Common use of FCC Compliance Clause in Contracts

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse Effect. (b) The Company Parties were not, and the License Companies are not, in violation of the Communications Act of 1934, as amended, or any rule or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge of the Company Parties and the License Companies, threatened by the FCC or any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation which individually or in the aggregate would not have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licenses.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at The Borrower and each Subsidiary are in compliance in all material respects with the First Closing, the Company Communications Act and a wholly-owned subsidiary all requirements of the Company FCC. (b) The Borrower has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the "License Subsidiary" andFCC, together with the Company, or of any other proceedings (other than proceedings relating to the extent applicablewireless communications industries generally) of or before the FCC, the "License Companies"which could reasonably be expected to have a Material Adverse Effect except as set forth in Schedule 3.21. (c) together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no No event has occurred which allows(i) results in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, adverse modifications, non-renewal, impairment, restriction or termination thereof of, or result order of forfeiture with respect to, any License in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect which could reasonably be expected to any of the foregoing as would not have a Material Adverse Effect. Effect or (bii) The Company Parties were not, and the License Companies are not, in violation of the Communications Act of 1934, as amended, affects or any rule or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or could reasonably be expected in the aggregate would not have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, rights of the Borrower or any action, proceeding or investigation pending or, to the knowledge of the Company Parties and the License Companies, threatened Subsidiary under any License held by the FCC Borrower or any Applicable PUC against License Subsidiary in any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth The Borrower and each License Subsidiary have duly filed in Exhibit 3.26(a)a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the executionCommunications Act, delivery and performance by the Company of this Agreementall such filings were when made true, compliance by the Company with correct and complete in all the provisions hereof and the consummation by the Company material respects. (e) The Borrower has no reason to believe that each License of the transactions contemplated hereby Borrower or any Subsidiary will not require that be renewed in the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesordinary course.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together each Subsidiary are in compliance in all material respects with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse EffectCommunications Act. (b) The Company Parties were notBorrower has no knowledge of any investigation, and notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the License Companies are not, in violation of the Communications Act of 1934, as amendedFCC, or of any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant thatNo event has occurred which (i) results in, except as disclosed in Exhibit 3.26(c)or after notice or lapse of time or both would result in, there is no outstanding revocation, suspension, adverse judgmentmodification, injunctionnon-renewal, decree impairment, restriction or termination of, or order that has been issued by of forfeiture with respect to, any License in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge rights of the Company Parties and Borrower or the License Companies, threatened Subsidiary under any License held by the FCC Borrower or the License Subsidiary in any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof The Borrower and the consummation License Subsidiary have duly filed all filings, reports, applications, documents, instruments and information required to be filed by it under the Company Communications Act, and all such filings were when made true, correct and complete in all respects, except where the failure to file or to be true, correct and complete could not reasonably be expected to have a Material Adverse Effect. (e) The Borrower has no reason to believe that each License of the transactions contemplated hereby Borrower or any Subsidiary will not require that be renewed in the Company Parties ordinary course except as individually or in the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will aggregate could not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesreasonably be expected to have a Material Adverse Effect.

FCC Compliance. Except as set forth in Item 6.15 ("Schedule of Exceptions") of the Disclosure Schedule, (a) Except as disclosed on Exhibit 3.26(a), at The Nextel License Subsidiary and the First Closing, Borrower and its Subsidiaries are in compliance with the Company Communications Act and a wholly-owned subsidiary all requirements of the Company (FCC, except where the "License Subsidiary" and, together with the Company, failure to the extent applicable, the "License Companies") together will have in effect all the licenses required so comply could not reasonably be expected to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse Effect. (b) The Company Parties were not, and Neither the Nextel License Companies are not, in violation Subsidiary nor the Borrower nor any Subsidiary of the Communications Act Borrower has any knowledge of 1934any investigation, as amendednotice of apparent liability, violation, forfeiture or any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgmentwhich, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and No event or group of events has occurred or failed to occur which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modifications, non-renewal, forfeiture with respect to, any License or group of Licenses in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against future to affect any of the Company Parties or rights of the Nextel License CompaniesSubsidiary, the Borrower or any action, proceeding License Subsidiary under any License or investigation pending or, to the knowledge group of the Company Parties and the License Companies, threatened Licenses held by the FCC Nextel License Subsidiary, the Borrower or any Applicable PUC against License Subsidiary in any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a)The Nextel License Subsidiary, the executionBorrower and each License Subsidiary have duly filed in a timely manner all filings, delivery reports, applications, documents, instruments and performance information required to be filed by the Company any of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with them under the Communications Act of 1934which could reasonably be expected to have a Material Adverse Effect, as amendedand all such filings were when made (and where required have been supplemented in order to continue to be) true, or correct and complete in any respect which could reasonably be expected to have a Material Adverse Effect. (e) Neither the rules or regulations of Nextel License Subsidiary nor the FCC Borrower has any reason to believe that each License held by the Nextel License Subsidiary, the Borrower or any Applicable PUC, and Subsidiary will not cause any cancellationbe renewed in the ordinary course, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesexcept where non-renewal could not reasonably be expected to have a Material Adverse Effect.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together each --------------- Subsidiary are in compliance in all material respects with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse EffectCommunications Act. (b) The Company Parties were notBorrower has no knowledge of any investigation, and notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the License Companies are not, in violation of the Communications Act of 1934, as amendedFCC, or of any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant thatNo event has occurred which (i) results in, except as disclosed in Exhibit 3.26(c)or after notice or lapse of time or both would result in, there is no outstanding revocation, suspension, adverse judgmentmodifications, injunctionnon-renewal, decree impairment, restriction or termination of, or order that has been issued by of forfeiture with respect to, any License in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge rights of the Company Parties and Borrower or the License Companies, threatened Subsidiary under any License held by the FCC Borrower or the License Subsidiary in any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof The Borrower and the consummation License Subsidiary have duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Company Communications Act, and all such filings were when made true, correct and complete in all material respects. (e) The Borrower has no reason to believe that each License of the transactions contemplated hereby Borrower or any Subsidiary will not require that be renewed in the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesordinary course.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary of the Company each Subsidiary (the "License Subsidiary" and, together excluding U.S. Cellular and its Subsidiaries) are in compliance with the Company, to Communications Act except where the extent applicable, the "License Companies") together will have in effect all the licenses required failure to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") in compliance has resulted or their provision of digital electronic message services ("DEMS") could reasonably be expected to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse Effect. (b) The Company Parties were not, and To the License Companies are not, in violation knowledge of the Communications Act Borrower, there is no investigation, notice of 1934apparent liability, as amendedviolation, forfeiture or other order or complaint issued by or before the FCC affecting it, or any rule Subsidiary (excluding U.S. Cellular and its Subsidiaries), which has resulted or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or could reasonably be expected to result in the aggregate would not have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to To the knowledge of the Company Parties and Borrower, no event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture with respect to, any license in any respect which would constitute or result in a Material Adverse Effect or (ii) affects or would reasonably be expected in the License Companies, threatened by the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any rights of the FCC Licenses Borrower or any Applicable PUC Licenses, except for Subsidiary (excluding U.S. Cellular and its Subsidiaries) under any license held by the Borrower or such judgment, injunction, decree Subsidiary (excluding U.S. Cellular and its Subsidiaries) in any respect which has resulted or order or any such action, proceeding or investigation which individually or could reasonably be expected to result in the aggregate would not have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), To the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company knowledge of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consentBorrower and each Subsidiary (excluding U.S. Cellular and its Subsidiaries) have filed in a timely manner all material filings, approvalreports, authorization or other order of the FCC or any Applicable PUCapplications, violate or conflict with documents, instruments and information required to be filed by it under the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUCAct, and will not cause any cancellationall such filings were when made true, termination, revocation, forfeiture correct and complete in all respects except where the failure to do so has resulted or material impairment of any of the FCC Licenses or any Applicable PUC Licensescould reasonably be expected to result in a Material Adverse Effect.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together each Subsidiary --------------- are in compliance in all material respects with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse EffectCommunications Act. (b) The Company Parties were notBorrower has no knowledge of any investigation, and notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the License Companies are not, in violation of the Communications Act of 1934, as amendedFCC, or of any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant thatNo event has occurred which (i) results in, except as disclosed in Exhibit 3.26(c)or after notice or lapse of time or both would result in, there is no outstanding revocation, suspension, adverse judgmentmodification, injunctionnon-renewal, decree impairment, restriction or termination of, or order that has been issued by of forfeiture with respect to, any License in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge rights of the Company Parties and Borrower or the License Companies, threatened Subsidiary under any License held by the FCC Borrower or the License Subsidiary in any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof The Borrower and the consummation License Subsidiary have duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Company Communications Act, and all such filings were when made true, correct and complete in all material respects. (e) The Borrower has no reason to believe that each License of the transactions contemplated hereby Borrower or any Subsidiary will not require that be renewed in the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesordinary course.

FCC Compliance. (a) Except as disclosed set forth on Exhibit 3.26(a), at the First ClosingSchedule 3.19, the Company Borrower and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together each Subsidiary are in compliance in all material respects with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse EffectCommunications Act. (b) The Company Parties were notBorrower holds all of the Licenses required to operate its System and to conduct its business in the manner in which it is being conducted. Such Licenses are validly issued and, as of the date hereof, are in full force and effect. There are pending at the License Companies are notFCC no applications for the modification, in violation transfer or assignment of any of such Licenses other than those proposed or consented to by the Borrower that if granted by the FCC would not cause a Default or an Event of Default to occur. None of such Licenses is subject to any condition other than conditions generally applicable to stations of the same class and type by virtue of the Communications Act of 1934, as amended, or any rule or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or conditions contained in the aggregate would not have a Material Adverse Effectsuch licenses. (c) The Company Parties Except as set forth on Schedule 3.19, the Borrower and the License Companies represent and warrant thateach Subsidiary have no knowledge of any investigation, except as disclosed in Exhibit 3.26(c)notice of apparent liability, there is no outstanding adverse judgmentviolation, injunction, decree forfeiture or other order that has been or formal complaint issued by or before the FCC or any Applicable PUC against any of the Company Parties or License CompaniesFCC, or of any action, proceeding or investigation pending or, other proceedings (other than proceedings relating to the knowledge commercial wireless communications industries generally) of or before the Company Parties and the License CompaniesFCC, threatened by the FCC or any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth No event has occurred which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modification, non-renewal, impairment, restriction or termination of, or order of forfeiture with respect to, any License in Exhibit 3.26(a), any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the execution, delivery and performance future to affect any of the rights of the Borrower or any Subsidiary under any License held by the Company of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC Borrower or any Applicable PUCSubsidiary in any respect of which could reasonably be expected to have a Material Adverse Effect. (e) The Borrower and each Subsidiary have duly filed all filings (including reports, violate applications, notices, documents, instruments and other information) required to be filed by it under the Communications Act, and all such filings were when made timely, true, correct and complete in all respects, except where the failure to file or conflict with to be timely, true, correct and complete could not reasonably be expected to have a Material Adverse Effect. (f) The Borrower and each Subsidiary have duly filed and paid all fees (including charges, fines, assessments and contributions) required to be filed and paid by them under the Communications Act of 1934and all such fees were when filed timely and complete in all respects, as amended, except where the failure to file and pay or the rules or regulations to be timely and complete could not reasonably be expected to have a Material Adverse Effect. (g) The Borrower has no reason to believe that each License of the FCC Borrower or any Applicable PUC, and Subsidiary will not cause be renewed in the ordinary course except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. (h) The Borrower has no reason to believe that its status as a carrier eligible to receive federal universal service support funds will be revoked or adversely modified with respect to any cancellation, termination, revocation, forfeiture or material impairment of any of Service Region where it has been designated by the FCC Licenses as being eligible to receive such funds, except where such revocation or any Applicable PUC Licensesmodification could not reasonably be expected to have a Material Adverse Effect.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary each of the Company (the "License Subsidiary" and, together Guarantors are in compliance with the CompanyCommunications Act except where the failure to do so could not reasonably be expected to have a material adverse effect on the financial condition, to the extent applicablebusiness, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") properties, prospects, operations or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as assets of the First Closing Date will have been duly and validly issued and in full force and effect; Borrower and the License Companies are notGuarantors, taken as a whole. (b) To the knowledge of the Borrower, there is no investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the FCC, or of any other proceedings of or before the FCC, affecting it or any Guarantor which could reasonably be expected to have a material adverse effect on the financial condition, business, properties, prospects, operations or assets of the Borrower and the Company Parties were notGuarantors, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no taken as a whole. (c) No event has occurred which allows(i) results in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, adverse modifications, non-renewal, impairment, restriction or termination thereof of, or result order of forfeiture with respect to, any License in any other respect which could reasonably be expected to have a material impairment adverse effect on the financial condition, business, properties, prospects, operations or assets of the License Companies's rights under any of their respective FCC Licenses Borrower and any Applicable PUC licenses; except with respect the Guarantors, taken as a whole or (ii) affects or could reasonably be expected in the future to affect any of the foregoing as would not rights of the Borrower or any Guarantor under any License held by the Borrower or such Guarantor in any respect which could reasonably be expected to have a Material Adverse Effect. (b) The Company Parties were notmaterial adverse effect on the financial condition, business, properties, prospects, operations or assets of the Borrower and the License Companies are notGuarantors, in violation of the Communications Act of 1934, taken as amended, or any rule or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge of the Company Parties and the License Companies, threatened by the FCC or any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation which individually or in the aggregate would not have a Material Adverse Effectwhole. (d) Except as set forth The Borrower and each of the Guarantors have duly filed in Exhibit 3.26(a)a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the executionCommunications Act, delivery and performance by all such filings were when made true, correct and complete in all respects except where the Company failure to do so could not reasonably be expected to have a material adverse effect on the financial condition, business, properties, prospects, operations or assets of this Agreement, compliance by the Company with all the provisions hereof Borrower and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consentGuarantors, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, taken as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesa whole.

FCC Compliance. Except as set forth in Schedule III, (a) Except as disclosed on Exhibit 3.26(a)The Borrower and its Subsidiaries (including, at the First Closingwithout limitation, the Company License Subsidiaries) are in compliance with the Communications Act and a wholly-owned subsidiary all requirements of the Company (FCC, except where the "License Subsidiary" and, together with the Company, failure to the extent applicable, the "License Companies") together will have in effect all the licenses required so comply could not reasonably be expected to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse Effect. (b) The Company Parties were notNeither the Borrower nor any Subsidiary (including, and without limitation, the License Companies are not, in violation Subsidiaries) of the Communications Act Borrower has any knowledge of 1934any investigation, as amendednotice of apparent liability, violation, forfeiture or any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgmentwhich, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not aggregate, could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and No event or group of events has occurred or failed to occur which (i) results in, or after notice or lapse of time or both would result in, revocation, suspension, adverse modifications, non-renewal, forfeiture with respect to, any License or group of Licenses in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, rights of the Borrower or any action, proceeding License Subsidiary under any License or investigation pending or, to the knowledge group of the Company Parties and the License Companies, threatened Licenses held by the FCC Borrower or any Applicable PUC against License Subsidiary in any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth The Borrower and each License Subsidiary have duly filed in Exhibit 3.26(a)a timely manner all filings, the executionreports, delivery applications, documents, instruments and performance information required to be filed by the Company any of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with them under the Communications Act of 1934which could reasonably be expected to have a Material Adverse Effect, as amendedand all such filings were when made (and where required have been supplemented in order to continue to be) true, or correct and complete in any respect which could reasonably be expected to have a Material Adverse Effect. (e) Neither the rules or regulations of Borrower nor any Subsidiary has any reason to believe that each License held by the FCC License Subsidiary, the Borrower or any Applicable PUC, and Subsidiary will not cause any cancellationbe renewed in the ordinary course, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesexcept where non-renewal could not reasonably be expected to have a Material Adverse Effect.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at the First Closing, the Company The Borrower and a wholly-owned subsidiary of the Company (the "License Subsidiary" and, together each Subsidiary -------------- are in compliance in all material respects with the Company, to the extent applicable, the "License Companies") together will have in effect all the licenses required to be obtained from the FCC and any applicable state public utility commission exercising jurisdiction over the License Companies ("Applicable PUC") or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or result in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect to any of the foregoing as would not have a Material Adverse EffectCommunications Act. (b) The Company Parties were notBorrower has no knowledge of any investigation, and notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the License Companies are not, in violation of the Communications Act of 1934, as amendedFCC, or of any rule other proceedings (other than proceedings relating to the wireless communications industries generally) of or regulation of before the FCC or any Applicable PUCFCC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant thatNo event has occurred which (i) results in, except as disclosed in Exhibit 3.26(c)or after notice or lapse of time or both would result in, there is no outstanding revocation, suspension, adverse judgmentmodification, injunctionnon-renewal, decree impairment, restriction or termination of, or order that has been issued by of forfeiture with respect to, any License in any respect which could reasonably be expected to have a Material Adverse Effect or (ii) affects or could reasonably be expected in the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, or any action, proceeding or investigation pending or, to the knowledge rights of the Company Parties and Borrower or the License Companies, threatened Subsidiary under any License held by the FCC Borrower or the License Subsidiary in any Applicable PUC against any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth in Exhibit 3.26(a), the execution, delivery and performance by the Company of this Agreement, compliance by the Company with all the provisions hereof The Borrower and the consummation License Subsidiary have duly filed in a timely manner all material filings, reports, applications, documents, instruments and information required to be filed by it under the Company Communications Act, and all such filings were when made true, correct and complete in all material respects. (e) The Borrower has no reason to believe that each License of the transactions contemplated hereby Borrower or any Subsidiary will not require that be renewed in the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with the Communications Act of 1934, as amended, or the rules or regulations of the FCC or any Applicable PUC, and will not cause any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC Licenses or any Applicable PUC Licensesordinary course.

FCC Compliance. (a) Except as disclosed on Exhibit 3.26(a), at The Borrower and each Subsidiary are in --------------- compliance in all material respects with the First Closing, the Company Communications Act and a wholly-owned subsidiary all requirements of the Company (the "License Subsidiary" and, together FCC and with the Company, to communications laws of all other jurisdictions in which the extent applicableBorrower and its Subsidiaries conduct business and the communications requirements of all Governmental Authorities in such jurisdictions (collectively, the "License CompaniesForeign Communications Regulations". (b) together will have in effect all the licenses required to be obtained from The Borrower has no knowledge of any investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before the FCC and or any applicable state public utility commission exercising jurisdiction over the License Companies other Governmental Authority, which could reasonably be expected to have a Material Adverse Effect except as set forth in Schedule 3.16. ("Applicable PUC"c) or their provision of digital electronic message services ("DEMS") to the extent required by the License Companies's operations at the Closing Date. All FCC Licenses and any Applicable PUC licenses which were or are held by the Company Parties were duly and validly issued and in full force and effect; all FCC Licenses and any Applicable PUC licenses which will be held by the License Companies as of the First Closing Date will have been duly and validly issued and in full force and effect; and the License Companies are not, and the Company Parties were not, in violation of any of the terms and conditions of any of the FCC Licenses and any Applicable PUC licenses, and have fulfilled and performed all of their respective material obligations with respect to its FCC Licenses and any Applicable PUC licenses, and no No event has occurred which allows(i) results in, or after notice or lapse of time or both would allowresult in, revocation revocation, suspension, adverse modifications, non-renewal, impairment, restriction or termination thereof of, or result order of forfeiture with respect to, any License in any other material impairment of the License Companies's rights under any of their respective FCC Licenses and any Applicable PUC licenses; except with respect which could reasonably be expected to any of the foregoing as would not have a Material Adverse Effect. Effect or (bii) The Company Parties were not, and the License Companies are not, in violation of the Communications Act of 1934, as amended, affects or any rule or regulation of the FCC or any Applicable PUC, or any judgment, injunction, order or decree of the FCC or any Applicable PUC, except for violations which individually or could reasonably be expected in the aggregate would not have a Material Adverse Effect. (c) The Company Parties and the License Companies represent and warrant that, except as disclosed in Exhibit 3.26(c), there is no outstanding adverse judgment, injunction, decree or order that has been issued by the FCC or any Applicable PUC against future to affect any of the Company Parties or License Companies, rights of the Borrower or any action, proceeding or investigation pending or, to the knowledge of the Company Parties and the Subsidiary under any License Companies, threatened held by the FCC Borrower or any Applicable PUC against Subsidiary in any of the Company Parties or License Companies, specifically including (but not limited to) any pending or threatened proceeding that would have the effect of revoking or restricting any of the FCC Licenses or any Applicable PUC Licenses, except for any such judgment, injunction, decree or order or any such action, proceeding or investigation respect which individually or in the aggregate would not could reasonably be expected to have a Material Adverse Effect. (d) Except as set forth The Borrower and each Subsidiary have duly filed in Exhibit 3.26(a)a timely manner all material filings, the executionreports, delivery applications, documents, instruments and performance information required to be filed by the Company of this Agreement, compliance by the Company with all the provisions hereof and the consummation by the Company of the transactions contemplated hereby will not require that the Company Parties or the License Companies obtain any consent, approval, authorization or other order of the FCC or any Applicable PUC, violate or conflict with it under the Communications Act of 1934and the Foreign Communications Regulations, as amendedand all such filings were when made true, or the rules or regulations correct and complete in all material respects. (e) The Borrower has no reason to believe that each License of the FCC Borrower or any Applicable PUC, and Subsidiary will not cause be renewed in the ordinary course if the failure to so renew any cancellation, termination, revocation, forfeiture or material impairment of any of the FCC such Licenses or any Applicable PUC Licenseswould have a Material Adverse Effect.