Common use of Compliance with Applicable Laws; Regulatory Matters Clause in Contracts

Compliance with Applicable Laws; Regulatory Matters. (a) Parent and each of its material Subsidiaries is, and since January 1, 2004 the business of Parent has been operated, in compliance in all material respects with all material Requirements of Law. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, since January 1, 2004, Parent has not received any written, or, to the Knowledge of Parent, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority that alleges any noncompliance (or that Parent is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the business of Parent and its material subsidiaries. (b) (i) Parent and/or the subsidiaries of Parent hold all Permits that are required in order to conduct the Parent’s business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits are in full force and effect and are not subject to any suspension, cancellation, modification, revocation or any proceedings or investigations related thereto, and, to the knowledge of Parent, no such suspension, cancellation, modification, revocation, proceeding or investigation is threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iii) no subsidiary of Parent is in default, and no condition exists that with notice or lapse of time or otherwise would constitute a default, under any such Permit that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (c) Neither Parent nor the subsidiaries of Parent has received notice from any regulatory agency or authority asserting noncompliance with any applicable Requirement of Law, regulation, order or Permit which assertion has had or could have a Material Adverse Effect. There is no material order of a Governmental Authority against Parent or any subsidiary of Parent outstanding or threatened. Except for routine examinations by regulatory agencies and authorities, no investigation by any regulatory authority with respect to Parent or any Subsidiary of Parent is pending. (d) Parent and each subsidiary of Parent have filed all material reports and other material filings required to be filed under the rules and regulations of all state and federal regulatory agencies having jurisdiction over it. (e) Neither Parent nor any Subsidiary of Parent is a party to any cease and desist order, written agreement or memorandum of understanding with, or a party to any commitment letter or similar written undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from any regulatory agency or authority nor has it been advised by any regulatory agency or authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar written understanding. (f) The business of the Parent and its subsidiaries as currently conducted is not subject to or bound by any Requirement of Law (other than Requirements of Law imposed on similarly situated broker-dealers) that restricts the Parent’s or any subsidiary’s business or relates to its or their capital adequacy, credit policies or its management of the Parent’s or any subsidiary’s business.

Compliance with Applicable Laws; Regulatory Matters. Except for environmental matters, which are addressed in Section 2.2(n), CPA16 and the CPA16 Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (a) Parent the “CPA16 Permits”), except where the failure so to hold such CPA16 Permits, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect. CPA16 and each of its material the CPA16 Subsidiaries is, and since January 1, 2004 the business of Parent has been operated, are in compliance with the terms of the CPA16 Permits, except where the failure to so comply, individually or in all material respects with all material Requirements of Lawthe aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect. Except as disclosed in the CPA16 SEC Documents, the businesses of CPA16 and the CPA16 Subsidiaries are not being conducted in violation of any Law, except for violations which, individually or in the aggregate, would notnot reasonably be expected to have a CPA16 Material Adverse Effect. No investigation or review by any Governmental Entity with respect to CPA16 or any CPA16 Subsidiary is pending or, to CPA16’s Knowledge, threatened, other than those the outcome of which, individually or in the aggregate, would not reasonably be expected to have a CPA16 Material Adverse Effect. Neither CPA16 nor any CPA16 Subsidiary is subject to any order, writ, injunction, decree, statute, rule or regulation that would, individually or in the aggregate, reasonably be expected to have a CPA16 Material Adverse Effect, since January 1, 2004, Parent has not received any written, or, to the Knowledge of Parent, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority that alleges any noncompliance (or that Parent . Neither CPA16 nor Merger Sub is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the business of Parent and its material subsidiaries. (b) (i) Parent and/or the subsidiaries of Parent hold all Permits that are required in order to conduct the Parent’s business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits are in full force and effect and are not subject to any suspensionjudgment, cancellationdecree, modificationinjunction, revocation rule or order of any proceedings Governmental Entity that prohibits or investigations related thereto, and, to the knowledge of Parent, no such suspension, cancellation, modification, revocation, proceeding or investigation is threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iii) no subsidiary of Parent is in default, and no condition exists that with notice or lapse of time or otherwise would constitute a default, under prohibit any such Permit that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (c) Neither Parent nor the subsidiaries of Parent has received notice from any regulatory agency or authority asserting noncompliance with any applicable Requirement of Law, regulation, order or Permit which assertion has had or could have a Material Adverse Effect. There is no material order of a Governmental Authority against Parent or any subsidiary of Parent outstanding or threatened. Except for routine examinations by regulatory agencies and authorities, no investigation by any regulatory authority with respect to Parent or any Subsidiary of Parent is pending. (d) Parent and each subsidiary of Parent have filed all material reports and other material filings required to be filed under the rules and regulations of all state and federal regulatory agencies having jurisdiction over it. (e) Neither Parent nor any Subsidiary of Parent is a party to any cease and desist order, written agreement or memorandum of understanding with, or a party to any commitment letter or similar written undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from any regulatory agency or authority nor has it been advised by any regulatory agency or authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar written understanding. (f) The business of the Parent and its subsidiaries as currently conducted is not subject transactions contemplated hereby. Neither CPA16 nor Merger Sub has taken any action, nor have any other steps been taken or have any legal proceedings been commenced, nor to the Knowledge of CPA16, threatened, against CPA16 or bound by any Requirement Merger Sub, for the winding up, liquidation or dissolution of Law (other than Requirements of Law imposed on similarly situated broker-dealers) that restricts the Parent’s CPA16 or any subsidiary’s business or relates to its or their capital adequacy, credit policies or its management of the Parent’s or any subsidiary’s businessMerger Sub.

Compliance with Applicable Laws; Regulatory Matters. CCI, the Consolidated Subsidiaries, the CCI Affiliates which hold FCC Licenses for which CCI serves (apursuant to contract or otherwise) Parent as managing agent (the "Managed Affiliates"), the partnerships which hold FCC licenses to operate cellular telephone systems ("FCC Licenses") for which a Consolidated Subsidiary is the managing or majority general partner (the "General Partner Licensees") and, to the knowledge of CCI, the CCI Affiliates for which CCI does not serve as managing agent (the "Nonmanaged Affiliates") and the partnerships which hold FCC Licenses for which Consolidated Subsidiaries are non-managing general partners or are limited partners (the "Limited Partner Licensees") hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of CCI, taken as a whole (the "CCI Permits"). CCI, the Consolidated Subsidiaries, the Managed Affiliates, the General Partner Licensees and, to the knowledge of CCI, the Nonmanaged Affiliates and the Limited Partner Licensees are in compliance with the terms of the CCI Permits, except where the failure so to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on CCI or to prevent or materially delay the performance of this Agreement by CCI. Except as disclosed in the CCI SEC Reports, the businesses of CCI, the Consolidated Subsidiaries, the Managed Affiliates, the General Partner Licensees and, to the knowledge of CCI, the Nonmanaged Affiliates and the Limited Partner Licensees are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on CCI or to prevent or materially delay the performance of this Agreement by CCI. As of the date of this Agreement, no investigation (other than with respect to Taxes) by any Governmental Entity with respect to CCI or any of the Consolidated Subsidiaries, the Managed Affiliates, the General Partner Licensees and, to the knowledge of CCI, the Nonmanaged Affiliates and the Limited Partner Licensees is pending or, to the knowledge of CCI, threatened, other than investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on CCI or to prevent or materially delay the performance of this Agreement by CCI. CCI and each of its material Subsidiaries isthe Consolidated Subsidiaries, the Managed Affiliates, the General Partner Licensees and, to the knowledge of CCI, the Nonmanaged Affiliates and the Limited Partner Licensees have filed with all applicable Governmental Entities all forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and since January 1, 2004 the business of Parent has been operated, in compliance in all material respects each such filing complied with all material Requirements of Law. Except as would applicable laws, rules and regulations, except for such nonfiling or noncompliance which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on CCI or to prevent or materially delay the performance of this Agreement by CCI. Set forth in Section 3.1(f) of the CCI Disclosure Schedule is a true and complete list of all cellular FCC Licenses held by CCI, since January 1any Consolidated Subsidiary, 2004, Parent has not received any written, or, to the Knowledge of Parent, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority that alleges any noncompliance (or that Parent is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the business of Parent and its material subsidiaries. (b) (i) Parent and/or the subsidiaries of Parent hold all Permits that are required in order to conduct the Parent’s business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits are in full force and effect and are not subject to any suspension, cancellation, modification, revocation or any proceedings or investigations related thereto, and, to the knowledge of Parent, no such suspension, cancellation, modification, revocation, proceeding or investigation is threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iii) no subsidiary of Parent is in default, and no condition exists that with notice or lapse of time or otherwise would constitute a default, under any such Permit that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse EffectManaged Affiliate. (c) Neither Parent nor the subsidiaries of Parent has received notice from any regulatory agency or authority asserting noncompliance with any applicable Requirement of Law, regulation, order or Permit which assertion has had or could have a Material Adverse Effect. There is no material order of a Governmental Authority against Parent or any subsidiary of Parent outstanding or threatened. Except for routine examinations by regulatory agencies and authorities, no investigation by any regulatory authority with respect to Parent or any Subsidiary of Parent is pending. (d) Parent and each subsidiary of Parent have filed all material reports and other material filings required to be filed under the rules and regulations of all state and federal regulatory agencies having jurisdiction over it. (e) Neither Parent nor any Subsidiary of Parent is a party to any cease and desist order, written agreement or memorandum of understanding with, or a party to any commitment letter or similar written undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from any regulatory agency or authority nor has it been advised by any regulatory agency or authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar written understanding. (f) The business of the Parent and its subsidiaries as currently conducted is not subject to or bound by any Requirement of Law (other than Requirements of Law imposed on similarly situated broker-dealers) that restricts the Parent’s or any subsidiary’s business or relates to its or their capital adequacy, credit policies or its management of the Parent’s or any subsidiary’s business.

Compliance with Applicable Laws; Regulatory Matters. (a) The Parent and each its Significant Subsidiaries hold all required permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of its material Subsidiaries isall Governmental Entities (the "Parent Permits"), and since January 1, 2004 except where the business of Parent has been operated, in compliance in all material respects with all material Requirements of Law. Except as would notfailure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, since January 1, 2004, Parent has not received any written, or, to the Knowledge of Effect on Parent, oral notice from (and otherwise does not have any Knowledge of) any Governmental Authority that alleges any noncompliance (or that Parent is under any investigation by any such Governmental Authority for such alleged noncompliance) with any Requirement of Law relating to the business of . The Parent and its material subsidiaries. (b) (i) Parent and/or the subsidiaries of Parent hold all Permits that are required in order to conduct the Parent’s business in the manner presently conducted under and pursuant to all Requirements of Law in all material respects; (ii) all such Permits Significant Subsidiaries are in full force and effect and are not subject compliance with the terms of the Parent Permits, except where the failure so to any suspension, cancellation, modification, revocation or any proceedings or investigations related thereto, and, to the knowledge of Parent, no such suspension, cancellation, modification, revocation, proceeding or investigation is threatened, nor do facts exist which would reasonably form the basis for any such suspension, cancellation, modification, revocation, proceeding or investigation thatcomply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect; and (iii) no subsidiary Effect on Parent. Except as disclosed in Parent SEC Reports, the businesses of Parent is and its Significant Subsidiaries are not being and have not been conducted in defaultviolation of any law, and no condition exists that with notice ordinance, regulation, judgment, decree, injunction, rule or lapse order of time or otherwise would constitute a defaultany Governmental Entity, under any such Permit thatexcept for violations which, individually or in the aggregate, would could not reasonably be expected to have a Parent Material Adverse Effect. (c) Neither Effect on Parent and since December 31, 1997, neither Parent nor the subsidiaries any of Parent its Significant Subsidiaries has received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any regulatory agency Governmental Entity, alleging (A) any violation of any Parent Permit or authority asserting noncompliance with (B) that Parent or any applicable Requirement of Lawits Significant Subsidiaries requires any Parent Permit required for its business that is not currently held by it, regulationexcept which, order individually or Permit which assertion has had or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect on Parent. There is no material order To the knowledge of a Governmental Authority against Parent or any subsidiary of Parent outstanding or threatened. Except for routine examinations by regulatory agencies and authoritiesParent, no investigation by any regulatory authority Governmental Entity with respect to Parent or any Subsidiary of Parent its Significant Subsidiaries is pending. (d) Parent and each subsidiary of Parent have filed all material reports and other material filings required to be filed under the rules and regulations of all state and federal regulatory agencies having jurisdiction over it. (e) Neither Parent nor any Subsidiary of Parent is a party to any cease and desist orderpending or threatened, written agreement or memorandum of understanding with, or a party to any commitment letter or similar written undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from any regulatory agency or authority nor has it been advised by any regulatory agency or authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, directive, written agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar written understanding. (f) The business of the Parent and its subsidiaries as currently conducted is not subject to or bound by any Requirement of Law (other than Requirements of Law imposed investigations which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on similarly situated broker-dealers) that restricts the Parent’s or any subsidiary’s business or relates to its or their capital adequacy, credit policies or its management of the Parent’s or any subsidiary’s business.