Common use of Necessary Authorizations Clause in Contracts

Necessary Authorizations. Each Borrower Party and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations (including all FCC Licenses and State PUC Licenses), and all such Necessary Authorizations (including FCC Licenses and State PUC Licenses) are in full force and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack, application, objection or any other petition with a Governmental Authority for revocation, termination, suspension, denial or material modification of a Necessary Authorization, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect. The actions of any applicable Governmental Authority granting all Necessary Authorizations have not been reversed, stayed, enjoined, annulled or suspended. Each Borrower Party has duly and timely filed all material reports, statements and filings, and paid all required regulatory fees in accordance with the applicable rules and regulations of each applicable Governmental Authority, that are required to be filed by any of them with respect to FCC Licenses under the Communications Act or State PUC Licenses under any applicable State Telecommunications Laws, and are in all respects in compliance therewith, including the rules and regulations of the FCC and each applicable State PUC, in each case, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect. Each Borrower Party has received, and is in all respects in compliance with all State PUC Licenses and the applicable State Telecommunications Laws, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect or result in such Borrower Party not being authorized to own or operate any material portion of its Telecommunications Assets, or incur or remain liable with respect to any of the Obligations or Liens granted as security therefore. No Borrower Party has any knowledge of any event or circumstance constituting (i) noncompliance (or any Person alleging noncompliance) with any rule or regulation of the FCC and (ii) noncompliance (or any Person alleging noncompliance) with any applicable State Telecommunications Laws, except any noncompliance which has not had, and could not reasonably be expected to have, a Materially Adverse Effect or result in any Borrower Party not being authorized to own or operate any material portion of the Telecommunication Assets, or incur or remain liable with respect to any of the Obligations or Liens granted as security therefor.

Necessary Authorizations. Each Borrower Party and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations (including all FCC Licenses and State PUC Licenses), and all such Necessary Authorizations (including FCC Licenses and State PUC Licenses) are in full force and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack, application, objection or any other petition with a Governmental Authority for revocation, termination, suspension, denial or material modification of a Necessary Authorization, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect. The actions of any applicable Governmental Authority granting all Necessary Authorizations have not been reversed, stayed, enjoined, annulled or suspended. Each Borrower Party has duly and timely filed all material reports, statements and filings, and paid all required regulatory fees in accordance with the applicable application rules and regulations of each applicable Governmental Authority, that are required to be filed by any of them with respect to FCC Licenses licenses under the Communications Act or State PUC Licenses under any applicable State Telecommunications Laws, and are in all respects in compliance therewith, including the rules and regulations of the FCC and each applicable State PUC, in each case, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect. Each Borrower Party has received, and is in all respects in compliance with all State PUC Licenses and the applicable State Telecommunications Laws, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect or result in such Borrower Party not being authorized to own or operate any material portion of its Telecommunications Assets, or incur or remain liable with respect to any of the Obligations or Liens granted as security therefore. No Borrower Party has any knowledge of any event or circumstance constituting (i) noncompliance (or any Person alleging noncompliance) with any rule or regulation of the FCC and (ii) noncompliance (or any Person alleging noncompliance) with any applicable State Telecommunications Laws, except any noncompliance which has not hadnot, and could not reasonably be expected to have, a Materially Adverse Effect or result in any Borrower Party not being authorized to own or operate any material portion of the Telecommunication Assets, or incur or remain liable with respect to any of the Obligations or Liens granted as security therefor.

Necessary Authorizations. Each Borrower Party All approvals and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations (including all FCC Licenses and State PUC Licenses)licenses from, and all such Necessary Authorizations (filings ------------------------ and registrations with, any governmental or other regulatory authority, including the FCC Licenses for the New York PCS Network and State PUC Licenses) are in full force all grants, approvals, licenses, filings and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack, application, objection or any other petition with a Governmental Authority for revocation, termination, suspension, denial or material modification of a Necessary Authorization, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect. The actions of any applicable Governmental Authority granting all Necessary Authorizations have not been reversed, stayed, enjoined, annulled or suspended. Each Borrower Party has duly and timely filed all material reports, statements and filings, and paid all required regulatory fees in accordance with the applicable rules and regulations of each applicable Governmental Authority, that are required to be filed by any of them with respect to FCC Licenses registrations under the Communications Act or State PUC Licenses under Act, necessary in order to enable the Borrower and its Subsidiaries to own, construct, maintain and operate PCS Systems. --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC Net Cash Proceeds. With respect to any applicable State Telecommunications LawsPerson, and are in all respects in compliance therewith, including the rules and regulations of the FCC and each applicable State PUC, in each case, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect. Each Borrower Party has received, and is in all respects in compliance with all State PUC Licenses and the applicable State Telecommunications Laws, except any such failure to comply which has not, and could not reasonably be expected to have, a Materially Adverse Effect or result in such Borrower Party not being authorized to own or operate any material portion of its Telecommunications Assets, or incur or remain liable (a) with respect to any ----------------- Permitted Asset Sale, the proceeds of such Permitted Asset Sale in the Obligations or Liens granted as security therefore. No Borrower Party has any knowledge form of any event or circumstance constituting cash net of (i) noncompliance brokerage commissions and other fees and expenses (or any Person alleging noncomplianceincluding fees and expenses of counsel and investment bankers) with any rule or regulation of the FCC and related to such Permitted Asset Sale, (ii) noncompliance provisions for all taxes as a direct result of such Permitted Asset Sale, without regard to the consolidated results of operations of such Person and its Subsidiaries, taken as a whole, (iii) payments made to repay Indebtedness or any other obligation outstanding at the time of such Permitted Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale and (iv) appropriate amounts to be provided by such Person alleging noncomplianceor any Subsidiary of such Person as a reserve against any liabilities associated with such Permitted Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Permitted Asset Sale, all as determined in conformity with GAAP and (b) with any applicable State Telecommunications Laws, except any noncompliance which has not had, and could not reasonably be expected to have, a Materially Adverse Effect or result in any Borrower Party not being authorized to own or operate any material portion of the Telecommunication Assets, or incur or remain liable with respect to any issuance or sale of Capital Stock, the Obligations proceeds of such issuance or Liens granted sale in the form of cash or cash equivalents, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or cash equivalents (except to the extent such obligations are financed or sold with recourse to such Person or any Subsidiary of such Person) and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of attorney's fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of taxes paid or payable as security therefora result thereof. Net Income. With respect to any Person for any period, net income (or ---------- loss) of such Person determined in accordance with GAAP for such period.