. (a) Except as set forth in Schedule 3.13(a)(i), each of the Companies or their respective Subsidiaries has all permits, licenses, variances, exemptions, waivers, orders, approvals, concessions, registrations and other authorizations issued or provided by each Governmental Entity that regulates telecommunications in each applicable jurisdiction (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, “Communications Licenses”), including (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
FCC; (ii) Schedule 7.1(w) hereto sets forththe State PUCs, as applicable (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications LicensesClosing Date, the name of the licensee, the type of service and the expiration dates“State Licenses”); and (Biii) for each PUC Authorization onlyall permits, licenses, franchises, approvals, rights-of-way or other authorizations issued or provided by the appropriate municipal governmental entities (together with any renewals, extensions, or modifications thereof and any additions thereto made as of the Closing Date, the geographic area covered by such PUC Authorization“Local Authorizations” together with the Communications, the services that may be provided thereunder Licenses and the expiration date, if any.
(iii) Neither State Licenses the Company nor “Regulatory Permits”); in each case that are required for the conduct of the Business and to the extent that any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected failure to hold such Regulatory Permits would not have a Material Adverse Effect. The Schedule 3.13(a)(ii) sets forth a true, correct and complete list of all of the Communications Licenses specified on and correctly specifies the expiration date of each Communications License in effect as of the Agreement Date. No Company is required to obtain or hold in its own name any Communication Licenses in order for its Subsidiaries to conduct business as presently conducted.
(b) Except as set forth in Schedule 7.1(w) hereto are 3.13(b), each of the Communications Licenses was duly issued, is valid and in full force and effect without effect, has not been suspended, canceled, revoked or modified in any materially adverse manner and is not subject to conditions --------------- except for or requirements that are not generally imposed on such conditions authorizations.
(c) Except as are generally set forth in Schedule 3.13(c), (i) each holder of a Communications License is in material compliance with, and the conduct of its business has been and is in material compliance with, the terms of the Communications Licenses, the Communications Act, and any applicable Communications Laws; (ii) each such holder has timely filed all material registrations and reports that were due to holders be filed in the three years prior to the execution of this Agreement, including any renewal applications, required by the Communications Act, or any other applicable Communications Laws, and all such registrations and reports were true and correct in all material respects; and (iii) each such holder has paid all amounts owed to the FCC, any State PUC or any municipal Governmental Entity in connection with the grant and maintenance of the good standing of the Communications Licenses and except no further amounts are currently due to the FCC, any State PUC or any municipal Governmental Entity. Except as set forth on such Schedule. No event has occurred and in Schedule 3.13(c), (x) there is continuing which could reasonably be expected no pending or, to the Knowledge of Seller, any threatened action by or before the FCC, any State PUC, or any municipal Governmental Entity to revoke, cancel, suspend, modify or refuse to renew any material Communications License, (Ay) result in there is not now issued, outstanding or, to the imposition Knowledge of a Seller, threatened, any notice by the FCC, any State PUC, or any municipal Governmental Entity, any material forfeiture violation or complaint, or any application, complaint, or proceeding (other than applications, proceedings, or complaints that generally affect the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights industry of the applicable Company or any of its Subsidiaries thereunder. The Company has no reason as a whole) relating to believe and has no knowledge that Communications Licenses will not be approved the Business or renewed, as applicable, in the ordinary course.
(iv) All operations of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the applicable Company and its Subsidiaries areSubsidiaries, and (z) to the best knowledge Knowledge of the Company) all such propertySeller, equipment and systems no Person has asserted in writing to a Governmental Entity that any material Communications License should be acquired modified or added in connection with revoked, or that any contemplated system expansion Company or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be Subsidiary is not in material compliance with any Communications License.
(d) Without limiting the foregoing, each Subsidiary (i) complies in all material respects with the requirements of the Communications Assistance for Law Enforcement Act (“CALEA”), 47 U.S.C. Sec. 1001 et seq. and the implementing rules of the FCC; (ii) is capable of providing enhanced 911 service in material compliance with 47 U.S.C. Sec.251(e)(3) and the implementing rules of the FCC and FCC policies thereunder; and (iii) currently is a party to and is in material compliance with any and all necessary pole sharing, conduit occupancy or similar agreements and is currently in material compliance with any and all Laws of the FCC, any State PUC, or any municipal Governmental Entity with regard to the placement and/or spacing of telephone lines.
(e) The regulatory tariffs applicable to the Company and each Subsidiary stand in full force and effect in accordance with their terms, and there is no outstanding notice of suspension, cancellation or termination or, to the Knowledge of Seller, any threatened suspension, cancellation or termination in connection therewith. None of the Companies nor any Subsidiary is subject to any restrictions or conditions applicable to its regulatory tariffs that limit or would materially limit the operations of the Companies or the Subsidiaries (other than restrictions or conditions generally applicable to tariffs of that type). To the extent that regulatory approvals are required under the Communications Laws, each such tariff has been duly and validly approved by the appropriate regulatory agency. None of the Companies nor any Subsidiary is in violation under the terms and conditions of the Communications Licenses any such tariff, and all material standards there is no basis for any claim of violation by any Company or rules imposed by applicable Communications Law and any Governmental Authority or as imposed Subsidiary under any agreements with telephone companies and customerssuch tariff.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications Franchise and License issued to the Company or any utilized by Borrower and its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified Other than as set forth on Schedule 7.1(w) hereto 5.13(B), the Franchises and the Licenses are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses Franchise and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications Franchise and such License or (Bii) materially and adversely affect any rights of the Company Borrower or any of its Subsidiaries thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications Licenses any Franchise or any License will not be approved or renewed, as applicable, renewed in the ordinary course. Neither Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any applicable Governmental Authority, and there are no proceedings pending by or before the FCC or any applicable Governmental Authority which could in any manner threaten or adversely affect the validity of any Franchise or any License.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company Borrower and its Subsidiaries are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Franchises and the Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone telecommunications companies and customers.
(vD) The Company Borrower and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of its and their business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications License issued to the Company Borrower or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and service, the expiration dates; date and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (Bii) materially and adversely affect any rights of the Company Borrower or its Subsidiaries or any of its Subsidiaries other holder thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications Licenses any License will not be approved or renewed, as applicable, renewed in the ordinary course. Neither Borrower nor any of its Subsidiaries is a party to any investigation, notice of violation, order or complaint issued by or before the FCC, and there are no proceedings pending by or before the FCC which could in any manner threaten or adversely affect the validity of any License.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and Borrower or its Subsidiaries are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(vD) The Company Borrower and each of its Subsidiaries have has paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval Approval, including the Licenses, in respect of their its business and have has made appropriate provision as is to the extent required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(iiA) Schedule 7.1(w5.13(A) hereto sets forth, as of the date hereof, forth a true --------------- and complete list of the following information for each Communications License issued to the Company or any used by Borrower or its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, ; the type of service and service; the expiration datesdate; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if anyLicense.
(iiiB) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such ScheduleLicenses. No event has occurred and is continuing which could reasonably be expected to (Ai) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (Bii) materially and adversely affect any rights of the Company Borrower or its Subsidiaries or any of its Subsidiaries other holder thereunder. The Company Borrower has no reason to believe and has no knowledge that Communications Licenses any License will not be approved or renewed, as applicable, renewed in the ordinary course. Neither Borrower nor any of its Subsidiaries, nor, to Borrower’s knowledge, the XxXxxx Entities, is a party to any investigation, notice of violation, order or complaint issued by or before the FCC or any PUC, and there are no proceedings pending by or before the FCC or any PUC which could in any manner threaten or adversely affect the validity of any License or the right of the XxXxxx Entities to transfer such Licenses.
(ivC) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and Borrower or its Subsidiaries are, and (to the best knowledge of the CompanyBorrower) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(vD) The Company Each of Borrower and each of its Subsidiaries have has paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their its business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Samples: Credit Agreement
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(ii) Schedule 7.1(wSCHEDULE 7.1(W) hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses specified on Schedule 7.1(wSCHEDULE 7.1(W) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company or any of its Subsidiaries thereunder. The Company has no reason to believe and has no knowledge that Communications Licenses will not be approved or renewed, as applicable, in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party respective parties thereto, is in full force and effect and neither the CompanyBorrowers, any Subsidiary thereof nor, to the best knowledge of the CompanyBorrowers, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effectrespect.
(ii) Schedule 7.1(wSCHEDULE 5.1(V) hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License or PUC Authorization issued to the Company ACC or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization onlyAuthorization, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iii) Neither the Company nor any Subsidiary is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effect. The Communications Licenses and PUC Authorizations specified on Schedule 7.1(wSCHEDULE 5.1(V) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such SchedulePUC Authorizations. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or PUC Authorization or (B) materially and adversely affect any rights of the Company ACC or any of its Subsidiaries thereunder. The Company ACC has no reason to believe and has no knowledge that Communications Licenses and PUC Authorizations will not be approved or renewed, as applicable, renewed in the ordinary course.
(iv) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company ACC and its Subsidiaries are, and (to the best knowledge of the CompanyACC) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all terms and conditions of the Communications Licenses and PUC Authorizations and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(v) The Company ACC and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their its business and have has made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
Appears in 1 contract
Samples: Credit Agreement (Acc Corp)
Communications Regulatory Matters. (i) Each Network Agreement has been duly executed and delivered by the Company and its Subsidiaries party thereto, is in full force and effect and neither the Company, any Subsidiary thereof nor, to the best knowledge of the Company, any of the other parties thereto, is in default of any of the provisions thereof in any material respect except for any such default that could not reasonably be expected to have a Material Adverse Effect.
(ii) Schedule 7.1(w5.1(w) hereto sets forth, as of the date hereof, a true --------------- and complete list of the following information for each Communications License issued to the Company any Credit Party or any its Subsidiaries: (A) for all Communications Licenses, the name of the licensee, the type of service and the expiration dates; and (B) for each PUC Authorization only, the geographic area covered by such PUC Authorization, the services that may be provided thereunder and the expiration date, if any.
(iiiii) Neither the Company any Credit Party nor any Subsidiary thereof is in material violation of any Communications Law applicable thereto that could reasonably be expected to have a Material Adverse Effectthereto. The Communications Licenses specified on Schedule 7.1(w5.1(w) hereto are valid and in full force and effect without conditions --------------- except for such conditions as are generally applicable to holders of such Communications Licenses and except as set forth on such Schedule. No event has occurred and is continuing which could reasonably be expected to (A) result in the imposition of a material forfeiture or the revocation, termination or adverse modification of any such Communications License or (B) materially and adversely affect any rights of the Company any Credit Party or any of its Subsidiaries thereunder. The Company No Credit Party has no any reason to believe and has no knowledge that the Communications Licenses of such Credit Party or its Subsidiaries will not be approved or renewed, as applicable, in the ordinary course.
(iviii) All of the Network Facilities and other material properties, equipment and systems owned, leased or managed by the Company and any Credit Party or any of its Subsidiaries are, and (to the best knowledge of the Company) all such property, equipment and systems to be acquired or added in connection with any contemplated system expansion or construction will be, are in good repair, working order and condition (reasonable wear and tear excepted) and are and will be in material compliance with all material terms and conditions of the Communications Licenses and all material standards or rules imposed by applicable Communications Law and any Governmental Authority or as imposed under any agreements with telephone companies and customers.
(viv) The Company Each Credit Party and each of its Subsidiaries have paid all material franchise, license or other fees and charges which have become due pursuant to any Governmental Approval in respect of their business and have made appropriate provision as is required by GAAP for any such fees and charges which have accrued.
(v) To the best of Credit Parties' knowledge, each PCS License required to operate the Network has been obtained by and duly issued to SprintCom, Inc. and/or its Affiliates by the FCC or other relevant Governmental Authority is in full force and effect and there are no grounds for any revocation, early termination or suspension of, or similar action with respect to, any PCS License.
Appears in 1 contract
Samples: Credit Agreement (Horizon Personal Communications Inc)
