Common use of Department of Commerce/NOAA Approvals Clause in Contracts

Department of Commerce/NOAA Approvals. (i) GeoEye is the valid holder of the NOAA Remote Sensing Space System licenses and authorizations and any other Department of Commerce licenses and authorizations listed and described in Section 4.17(d)(i) of the GeoEye Disclosure Letter (“GeoEye DoC Authorizations”). Such GeoEye DoC Authorizations constitute all of the NOAA or Department of Commerce licenses, authorizations and approvals held by GeoEye and required for the operation of the business of GeoEye as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. The GeoEye DoC Authorizations are validly issued and in full force and effect. (ii) The GeoEye DoC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally. Except as set forth in Section 4.17(d)(ii) of the GeoEye Disclosure Letter, there is no pending or, to the Knowledge of GeoEye, threatened action by or before NOAA or the Department of Commerce to revoke, suspend, cancel, rescind or modify any of the GeoEye DoC Authorizations, and there is not now issued or outstanding or pending or, to the Knowledge of GeoEye, threatened, by or before NOAA or the Department of Commerce, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye or the GeoEye DoC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (iii) GeoEye is in material compliance with all of the terms of the GeoEye DoC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye with NOAA or the Department of Commerce have been timely filed. All such reports and filings are materially accurate and complete. GeoEye has timely paid all material NOAA or Department of Commerce regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No person or entity other than GeoEye and the GeoEye Subsidiaries has or will have the right to use all or any of the GeoEye DoC Authorizations, and GeoEye is the sole legal and beneficial holder of the GeoEye DoC Authorizations. GeoEye has complied with all NOAA and Department of Commerce rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye DoC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye Material Adverse Effect. (v) Section 4.17(d)(v) of the GeoEye Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for NOAA or Department of Commerce licenses and authorizations that would be GeoEye DoC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DoC Authorizations. There is no pending or, to the Knowledge of GeoEye, threatened action by or before the NOAA or the Department of Commerce to reject or modify any pending application for NOAA or Department of Commerce licenses and authorizations that would be GeoEye DoC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DoC Authorizations.

Department of Commerce/NOAA Approvals. (i) GeoEye DigitalGlobe is the valid holder of the NOAA Remote Sensing Space System licenses and authorizations and any other Department of Commerce licenses and authorizations listed and described in Section 4.17(d)(i3.17(d)(i) of the GeoEye DigitalGlobe Disclosure Letter (“GeoEye DigitalGlobe DoC Authorizations”). Such GeoEye DigitalGlobe DoC Authorizations constitute all of the NOAA or Department of Commerce licenses, authorizations and approvals held by GeoEye DigitalGlobe and required for the operation of the business of GeoEye DigitalGlobe as it is presently conducted, except where the failure to hold any such licenses, authorizations and approvals, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. The GeoEye DigitalGlobe DoC Authorizations are validly issued and in full force and effect. (ii) The GeoEye DigitalGlobe DoC Authorizations have not been revoked, suspended, canceled, rescinded or terminated, have not expired, and are not subject to any conditions or requirements that have not been imposed upon all such authorizations generally. Except as set forth in Section 4.17(d)(ii3.17(d)(ii) of the GeoEye DigitalGlobe Disclosure Letter, there is no pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened action by or before NOAA or the Department of Commerce to revoke, suspend, cancel, rescind or modify any of the GeoEye DigitalGlobe DoC Authorizations, and there is not now issued or outstanding or pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened, by or before NOAA or the Department of Commerce, any order to show cause, letter of inquiry, notice of violation, notice of apparent liability, or notice of forfeiture issued to or against GeoEye DigitalGlobe or the GeoEye DigitalGlobe DoC Authorizations except where the existence of such order, letter or notice, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. (iii) GeoEye DigitalGlobe is in material compliance with all of the terms of the GeoEye DigitalGlobe DoC Authorizations, and has complied in all material respects with the Communications Act. All material reports, filings, and disclosures required to be filed by GeoEye DigitalGlobe with NOAA or the Department of Commerce have been timely filed. All such reports and filings are materially accurate and complete. GeoEye DigitalGlobe has timely paid all material NOAA or Department of Commerce regulatory fees and other applicable material fees required to be paid by holders of such authorizations. (iv) No person or entity Person other than GeoEye DigitalGlobe and the GeoEye DigitalGlobe Subsidiaries has or will have the right to use all or any of the GeoEye DigitalGlobe DoC Authorizations, and GeoEye DigitalGlobe is the sole legal and beneficial holder of the GeoEye DigitalGlobe DoC Authorizations. GeoEye DigitalGlobe has complied with all NOAA and Department of Commerce rules regarding transfer of control or changes in ownership (including intracompany reorganizations) of the GeoEye DigitalGlobe DoC Authorizations, except where the failure to comply, individually or in the aggregate, has not had and would not reasonably be expected to have a GeoEye DigitalGlobe Material Adverse Effect. (v) Section 4.17(d)(v3.17(d)(v) of the GeoEye DigitalGlobe Disclosure Letter contains a complete list, as of the date of this Agreement, of all pending applications for NOAA or Department of Commerce licenses and authorizations that would be GeoEye DigitalGlobe DoC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DigitalGlobe DoC Authorizations. There is no pending or, to the Knowledge of GeoEyeDigitalGlobe, threatened action by or before the NOAA or the Department of Commerce to reject or modify any pending application for NOAA or Department of Commerce licenses and authorizations that would be GeoEye DigitalGlobe DoC Authorizations, if issued or granted, or for the modification, extension or renewal of any GeoEye DigitalGlobe DoC Authorizations.