Common use of Control of Facilities Clause in Contracts

Control of Facilities. Notwithstanding any other provision of this Agreement, WinStar has and shall at all times continue to retain control over all FCC licenses, equipment and facilities subject to this Agreement and shall have, at all times, required access to all of the equipment and facilities installed by it pursuant to this Agreement. In exercising this control, WinStar will not disturb or interfere with the Xxxxxxxx T-1s without good cause, such as a request from the FCC to shut down interfering transmissions, emergency service restoration or correction of other technical problems. WinStar shall provide Xxxxxxxx with as much prior notice as is reasonably practicable in the case of emergency disruptions of the Wireless Fiber Connectivity. WinStar shall, with the reasonable cooperation and assistance of Xxxxxxxx, (i) operate its business in all material respects in accordance with the terms of the Governmental Authorizations and (ii) maintain the validity of the Governmental Authorizations. WinStar agrees to provide Xxxxxxxx with notice in the event matters come to WinStar's attention that could materially prevent it from meeting its obligations under this Agreement. In this regard, WinStar and Xxxxxxxx further agree as follows: (a) Xxxxxxxx shall not represent itself as the holder of any FCC licenses issued to WinStar. (b) Any communications by either Party with the FCC regarding the subject matter of this Agreement shall require the other's prior written approval. (c) Neither WinStar nor Xxxxxxxx shall represent itself as the legal representative of the other before the FCC or any state regulatory body. Except as otherwise required by law, all filings made before regulatory bodies with respect to WinStar's license or the services provided hereunder shall be made by and in the name of WinStar. WinStar and Xxxxxxxx will cooperate with each other with respect to regulatory matters concerning WinStar's licenses and the services provided pursuant to this Agreement; provided, however, this will not relieve WinStar from complying with the Governmental Authorizations. (d) Nothing in this Agreement is intended to diminish or restrict WinStar's obligations as an FCC licensee and both Parties desire that this Agreement be in full compliance with the rules and regulations of the FCC and any state or local jurisdiction. If the FCC or any state regulatory body of competent jurisdiction determines that any provision of this Agreement violates any applicable rules, policies or regulations, both Parties shall bear their respective Pro Rata Share of costs to immediately bring this Agreement into compliance, consistent with the intent of this Agreement. (e) It is expressly understood by WinStar and Xxxxxxxx that nothing in this Agreement is intended to give to Xxxxxxxx any right that would be deemed to constitute a transfer of control (as "control" is defined in the Communications Act of 1934, as amended, or any applicable FCC rules or case law) of one or more of WinStar's licenses from WinStar to Xxxxxxxx.

Control of Facilities. Notwithstanding any other provision of this Agreement, WinStar has and shall at all times continue to retain control over all FCC licenses, equipment and facilities subject to this Agreement and shall have, at all times, required access to all of the equipment and facilities installed by it pursuant to this Agreement. In exercising this control, WinStar will not disturb or interfere with the Xxxxxxxx T-1s Willxxxx X-0s without good cause, such as a request from the FCC to shut down interfering transmissions, emergency service restoration or correction of other technical problems. WinStar shall provide Xxxxxxxx with Willxxxx xxxh as much prior notice as is reasonably practicable in the case of emergency disruptions of the Wireless Fiber Connectivity. WinStar shall, with the reasonable cooperation and assistance of XxxxxxxxWillxxxx, (ix) operate its business in all material respects in accordance with the terms of the Governmental Authorizations and (ii) maintain the validity of the Governmental Authorizations. WinStar agrees to provide Xxxxxxxx with Willxxxx xxxh notice in the event matters come to WinStar's attention that could materially prevent it from meeting its obligations under this Agreement. In this regard, WinStar and Xxxxxxxx further Willxxxx xxxther agree as follows: (a) Xxxxxxxx shall Willxxxx xxxll not represent itself as the holder of any FCC licenses issued to WinStar. (b) Any communications by either Party with the FCC regarding the subject matter of this Agreement shall require the other's prior written approval. (c) Neither WinStar nor Xxxxxxxx shall Willxxxx xxxll represent itself as the legal representative of the other before the FCC or any state regulatory body. Except as otherwise required by law, all filings made before regulatory bodies with respect to WinStar's license or the services provided hereunder shall be made by and in the name of WinStar. WinStar and Xxxxxxxx will Willxxxx xxxl cooperate with each other with respect to regulatory matters concerning WinStar's licenses and the services provided pursuant to this Agreement; provided, however, this will not relieve WinStar from complying with the Governmental Authorizations. (d) Nothing in this Agreement is intended to diminish or restrict WinStar's obligations as an FCC licensee and both Parties desire that this Agreement be in full compliance with the rules and regulations of the FCC and any state or local jurisdiction. If the FCC or any state regulatory body of competent jurisdiction determines that any provision of this Agreement violates any applicable rules, policies or regulations, both Parties shall bear their respective Pro Rata Share of costs to immediately bring this Agreement into compliance, consistent with the intent of this Agreement. (e) It is expressly understood by WinStar and Xxxxxxxx that Willxxxx xxxt nothing in this Agreement is intended to give to Xxxxxxxx any Willxxxx xxx right that would be deemed to constitute a transfer of control (as "control" is defined in the Communications Act of 1934, as amended, or any applicable FCC rules or case law) of one or more of WinStar's licenses from WinStar to XxxxxxxxWillxxxx.