Common use of Fees; License Compliance Clause in Contracts

Fees; License Compliance. Each System Seller has paid all franchise, license or other fees and charges which have become due in respect of its business and has made appropriate provision as is required by GAAP for any such fees and charges which have accrued. Except as set forth in the System Seller FCC Schedule, each System Seller has duly secured, as of the date hereof, all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers or the construction or delivery of Systems therefor, as such businesses are currently conducted. Except as set forth on the System Seller FCC Schedule, each System Seller holds the FCC Licenses specified on the System Seller FCC Schedule and, except as set forth on such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in the FCC License or as are generally applicable to holders of FCC Licenses. Except as set forth in the System Seller FCC Schedule, to the knowledge the System Sellers, no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule or (ii) adversely affect any rights of the Assets Sellers thereunder; except as set forth on such Schedule, the Assets Sellers have no reason to believe and have no knowledge that the SMR Licenses specified on such Schedule will not be renewed in the ordinary course; and each System Seller has sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its respective SMR Systems, radio paging and other radio communications systems listed on the System Seller FCC Schedule in compliance with all applicable technical standards and construction requirements and deadlines. Except as set forth in the System Seller FCC Schedule, the current ownership and operation by the System Sellers of the SMR Systems, radio paging and other radio communications systems comply with the Communications Act of 1934, as amended, and all applicable rules, regulations and policies of the FCC. (e)

Fees; License Compliance. Each System Seller PCI has paid all franchise, license or other fees and charges which have become due in respect of its business and has made appropriate provision as is required by GAAP generally accepted accounting principles, consistently applied, for any such fees and charges which have accrued. Except for Immaterial matters or as set forth in the System Seller FCC ScheduleSchedule 2.27, each System Seller PCI has duly secured, as of the date hereof, secured all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, FCC and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers PCI or the construction or of delivery of Systems systems therefor, as such businesses are currently conducted. Except as set forth on PCI or a Subsidiary holds or has the System Seller FCC Schedule, each System Seller holds contractual right to obtain the FCC Licenses specified on the System Seller FCC Schedule 2.27 and, except for matters that are, individually or in the aggregate Immaterial, or as set forth on indicated in such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in on the FCC License or as are generally applicable to holders of similarly situated FCC Licenses. PCI has filed with the FCC prior to any applicable deadline a complete and accurate application for rejustification of any unconstructed or deconstructed FCC License related to previously granted or requested wide area Enhanced Specialized Mobile Radio ("ESMR") licenses. Except as set forth on Schedule 2.27, with regard to FCC Licenses related to wide area ESMR frequencies, neither PCI 67 59 nor any of its Subsidiaries is subject to a short space agreement or any other agreement, FCC waiver or otherwise applicable regulations encumbering or limiting the use of such FCC License. Except for Immaterial matters or as set forth on Schedule 2.27, all applicable loading requirements with respect to any SMR Licenses listed on such Schedule have been met and PCI has taken every reasonable action to cause the same to be loaded in compliance with FCC regulations. Except matters that are, individually or in the System Seller FCC Scheduleaggregate Immaterial, or as set forth on Schedule 2.27, to the knowledge the System Sellers, of PCI no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule or (ii) adversely affect any rights of the Assets Sellers PCI thereunder; except . Except as set forth indicated on such ScheduleSchedule 2.27, the Assets Sellers have PCI has no reason to believe and have no knowledge that all of the SMR FCC Licenses specified on such Schedule 2.27 will not be renewed in the ordinary course; . Except with regard to any planned enhanced SMR Systems of PCI and each System Seller except as shown on Schedule 2.27, PCI has sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its respective the SMR Systems, radio paging and other radio communications systems associated with the FCC Licenses listed on the System Seller FCC Schedule 2.27 in compliance with all applicable technical standards and construction requirements and deadlines. Except for matters that are, individually or in the aggregate Immaterial, or as set forth in the System Seller FCC Scheduleon Schedule 2.27, the current ownership and operation by the System Sellers PCI of the such SMR Systems, radio paging 68 60 and other radio communications systems comply with the Communications Act of 1934, as amendedamended (the "Communications Act"), and all applicable rules, regulations and policies of the FCC. (e)In addition to the other representations and warranties set forth herein which are expressly based upon PCI's knowledge, with regard to the 450 MHz FCC Licenses set forth on Schedule 2.27, the representations in this Section 2.27(d) are made to the best of PCI's knowledge.

Fees; License Compliance. Each System Seller Chadmoore has paid or will pay at Closing all franchise, license or other fees and charges which have become due in respect of its business the Business and has made appropriate provision as is required by GAAP GAAP, consistently applied, for any such fees and charges which have accrued. Except as set forth in the System Seller FCC Schedulea Schedule with reference to this Section, each System Seller Chadmoore has duly secured, as of the date hereof, secured all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, FCC and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers Chadmoore or the construction or of delivery of Systems systems therefor, as such businesses are currently conducted. Except as set forth on Chadmoore or a Subsidiary holds or has the System Seller FCC Schedule, each System Seller holds contractual right to obtain the FCC Licenses specified on the System Seller FCC a Schedule with reference to this Section and, except as set forth on indicated in such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in on the FCC License or as are generally applicable to holders of similarly situated FCC Licenses. Chadmoore has filed with the FCC prior to any applicable deadline a complete and accurate application for rejustification of any unconstructed or deconstructed FCC License related to previously granted or requested wide area Enhanced Specialized Mobile Radio ("ESMR") licenses. Except as set forth in on a Schedule with reference to this Section, with regard to FCC Licenses related to wide area ESMR frequencies, neither Chadmoore nor any of its Subsidiaries is subject to a short space agreement or any other agreement, FCC waiver or otherwise applicable regulations encumbering or limiting the System Seller use of such FCC ScheduleLicense. Except as set forth on a Schedule with reference to this Section, to the knowledge of Chadmoore all applicable loading requirements with respect to any SMR Licenses listed on such Schedule have been met and Chadmoore has taken every reasonable action to cause the System Sellerssame to be loaded in compliance with FCC regulations. Except as set forth on a Schedule with reference to this Section, no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule Schedule, or (ii) adversely affect any rights of the Assets Sellers Chadmoore thereunder; except . Except as set forth indicated on such Schedulea Schedule with reference to this Section, the Assets Sellers have Chadmoore has no reason to believe and have no knowledge that all of the SMR FCC Licenses specified on such a Schedule with reference to this Section will not be renewed in the ordinary course; . Except with regard to any planned enhanced SMR Systems of Chadmoore and each System Seller except as shown on a Schedule with reference to this Section, Chadmoore has sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its respective the SMR Systems, radio paging and other radio communications systems associated with the FCC Licenses listed on the System Seller FCC a Schedule with reference to this Section in compliance with all applicable technical standards and construction requirements and deadlines. Except as set forth in the System Seller FCC Scheduleon a Schedule with reference to this Section, the current ownership and operation by the System Sellers Chadmoore of the such SMR Systems, radio paging and other radio communications systems comply with the Communications Act of 1934, as amendedamended (the "Communications Act"), and all applicable rules, regulations and policies of the FCC. (e).

Fees; License Compliance. Each System Seller has The Corporations and Partnerships have paid all franchise, license or other fees and charges which have become due in respect of its business their businesses and has have made appropriate provision as is required by GAAP for any such fees and charges which have accrued. Except as set forth in the System Seller FCC Schedule, each System Seller has the Corporations or Partnerships have duly secured, as of the date hereof, all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers Corporations and Partnerships or the construction or delivery of Systems therefor, as such businesses are currently conducted. Except as set forth on the System Seller FCC Schedule, each System Seller holds the Corporations and Partnerships hold the FCC Licenses specified on the System Seller FCC Schedule and, except as set forth on such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in the FCC License or as are generally applicable to holders of FCC Licenses. Except as set forth in the System Seller FCC Schedule, to the knowledge of the System SellersSelling Stockholders, no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule or (ii) adversely affect any rights of the Assets Sellers Corporation or Partnerships thereunder; except as set forth on such Schedule, the Assets Sellers Corporations and Partnerships have no reason to believe and have no knowledge that the SMR Licenses specified on such Schedule will not be renewed in the ordinary course; and each System Seller has the Corporations and Partnerships have sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its their respective SMR Systems, radio paging and other radio communications systems listed on the System Seller FCC Schedule in compliance with all applicable technical standards and construction requirements and deadlines. Except as set forth in the System Seller FCC Schedule, the current ownership and operation by the System Sellers Corporations and Partnerships of the SMR Systems, radio paging and other radio communications systems comply with the Communications Act of 1934, as amended, and all applicable rules, regulations and policies of the FCC. (e)

Fees; License Compliance. Each System Seller Chadmoore has paid or will pay at Closing all franchise, license or other fees and charges which have become due in respect of its business the Business and has made appropriate provision as is required by GAAP GAAP, consistently applied, for any such fees and charges which have accrued. Except as set forth in the System Seller FCC Schedulea Schedule with reference to this Section, each System Seller Chadmoore has duly secured, as of the date hereof, secured all necessary permits, licenses, consents and authorizations from, and has filed all required registrations, applications, reports and other documents with, the FCC, FCC and, if applicable, any public utilities commission and other entity exercising jurisdiction over the SMR businesses, radio paging businesses and other radio communications businesses of the System Sellers Chadmoore or the construction or of delivery of Systems systems therefor, as such businesses are currently conducted. Except as set forth on Chadmoore or a Subsidiary holds or has the System Seller FCC Schedule, each System Seller holds contractual right to obtain the FCC Licenses specified on the System Seller FCC a Schedule with reference to this Section and, except as set forth on indicated in such Schedule, all such FCC Licenses are valid and in full force and effect without conditions except for such conditions as are stated in on the FCC License or as are generally applicable to holders of similarly situated FCC Licenses. Chadmoore has filed with the FCC prior to any applicable deadline a complete and accurate application for rejustification of any unconstructed or deconstructed FCC License related to previously granted or requested wide area Enhanced Specialized Mobile Radio ("ESMR") licenses. Except as set forth in on a Schedule with reference to this Section, with regard to FCC Licenses related to wide area ESMR frequencies, neither Chadmoore nor any of its Subsidiaries is subject to a short space agreement or any other agreement, FCC waiver or otherwise applicable regulations encumbering or limiting the System Seller use of such FCC ScheduleLicense. Except as set forth on a Schedule with reference to this Section, to the knowledge of Chadmoore all applicable loading requirements with respect to any SMR Licenses listed on such Schedule have been met and Chadmoore has taken every reasonable action to cause the System Sellerssame to be loaded in compliance with FCC regulations. Except as set forth on a Schedule with reference to this Section, no event has occurred and is continuing which could (i) result in the revocation, termination or adverse modification of any FCC License listed on such Schedule Schedule, or (ii) adversely affect any rights of the Assets Sellers Chadmoore thereunder; except . Except as set forth indicated on such Schedulea Schedule with reference to this Section, the Assets Sellers have Chadmoore has no reason to believe and have no knowledge that all of the SMR FCC Licenses specified on such a Schedule with reference to this Section will not be renewed in the ordinary course; . Except with regard to any planned enhanced SMR Systems of Chadmoore and each System Seller except as shown on a Schedule with reference to this Section, Chadmoore has sufficient time, materials, equipment, contract rights and other required resources to complete, in a timely fashion and in full, construction of all its respective the SMR Systems, radio paging and other radio communications systems associated with the FCC Licenses listed on the System Seller FCC a Schedule with reference to this Section in compliance with all applicable technical standards and construction requirements and deadlines. Except as set forth in the System Seller FCC Scheduleon a Schedule with reference to this Section, the current ownership and operation by the System Sellers Chadmoore of the such SMR Systems, radio paging and other radio communications systems comply with the Communications Act of 1934, as amendedamended (the "COMMUNICATIONS ACT"), and all applicable rules, regulations and policies of the FCC. (e).