Licenses and Permits; Compliance with Laws. Except as set forth in Schedule 3.9: (a) Set forth on Schedule 3.9 (a) is a true and complete list of all permits, licenses and approvals (none of which has been modified or rescinded and all of which are in full force and effect) from all Governmental Entities held by the Company ("Company Permits"), except in each case for Company Permits whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (all of the foregoing, which are denoted by an asterisk on Schedule 3.9(a), being referred to herein collectively as the "Key Company Permits"); provided, however, that Schedule 3.9(a) shall not be required to include a list of Company Permits for Very Small Aperture Terminals (VSATs). The Key Company Permits listed on Schedule 3.9(a) include, without limitation, all Key Company Permits (i) issued by the FCC to the Company or any Company Subsidiary, (ii) authorizing the construction, launch or operation in their assigned orbital locations of Company Satellites (as defined below) or construction and operation of Company Ground Stations (as defined below), including without limitation the agreement with the Republic of the Xxxxxxxx Islands and the license granted by the Federal Republic of Germany, and (iii) issued to the Company or any Company Subsidiary by Governmental Entities that regulate broadcasting or communications services, authorizing the Company or the Company Subsidiaries to provide broadcasting or communications services. The parties acknowledge that (i) the approval for the Orion 2 satellite is a conditional approval subject to the conditions described in the orders and agreements relating thereto and (ii) the approval for the Orion 3 satellite results from an agreement with the Republic of the Xxxxxxxx Islands (and no further regulatory approvals from the Republic of the Xxxxxxxx Islands are necessary for such construction, launch and operation of the Orion 3 satellite). Schedule 3.9(a) also sets forth a true and complete list of all Company Permits issued by the FCC, the Xxxxxxxx Islands or the Federal Republic of Germany (including applications therefor) which are not Key Company Permits or VSATs ("Other Permits"). To the best of the Company's knowledge, the Other Permits are in full force and effect or, in the case of applications therefor, the Company knows of no reason why the same should not be granted. Schedule 3.9(a) also sets forth a true and complete list of all pending applications for Company Permits that would be Key Company Permits required to be listed in such Schedule if issued or granted and if the satellites which they relate were owned by the Company, all pending applications by the Company or any Company Subsidiary with the FCC and all pending applications by the Company or any Company Subsidiary for modification, extension or renewal of Key Company Permits (the "Key Applications"). The Key Company Permits held by the Company or Company Subsidiaries and listed on Schedule 3.9(a) include all permits, licenses and approvals from all Governmental Entities which are necessary for the Company and the Company Subsidiaries to (i) operate the Orion 1 satellite in its present orbital location and provide communications services (and broadcast services, if any are provided by the Company or Company Subsidiaries) therefrom, operate ground stations communicating therewith, including, without limitation, the related broadcasting facility assets consisting of land, building, fixtures, equipment, improvements (if any) and telemetry, tracking and control equipment that is owned or leased by the Company or a Company Subsidiary (each a "Company Ground Station" and collectively the "Company Ground Stations"), and own, lease and operate their properties and to carry on their business as currently conducted using the Orion 1 satellite, and (ii) construct, launch and operate, at their assigned orbital locations, the proposed Orion 2 and Orion 3 satellites (collectively with the Orion 1 satellite, the "Company Satellites"), except as set forth in the last sentence of the first paragraph of this subsection (a) and in each case for permits, licenses and approvals whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (without giving effect to any limitation as of "materiality" or "Company Material Adverse Effect" in the definition of Key Company Permits). Each of the Company and the Company Subsidiaries has fulfilled and complied in all material respects with its obligations under each of the Key Company Permits and the Key Applications owned, held or possessed by it, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any Key Company Permit or Key Applications and which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Key Company Permit or Key Application, and neither the Company nor any Company Subsidiary has received or has knowledge of any written notice of cancellation or default or of any dispute concerning any Key Company Permit or Key Application, or of any such event, condition or state of facts that would constitute a default the effect of which would be revocation or termination of such Key Company Permit or Key Application, except, in each case, any of the foregoing which individually or in the aggregate would not have a Company Material Adverse Effect. Each of the Key Company Permits is validly held by the entities listed on Schedule 3.9(a), is in full force and effect in all material respects, is free and clear of all liens (other than permitted liens), is unimpaired in any material respect by acts or omissions of the Company or its employees, partners or affiliates, will expire on the date shown on Schedule 3.9(a), is valid for the balance of its current term, and is not subject to any restriction or condition that limits in any material respect the full operation of the Company's and Company Subsidiaries' business as now operated. The Company has not received any complaint that any of the Company Satellites or Company Ground Stations is causing objectionable interference to the transmissions or reception of any other radio communications facility, and to the Company's best knowledge, no other radio communications facility is causing objectionable interference to the transmissions from or the receipt of signals by any Company Satellite or Company Ground Station. None of the Key Company Permits issued prior to the date hereof is the subject of any pending renewal application; no renewal of any Key Company Permit issued by the FCC would constitute a major environmental action under the rules and regulations promulgated by the FCC (the "FCC Rules"), excluding the impact of the FCC's new RF radiation rules adopted by the FCC in the ET Docket No. 93-62 on August 1, 1996; and the Company is not aware of any reason why the Key Company Permits will not be renewed in the ordinary course or why any of the Key Company Permits might be revoked. The Company knows of the existence of no fact that, under any Key Company Permits and present law relating thereto, would disqualify the Company from consummating the Merger within the time contemplated herein (other than matters disclosed on Schedule 5.14). All information contained in any pending Key Application is true, correct and complete in all material respects. The Company has duly filed or caused to be filed with the FCC or any other Governmental Entity all required material reports, statements, documents, registrations, filings or submissions with respect to the operations of the business of the Company and the Company Subsidiaries, the Key Company Permits, the Company's and Company Subsidiaries' ownership of their assets and the pending applications by the Company or any Company Subsidiary for Key Company Permits or for modification, extension or renewal of Company Permits, in each case as required by the FCC or any other Governmental Entity. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. Except for rulemaking proceedings affecting the satellite industry in general, no judgment, decree, order or notice of violation has been issued by the FCC (or other Governmental Entity) which permits or contemplates revocation, modification or termination or any of the Key Company Permits or which would result in any material impairment of any rights thereunder. The business of the Company and the Company Subsidiaries (where "business" shall be deemed to include the Orion 1 satellite and the proposed Orion 2 satellite and Orion 3 satellite), is not being conducted in violation of any applicable law, statute, ordinance, regulation or judgment or any Key Company Permit, order, decree, concession, grant or other authorization of any Governmental Entity, in each case except for violations that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Except for rulemaking proceedings affecting the satellite industry in general, no complaints, proceedings or applications are pending, or to the Company's best knowledge, threatened, at the FCC or any other Governmental Entity, that would result in the revocation, forfeiture, adverse modification, non-renewal or suspension of any of the Key Company Permits, the denial of any pending Key Application, the issuance against the Company or any Company Subsidiary of a cease and desist order, or the imposition of any administrative actions by the FCC or any
Appears in 2 contracts
Samples: Merger Agreement (Loral Space & Communications LTD), Merger Agreement (Loral Space & Communications LTD)
Licenses and Permits; Compliance with Laws. Except as set forth in Schedule 3.9:
(a) Set forth on Schedule 3.9
(a) is a true and complete list of all permits, licenses and approvals (none of which has been modified or rescinded and all of which are in full force and effect) from all Governmental Entities held by the Company ("Company Permits"), except in each case for Company Permits whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (all of the foregoing, which are denoted by an asterisk on Schedule 3.9(a), being referred to herein collectively as the "Key Company Permits"); provided, however, that Schedule 3.9(a) shall not be required to include a list of Company Permits for Very Small Aperture Terminals (VSATs). The Key Company Permits listed on Schedule 3.9(a) include, without limitation, all Key Company Permits (i) issued by the FCC to the Company or any Company Subsidiary, (ii) authorizing the construction, launch or operation in their assigned orbital locations of Company Satellites (as defined below) or construction and operation of Company Ground Stations (as defined below), including without limitation the agreement with the Republic of the Xxxxxxxx Islands and the license granted by the Federal Republic of Germany, and (iii) issued to the Company or any Company Subsidiary by Governmental Entities that regulate broadcasting or communications services, authorizing the Company or the Company Subsidiaries to provide broadcasting or communications services. The parties acknowledge that (i) the approval for the Orion 2 satellite is a conditional approval subject to the conditions described in the orders and agreements relating thereto and (ii) the approval for the Orion 3 satellite results from an agreement with the Republic of the Xxxxxxxx Islands (and no further regulatory approvals from the Republic of the Xxxxxxxx Islands are necessary for such construction, launch and operation of the Orion 3 satellite). Schedule 3.9(a) also sets forth a true and complete list of all Company Permits issued by the FCC, the Xxxxxxxx Islands or the Federal Republic of Germany (including applications therefor) which are not Key Company Permits or VSATs ("Other Permits"). To the best of the Company's knowledge, the Other Permits are in full force and effect or, in the case of applications therefor, the Company knows of no reason why the same should not be granted. Schedule 3.9(a) also sets forth a true and complete list of all pending applications for Company Permits that would be Key Company Permits required to be listed in such Schedule if issued or granted and if the satellites which they relate were owned by the Company, all pending applications by the Company or any Company Subsidiary with the FCC and all pending applications by the Company or any Company Subsidiary for modification, extension or renewal of Key Company Permits (the "Key Applications"). The Key Company Permits held by the Company or Company Subsidiaries and listed on Schedule 3.9(a) include all permits, licenses and approvals from all Governmental Entities which are necessary for the Company and the Company Subsidiaries to (i) operate the Orion 1 satellite in its present orbital location and provide communications services (and broadcast services, if any are provided by the Company or Company Subsidiaries) therefrom, operate ground stations communicating therewith, including, without limitation, the related broadcasting facility assets consisting of land, building, fixtures, equipment, improvements (if any) and telemetry, tracking and control equipment that is owned or leased by the Company or a Company Subsidiary (each a "Company Ground Station" and collectively the "Company Ground Stations"), and own, lease and operate their properties and to carry on their business as currently conducted using the Orion 1 satellite, and (ii) construct, launch and operate, at their assigned orbital locations, the proposed Orion 2 and Orion 3 satellites (collectively with the Orion 1 satellite, the "Company Satellites"), except as set forth in the last sentence of the first paragraph of this subsection (a) and in each case for permits, licenses and approvals whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (without giving effect to any limitation as of "materiality" or "Company Material Adverse Effect" in the definition of Key Company Permits). Each of the Company and the Company Subsidiaries has fulfilled and complied in all material respects with its obligations under each of the Key Company Permits and the Key Applications owned, held or possessed by it, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any Key Company Permit or Key Applications and which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Key Company Permit or Key Application, and neither the Company nor any Company Subsidiary has received or has knowledge of any written notice of cancellation or default or of any dispute concerning any Key Company Permit or Key Application, or of any such event, condition or state of facts that would constitute a default the effect of which would be revocation or termination of such Key Company Permit or Key Application, except, in each case, any of the foregoing which individually or in the aggregate would not have a Company Material Adverse Effect. Each of the Key Company Permits is validly held by the entities listed on Schedule 3.9(a), is in full force and effect in all material respects, is free and clear of all liens (other than permitted liens), is unimpaired in any material respect by acts or omissions of the Company or its employees, partners or affiliates, will expire on the date shown on Schedule 3.9(a), is valid for the balance of its current term, and is not subject to any restriction or condition that limits in any material respect the full operation of the Company's and Company Subsidiaries' business as now operated. The Company has not received any complaint that any of the Company Satellites or Company Ground Stations is causing objectionable interference to the transmissions or reception of any other radio communications facility, and to the Company's best knowledge, no other radio communications facility is causing objectionable interference to the transmissions from or the receipt of signals by any Company Satellite or Company Ground Station. None of the Key Company Permits issued prior to the date hereof is the subject of any pending renewal application; no renewal of any Key Company Permit issued by the FCC would constitute a major environmental action under the rules and regulations promulgated by the FCC (the "FCC Rules"), excluding the impact of the FCC's new RF radiation rules adopted by the FCC in the ET Docket No. 93-62 on August 1, 1996; and the Company is not aware of any reason why the Key Company Permits will not be renewed in the ordinary course or why any of the Key Company Permits might be revoked. The Company knows of the existence of no fact that, under any Key Company Permits and present law relating thereto, would disqualify the Company from consummating the Merger within the time contemplated herein (other than matters disclosed on Schedule 5.14). All information contained in any pending Key Application is true, correct and complete in all material respects. The Company has duly filed or caused to be filed with the FCC or any other Governmental Entity all required material reports, statements, documents, registrations, filings or submissions with respect to the operations of the business of the Company and the Company Subsidiaries, the Key Company Permits, the Company's and Company Subsidiaries' ownership of their assets and the pending applications by the Company or any Company Subsidiary for Key Company Permits or for modification, extension or renewal of Company Permits, in each case as required by the FCC or any other Governmental Entity. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. Except for rulemaking proceedings affecting the satellite industry in general, no judgment, decree, order or notice of violation has been issued by the FCC (or other Governmental Entity) which permits or contemplates revocation, modification or termination or any of the Key Company Permits or which would result in any material impairment of any rights thereunder. The business of the Company and the Company Subsidiaries (where "business" shall be deemed to include the Orion 1 satellite and the proposed Orion 2 satellite and Orion 3 satellite), is not being conducted in violation of any applicable law, statute, ordinance, regulation or judgment or any Key Company Permit, order, decree, concession, grant or other authorization of any Governmental Entity, in each case except for violations that, individually or in the aggregate, would not be reasonably likely to have a Company Material Adverse Effect. Except for rulemaking proceedings affecting the satellite industry in general, no complaints, proceedings or applications are pending, or to the Company's best knowledge, threatened, at the FCC or any other Governmental Entity, that would result in the revocation, forfeiture, adverse modification, non-renewal or suspension of any of the Key Company Permits, the denial of any pending Key Application, the issuance against the Company or any Company Subsidiary of a cease and desist order, or the imposition of any administrative actions by the FCC or anyany other Governmental Entity with respect to the Key Company Permits, in each case that would have, whether individually or in the aggregate, a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary or affiliate has taken, is taking or will take, or has allowed or will allow on its behalf to be taken, any action which would have violated or would violate the United States Foreign Corrupt Practices Act of 1977, the US Export Administration Act, as amended, or any laws to which such party or persons is subject, relating in each case to payments for the purpose of influencing an act or decision of a Governmental Entity or government official, except for violations that individually or in the aggregate would not have a Company Material Adverse Effect; provided, however, that nothing in this sentence shall be deemed to subject any party or person to any law to which such party or person would not otherwise be subject. Each of the Company and the Company Subsidiaries is in material compliance with all domestic and, to the knowledge of the Company, foreign laws restricting or regulating the export of technology to foreign countries, except for violations that individually or in the aggregate would not have a Company Material Adverse Effect.
(c) Schedule 3.9(c) contains a list of all consultations and similar arrangements that have been effectuated with INTELSTAT, EUTELSAT and other similar intergovernmental entities (collectively the "IGO Determinations") with respect to the Company Satellites that are needed to operate the business of the Company and the Company Subsidiaries as it is now being conducted. Except as set forth on such schedule, the Company is not aware of any material difficulties in obtaining any other determinations from such entities with respect to any satellite now operated by the Company or any Company Subsidiary or for which the Company or any Company Subsidiary has applied for a Company Permit, except for those that individually or in the aggregate would not have a Company Material Adverse Effect.
Appears in 1 contract
Licenses and Permits; Compliance with Laws. Except as set forth in Schedule 3.9:
(a) Set forth on Schedule 3.9
(a) is a true The Company and complete list of the Company Subsidiaries currently hold, and since January 1, 2007 have held, all permits, licenses licenses, consents, approvals, certificates, accreditations, clearances, waivers and approvals other authorizations and actions (none other than registrations and applications of which has been modified registration for Intellectual Property) from, of or rescinded and all of which are in full force and effect) from by all Governmental Entities held by the Company ("Company Permits"), except in each case for Company Permits whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (all of the foregoing, which are denoted by an asterisk on Schedule 3.9(a), being referred to herein collectively as the "Key Company Permits"); provided, however, that Schedule 3.9(a) shall not be required to include a list of Company Permits for Very Small Aperture Terminals (VSATs). The Key Company Permits listed on Schedule 3.9(a) include, without limitation, all Key Company Permits (i) issued by the FCC to the Company or any Company Subsidiary, (ii) authorizing the construction, launch or operation in their assigned orbital locations of Company Satellites (as defined below) or construction and operation of Company Ground Stations (as defined below), including without limitation the agreement with the Republic of the Xxxxxxxx Islands and the license granted by the Federal Republic of Germany, and (iii) issued to the Company or any Company Subsidiary by Governmental Entities that regulate broadcasting or communications services, authorizing the Company or the Company Subsidiaries to provide broadcasting or communications services. The parties acknowledge that (i) the approval for the Orion 2 satellite is a conditional approval subject to the conditions described in the orders and agreements relating thereto and (ii) the approval for the Orion 3 satellite results from an agreement with the Republic of the Xxxxxxxx Islands (and no further regulatory approvals from the Republic of the Xxxxxxxx Islands are necessary for such construction, launch and operation of the Orion 3 satellite). Schedule 3.9(a) also sets forth a true and complete list of all Company Permits issued by the FCC, the Xxxxxxxx Islands or the Federal Republic of Germany (including applications therefor) which are not Key Company Permits or VSATs ("Other Permits"). To the best of the Company's knowledge, the Other Permits are in full force and effect or, in the case of applications therefor, the Company knows of no reason why the same should not be granted. Schedule 3.9(a) also sets forth a true and complete list of all pending applications for Company Permits that would be Key Company Permits required to be listed in such Schedule if issued or granted and if the satellites which they relate were owned by the Company, all pending applications by the Company or any Company Subsidiary with the FCC and all pending applications by the Company or any Company Subsidiary for modification, extension or renewal of Key Company Permits (the "Key Applications"). The Key Company Permits held by the Company or Company Subsidiaries and listed on Schedule 3.9(a) include all permits, licenses and approvals from all Governmental Entities which are necessary for the Company and the Company Subsidiaries to (i) operate the Orion 1 satellite in its present orbital location and provide communications services (and broadcast services, if any are provided by the Company or Company Subsidiaries) therefrom, operate ground stations communicating therewith, including, without limitation, the related broadcasting facility assets consisting of land, building, fixtures, equipment, improvements (if any) and telemetry, tracking and control equipment that is owned or leased by the Company or a Company Subsidiary (each a "Company Ground Station" and collectively the "Company Ground Stations"), and own, lease and operate their respective properties and assets and to carry on their business respective businesses as currently now being conducted using the Orion 1 satellite, and (ii) construct, launch and operate, at their assigned orbital locationscollectively, the proposed Orion 2 and Orion 3 satellites (collectively with the Orion 1 satellite, the "Company Satellites"“Permits”), except as set forth in for any Permits the last sentence absence of the first paragraph of this subsection (a) and in each case for permits, licenses and approvals whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (without giving effect to any limitation as of "materiality" or "Company Material Adverse Effect" in the definition of Key Company Permits). Each of the Company and the Company Subsidiaries has fulfilled and complied in all material respects with its obligations under each of the Key Company Permits and the Key Applications owned, held or possessed by it, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any Key Company Permit or Key Applications and which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Key Company Permit or Key Application, and neither the Company nor any Company Subsidiary has received or has knowledge of any written notice of cancellation or default or of any dispute concerning any Key Company Permit or Key Application, or of any such event, condition or state of facts that would constitute a default the effect of which would be revocation or termination of such Key Company Permit or Key Application, except, in each case, any of the foregoing which individually or in the aggregate would not have a Company Material Adverse Effect. Each of the Key Company Permits is validly held by the entities listed on Schedule 3.9(a), is in full force and effect in all material respects, is free and clear of all liens (other than permitted liens), is unimpaired in any material respect by acts or omissions of the Company or its employees, partners or affiliates, will expire on the date shown on Schedule 3.9(a), is valid for the balance of its current term, and is not subject to any restriction or condition that limits in any material respect the full operation of the Company's and Company Subsidiaries' business as now operated. The Company has not received any complaint that any of the Company Satellites or Company Ground Stations is causing objectionable interference to the transmissions or reception of any other radio communications facility, and to the Company's best knowledge, no other radio communications facility is causing objectionable interference to the transmissions from or the receipt of signals by any Company Satellite or Company Ground Station. None of the Key Company Permits issued prior to the date hereof is the subject of any pending renewal application; no renewal of any Key Company Permit issued by the FCC would constitute a major environmental action under the rules and regulations promulgated by the FCC (the "FCC Rules"), excluding the impact of the FCC's new RF radiation rules adopted by the FCC in the ET Docket No. 93-62 on August 1, 1996; and the Company is not aware of any reason why the Key Company Permits will not be renewed in the ordinary course or why any of the Key Company Permits might be revoked. The Company knows of the existence of no fact that, under any Key Company Permits and present law relating thereto, would disqualify the Company from consummating the Merger within the time contemplated herein (other than matters disclosed on Schedule 5.14). All information contained in any pending Key Application is true, correct and complete in all material respects. The Company has duly filed or caused to be filed with the FCC or any other Governmental Entity all required material reports, statements, documents, registrations, filings or submissions with respect to the operations of the business of the Company and the Company Subsidiaries, the Key Company Permits, the Company's and Company Subsidiaries' ownership of their assets and the pending applications by the Company or any Company Subsidiary for Key Company Permits or for modification, extension or renewal of Company Permits, in each case as required by the FCC or any other Governmental Entity. All such filings complied in all material respects with applicable laws when made and no material deficiencies have been asserted with respect to any such filings. Except for rulemaking proceedings affecting the satellite industry in general, no judgment, decree, order or notice of violation has been issued by the FCC (or other Governmental Entity) which permits or contemplates revocation, modification or termination or any of the Key Company Permits or which would result in any material impairment of any rights thereunder. The business of the Company and the Company Subsidiaries (where "business" shall be deemed to include the Orion 1 satellite and the proposed Orion 2 satellite and Orion 3 satellite), is not being conducted in violation of any applicable law, statute, ordinance, regulation or judgment or any Key Company Permit, order, decree, concession, grant or other authorization of any Governmental Entity, in each case except for violations thatwhich, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have a Company Material Adverse Effect. Except for rulemaking proceedings affecting The Company and the Company Subsidiaries are conducting, and since January 1, 2007 have conducted, their businesses, including, but not limited to, satellite industry services provided through third party arrangements, in generalall material respects in compliance with all applicable Laws (other than Environmental Laws, no complaintswhich are addressed in Section 3.16, proceedings or applications and ERISA and Laws related to employee and employee benefit matters, which are pendingaddressed in Section 3.13 and Section 3.15), or to Permits and other authorizations of Governmental Entities. Neither the Company's best knowledge, threatened, at the FCC or any other Governmental Entity, that would result in the revocation, forfeiture, adverse modification, non-renewal or suspension of Company nor any of the Key Company PermitsSubsidiaries have received any written or, to the denial Knowledge of any pending Key Applicationthe Company, oral notices or communications and no claims have been filed or, to the issuance Knowledge of the Company, threatened against the Company or any Company Subsidiary alleging a material violation of such Laws, Permits or authorizations (other than notices and claims that have been resolved prior to the date hereof without material Liability to the Company or any Company Subsidiary that has not been satisfied, a cease list of which is included in Schedule 3.9(a), and desist orderthose that after the date of this Agreement are resolved in compliance with Section 6.2(f)).
(b) To the Knowledge of the Company, the Persons with which the Company or any Company Subsidiary, as the case may be, has contracted to provide any satellite teleport services, which services are used in the Company’s and the Company Subsidiaries’ respective businesses, possess the required Permits to engage in or provide such services.
(i) The Company’s and the Company Subsidiaries’ respective standard customer agreements obligate customers to secure Permits, in jurisdictions where required, to operate remote earth station facilities utilizing satellite services provisioned by the Company or the imposition of any administrative actions Company Subsidiaries, and such practice by the FCC Company and the Company Subsidiaries complies with applicable Law in such jurisdictions; (ii) the Company and the Company Subsidiaries recommend from time to time customers utilize a designated third party consultant to assist in securing such Permits; (iii) in some jurisdictions and depending on the service arrangement, the Company’s and the Company Subsidiaries’ respective customers may operate remote earth station facilities pursuant to the Permit granted to the Company or anythe Company Subsidiaries, as the case may be; and (iv) from August 1, 2006, no customer of the Company or any Company Subsidiary has been directed by a Governmental Entity to discontinue operations for customer failure to obtain a Permit.
Appears in 1 contract
Samples: Merger Agreement (Harris Corp /De/)