Common use of Permits and Licenses; Compliance with Law Clause in Contracts

Permits and Licenses; Compliance with Law. (a) The Seller currently holds all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary to conduct the businesses in which they are engaged and to own and use the facilities and properties owned and used by them (collectively, “Permits”), other than such permits or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) the Seller is in compliance with the requirements of all Permits. All such Permits held by the Seller are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.17. The sale of the Purchased Assets hereunder will not result in a default under or the termination of any such Permit. (i) The Seller is in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Business and (ii) the Seller has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Business. (c) The Seller has not received any written notice that the Seller is in violation in any respect of any zoning regulation, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the Premises. The Premises are not the subject of any condemnation action and, to the Knowledge of the Seller, there is no proposal under consideration by any Governmental Authority or entity to condemn the Premises.

Permits and Licenses; Compliance with Law. (a) The Seller currently holds all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary to conduct the businesses in which they are engaged and to own and use the facilities and properties owned and used by them (collectively, “Permits”), other than such permits or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) the Seller is in compliance in all material respects with the requirements of all Permits. All such Permits held by the Seller are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.172.18. The sale of the Purchased Assets hereunder will not result in a default under or the termination of any such Permit. (i) The Seller is in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Business and (ii) the Seller has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Business. This Section 2.18(b) does not apply to Real Property (for which Section 2.18(c) applies), environmental matters (for which Section 2.19 applies), employee benefit matters (for which Sections 2.20 and 2.29 apply), health and safety conditions (for which Section 2.21 applies), labor relations (for which Section 2.23 applies) and securities laws (for which Section 2.30 applies). (c) The Seller has not received any written notice that the Seller is in violation in any respect of any zoning regulation, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the Premises. The Premises are is not the subject of any condemnation action and, to the Knowledge of the Seller, and there is no proposal under consideration by any Governmental Authority or entity to condemn the Premises.

Permits and Licenses; Compliance with Law. (a) The Seller Except as disclosed in Section 2.12 of the Disclosure Schedule and except for such matters that would not reasonably be expected to have a Material Adverse Effect, (i) the Companies and Company Subsidiaries currently holds hold all foreign, federal, state and local the permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary for the current operation and the conduct (as it is being conducted prior to conduct the businesses in which they are engaged and to own and use Closing Date) of the facilities and properties owned and used by them Frontier LEC Business (collectively, “"Permits”"), other than such permits and all Permits are in full force and effect, (ii) neither Seller nor any Company or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller Company Subsidiary has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (iiiii) the Seller is Sellers and the Companies and Company Subsidiaries are in compliance with the requirements of all Permits. All such Permits held by the Seller are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.17. The sale of the Purchased Assets hereunder will not result in a default under or the termination of any such Permit. (b) Except as disclosed in Section 2.12 of the Disclosure Schedule and except for such matters that would not reasonably be expected to have a Material Adverse Effect, (i) The Seller is the Sellers, the Companies and the Company Subsidiaries are in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable applicable, to the knowledge of the Sellers, to the conduct of the Frontier LEC Business as it is being conducted prior to the Closing Date and (ii) the neither Seller nor any Company or Company Subsidiary has not been charged at since July 1, 1997 by any time Governmental Authority with a violation of any Law or any Governmental Order relating to the conduct of the BusinessFrontier LEC Business which charge remains unresolved. (c) The Seller has Except as disclosed in Section 2.12 of the Disclosure Schedule and except for such matters that would not received any written notice reasonably be expected to have a Material Adverse Effect, (i) each of the Companies and Company Subsidiaries maintains effective tariffs for services that they offer that are subject to tariff requirements, (ii) each of the Seller is Companies and Company Subsidiaries offers its tariffed services in violation in any respect a manner consistent with the filed tariff, (iii) other than orders and other requirements of any zoning regulationLaw applicable generally to local exchange carriers or another subset of carriers, building restriction, restrictive covenant, ordinance no order or other requirement of Law relating has been received by a Company or Company Subsidiary concluding that its tariff is unlawful, (iv) other than orders and other requirements of Law applicable generally to any Real Property that the Seller owns including the Premises. The Premises are not the subject local exchange carriers or another subset of any condemnation action andcarriers, to the Knowledge no order or other requirement of Law has been received by a Company or Company Subsidiary since December 31, 1999 suspending a tariff, which suspension remains in effect as of the Seller, there date hereof and (v) each Company and Company Subsidiary with a tariff in effect has taken steps in the ordinary course of business to maintain the effectiveness of its tariffs and to enforce applicable terms and conditions in a manner that is no proposal under consideration by any Governmental Authority or entity to condemn the Premisesnot unreasonably discriminatory.

Permits and Licenses; Compliance with Law. (a) The Seller To Rapid Link’s Knowledge, Rapid Link and each Subsidiary (that holds the Telenational Assets) thereof currently holds hold all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permitsenvironmental permits, necessary to conduct the businesses in which they are engaged and to own and use the facilities and properties owned and used by them Core Business (collectively, “Permits”), other than ) except where the failure to hold such permits or authorizations the lack of which Permit would not materially and adversely affect the Businesshave a Material Adverse Effect. To Rapid Link’s Knowledge, properties, prospects or financial condition of the Seller. Each each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) neither Rapid Link nor any Subsidiary (that holds the Seller Telenational Assets) thereof has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) to Rapid Link’s Knowledge, Rapid Link and each Subsidiary (that holds the Seller is Telenational Assets) thereof are in compliance with the requirements of all Permits, except for any non compliance that could not reasonably be expected to have a Material Adverse Effect. All such Permits held by the Seller are assignable Subject to the Buyer, and no governmental receipt of the approvals are required for such assignment, except in each case as set forth identified on Schedule 2.17. The 2.18(a), the consummation of the transactions contemplated hereby (including, without limitation, the sale of the Purchased Telenational Assets hereunder hereunder) will not result in a default under or the termination of any such Permit. (b) To Rapid Link’s Knowledge, (i) The Seller is Rapid Link and each Subsidiary (that holds the Telenational Assets) are in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Core Business where the failure of which would not have a Material Adverse Effect, and (ii) the Seller neither Rapid Link nor any Subsidiary (that holds Telenational Assets) has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the BusinessBusiness except for such violations which would not have a Material Adverse Effect. (c) The Seller has not received Neither Rapid Link nor any written notice of its Subsidiaries that the Seller is in violation in any respect of any zoning regulationhold Telenational Assets, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the Premises. The Premises are not the subject of any condemnation action and, nor to the Knowledge of Rapid Link, any officer, director, agent, employee or other Person associated with or acting on their behalf, has, directly or indirectly, materially violated any provision of the SellerForeign Corrupt Practices Act of 1977, there is no proposal under consideration by as amended (the “FCPA”), and to the Knowledge of Rapid Link, none of them has used any Governmental Authority corporate funds for unlawful contributions, gifts, entertainment or entity other unlawful expenses relating to condemn political activity, made, offered or authorized any unlawful payment to foreign or domestic government officials or employees, or made, offered or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment. Rapid Link has established reasonable internal controls and procedures designed to ensure compliance with the PremisesFCPA.

Permits and Licenses; Compliance with Law. (a) The Seller Company currently holds all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary to conduct the businesses in which they are it is engaged and to own and use the facilities and properties owned and used by them it (collectively, “Permits”), other than such permits or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller Company has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) the Seller Company is in material compliance with the requirements of all Permits. All such Permits held by the Seller Company are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.172.18. The sale of the Purchased Assets Shares hereunder will not result in a default under or the termination of any such Permit. (i) The Seller Company is in material compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Business Company and (ii) the Seller Company has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Businessbusiness of the Company. (c) The Seller Company has not received any written notice that the Seller Company is in violation in any respect of any zoning regulation, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the PremisesCompany owns. The Premises are Real Property is not the subject of any condemnation action and, to the Knowledge of the Seller, and there is no proposal under consideration by any Governmental Authority or entity to condemn the PremisesReal Property.

Permits and Licenses; Compliance with Law. (a) The Seller currently holds all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary to conduct the businesses in which they are engaged and to own and use the facilities and properties owned and used by them (collectively, “Permits”), other than such permits or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) the Seller is in compliance with the requirements of all Permits. All such Permits held by the Seller are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.172.18. The sale of the Purchased Assets hereunder will not result in a default under or the termination of any such Permit. (i) The Seller is in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Business and (ii) the Seller has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Business. (c) The Seller has not received any written notice that the Seller is in violation in any respect of any zoning regulation, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the Premises. The Premises are is not the subject of any condemnation action and, to the Knowledge of the Seller, and there is no proposal under consideration by any Governmental Authority or entity to condemn the Premises.