Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC and the municipalities of Cornell and/or Xxxxxx ("PERMITS") issued to or held by the Company in connection with its operations. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and the Porters are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents filed by the Company within the past five (5) years with the FCC, the ICC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, ordersfranchises, Orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC VSCC and the any municipalities of Cornell and/or Xxxxxx ("PERMITS") issued to or held by the Company in connection with its operationsoperations or the Business. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters Company and the Sellers are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except to the extent set forth on Schedule 2.26 hereto, no other Person is currently operating or providing telephone service within the Business' telephone exchange area and, to the Sellers' and Company's knowledge, no Person is anticipating or contemplating doing so. Except as set forth in on Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC VSCC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC VSCC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents which are unique to the Business and which were filed by the Company within the past five three (53) years with the FCC, the ICC VSCC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to the Purchaser by Sellerthe Sellers. The transactions contemplated by this Agreement shall not cause the Business' study area to change. Peoples is currently an average schedule company and neither the Company nor the Sellers know of any reason such study area or average schedule company status should not continue to be available to the Company after the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Fairpoint Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC and the all applicable municipalities of Cornell and/or Xxxxxx ("PERMITSPermits") issued to or held by the Company in connection with its operationsoperations as presently conducted. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and the Porters are Seller is not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. The El Paso, Illinois territory served by Telephone constitutes one (1) entire study area. Except as set forth in Schedule 2.26, no upon receipt of authorization, consent consent, approval or notification of exemption from or filing with any Authority is necessary notice to the applicable Person, as set forth in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herebySchedule 2.3 hereto, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC and any other regulatory or governmental authority Authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof Execution Date have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC and other regulatory or governmental authorities Authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents filed by the Company within the past five (5) years with the FCC, the ICC and any other regulatory Authority or governmental authority municipality (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements statements, Permits and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by the Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC and the municipalities of Cornell and/or Xxxxxx ("PERMITS") issued to or held by the Company in connection with its operations. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and the Porters are Seller is not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents filed by the Company within the past five three (53) years with the FCC, the ICC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Seller.
Appears in 2 contracts
Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, ordersfranchises, Orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC PPUC and the any regulatory or governmental authorities or municipalities of Cornell and/or Xxxxxx ("PERMITS") issued to or held by the Company in connection with its operationsoperations or the Business. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and neither the Porters are not aware Company nor the Sellers have received any notice or notification of any reason not set forth in said Permit why that any such Permit would will not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. The Company has no franchises, licenses, authorizations or Orders from any county or municipality, and no franchises, licenses, authorizations or Orders from any county or municipality are required for the Company to conduct its business as presently conducted and to the knowledge of the Sellers' and the knowledge of the officers, directors, managers and bookkeeper of the Company, no franchises, licenses, authorizations or Orders will be required following the Closing Date for the Company to conduct its business as presently conducted from any county or municipality. Except to the extent set forth on Schedule 2.26 hereto, no other Person is currently operating or providing telephone service within the Business' telephone exchange area and, to the Sellers' knowledge and knowledge of the Company's officers, directors, managers and bookkeeper, no Person is anticipating or contemplating doing so. Except as set forth in on Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC PPUC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC PPUC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents which are unique to the Business and which were filed by the Company within the past five three (53) years with the FCC, the ICC PPUC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as set forth on Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to the Purchaser by Sellerthe Sellers. The transactions contemplated by this Agreement shall not cause the Business' study area to change. MSH is currently an average schedule company and neither the Company nor the Sellers have received any notice or notification of any reason that such study area or average schedule company status should not continue to be available to the Company after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, ordersfranchises, Orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC WUTC and the any municipalities of Cornell and/or Xxxxxx ("PERMITS") issued to or held by the Company in connection with its operationsoperations or the Business. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters Company and the Seller are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except to the extent set forth on Schedule 2.26 hereto, no other Person is currently operating or providing telephone service within the Business' telephone exchange area and, to the Seller' and Company's knowledge, no Person is anticipating or contemplating doing so. Except as set forth in on Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (iI) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC WUTC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC WUTC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents which are unique to the Business and which were filed by the Company within the past five three (53) years with the FCC, the ICC WUTC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to the Purchaser by the Seller. The transactions contemplated by this Agreement shall not cause the Business' study area to change.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, ordersfranchises, Orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC MoPSC and the any municipalities of Cornell and/or Xxxxxx ("PERMITS"“Permits”) issued to or held by the Company in connection with its operationsoperations or the Business. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters Company and the Sellers are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except to the extent set forth on Schedule 2.26 hereto, no other Person is currently operating or providing telecommunications, data, or video services within the Business’ Market and, to the Sellers’ and Company’s knowledge, no Person is anticipating or contemplating doing so. Except as set forth in on Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC MoPSC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC MoPSC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents which are unique to the Business and which were filed by the Company within the past five three (53) years with the FCC, the ICC MoPSC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to the Purchaser by Sellerthe Sellers.
Appears in 1 contract
Samples: Stock Purchase Agreement (Fairpoint Communications Inc)
Permits and Reports. Schedule 2.26 4.25 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority authority or other Person person including, without limitation, the FCC and the ICC and the municipalities of Cornell and/or Xxxxxx SDPUC ("PERMITSPermits") issued to or held by the Company Union in connection with its operations. Such Permits are the only Permits that are required for the Company Union to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and neither the Company Shareholders nor Union has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company Union is in full compliance in all material respects with the terms of each such Permit, and the Porters Shareholders and Union are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.264.25, to the best of Shareholders' and Union's knowledge, (i) all returns, reports, applications, statements and other documents required to be filed by the Company Union with the FCC, the ICC SDPUC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC SDPUC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and (iii) no other documents filed by the Company person or entity is currently operating or providing telephone service within the past five (5) years with exchange boundaries served as of the FCCdate hereof by Union, and, to the ICC best of the Shareholders' and any Union's knowledge, no other regulatory person or governmental authority (including taxing authorities) entity is anticipating or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Sellercontemplating doing so.
Appears in 1 contract
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, ordersfranchises, Orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC IPUC and the any municipalities of Cornell and/or Xxxxxx ("PERMITSPermits") issued to or held by the Company in connection with its operationsoperations or the Business, the loss of which would or could have a financial impact of Ten Thousand Dollars ($10,000) or more to the Company. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters Company and the Sellers are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except to the extent set forth on Schedule 2.26 hereto, no other Person is currently operating or providing local exchange telephone service within the Business' telephone exchange area and, to the Sellers' and Company's knowledge, no Person is anticipating or contemplating doing so. Except as set forth in on Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each . Each Permit issued to or held by the Company will continue in full force and effect following the Closing DateDate provided that all approvals and/or consents set forth on Schedules 2.3, 2.26 and 3.3 are timely received. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC IPUC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material Material respects, and (ii) all reporting requirements of the FCC, the ICC IPUC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material Material respects. A listing of all returns, reports, applications, statements reports and other documents applications filed by the Company within the past five three (53) years with the FCC, the ICC IPUC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements reports and other documents applications set forth on Schedule 2.26 have been previously provided to the Purchaser by Sellerthe Sellers. Fremont is currently a cost company and neither the Company nor the Sellers know of any reason such cost company status should not continue to be available to the Company after the Closing Date.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (Fairpoint Communications Inc)
Permits and Reports. Schedule 2.26 4.25 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority authority or other Person person including, without limitation, the FCC and the ICC and the municipalities of Cornell and/or Xxxxxx SDPUC ("PERMITSPermits") issued to or held by the Company Armour or Bridgewater in connection with its operations. Such Permits are the only Permits that are required for the Company Armour or Bridgewater to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and neither the Company Shareholders, Armour nor Bridgewater has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company Armour and Bridgewater is each in full compliance in all material respects with the terms of each such Permit, and the Porters Shareholders, Armour and Bridgewater are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.264.25, to the best of Shareholders', Armour and Bridgewater's knowledge, (i) all returns, reports, applications, statements and other documents required to be filed by the Company Armour or Bridgewater with the FCC, the ICC SDPUC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC SDPUC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and (iii) no other documents filed by the Company person or entity is currently operating or providing telephone service within the past five (5) years with exchange boundaries served as of the FCCdate hereof by Armour and Bridgewater, and, to the ICC best of the Shareholders', Armour's and any Bridgewater's knowledge, no other regulatory person or governmental authority (including taxing authorities) entity is anticipating or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Sellercontemplating doing so.
Appears in 1 contract
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, franchises, orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC PUCO and the municipalities municipality of Cornell and/or Xxxxxx Columbus Grove ("PERMITSPermits") issued to or held by the Company in connection with its operations, the Business, the Exchange or the Franchise. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters are Company and the Belch Sisters is not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. Except as set forth on Schedule 2.26, no other Person is currently operating or providing cable television or local exchange telephone service within the Columbus Grove cable television franchise area or telephone exchange area and, to the Belch Sisters' and Company's knowledge, no Person is anticipating or contemplating doing so. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC PUCO and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC PUCO and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents filed by the Company within the past five (5) years with the FCC, the ICC PUCO and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; except as set forth on Schedule 2.26 hereto, true and -23- complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Seller. The transactions contemplated by this Agreement shall not cause the Exchange's cost study area to change.
Appears in 1 contract
Permits and Reports. Schedule 2.26 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, franchises, orders, approvals or other authorizations from any Authority or other Person including, without limitation, the FCC and the ICC and the municipalities municipality of Cornell and/or Xxxxxx Xxxxx City ("PERMITSPermits") issued to or held by the Company in connection with its operations, the Business, the Exchange or the Franchise. Such Permits are the only Permits that are required for the Company to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and the Company has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company is in full compliance with the terms of each such Permit, and each of the Porters are Company and the Seller is not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms as currently exist, upon expiration of such Permit. To the best of the Seller's knowledge, with the exception of Alltel Corp. and United States Cellular Corporation, no other Person is currently operating or providing telephone service within the Xxxxx City telephone exchange area and, to the Seller's and Company's knowledge, no Person is anticipating or contemplating doing so. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.26, (i) all returns, reports, applications, statements and other documents required to be filed by the Company with the FCC, the ICC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements and other documents filed by the Company within the past five three (53) years with the FCC, the ICC and any other regulatory or governmental authority (including taxing authorities) or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Seller. The transactions between the parties hereto contemplated by this Agreement shall not cause the Exchange's cost study area to change. Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in this Section 2.26 shall be limited with respect to all time periods ending on or before July 7, 1995, to the best of Seller's (including the Company, Cellular and their Affiliates) knowledge.
Appears in 1 contract
Permits and Reports. Schedule 2.26 4.25 hereto sets forth a list ------------------- of all permits, licenses, registrations, certificates, orders, approvals or other authorizations from any Authority authority or other Person including, without limitation, the FCC and the ICC and the municipalities of Cornell and/or Xxxxxx person ("PERMITSPermits") issued to or held by the Company WMW in connection with its operations. Such Permits are the only Permits that are required for the Company WMW to conduct its business as presently conducted and proposed to be conducted. Each such Permit is in full force and effect, and neither the Company Shareholders nor WMW has not received notice that any suspension, cancellation or modification of the terms of any such Permit is threatened. The Company WMW is in full compliance in all material respects with the terms of each such Permit, and the Porters Shareholders and WMW are not aware of any reason not set forth in said Permit why any such Permit would not be renewed, upon substantially the same terms -terms as currently exist, upon expiration of such Permit. Except as set forth in Schedule 2.26, no authorization, consent or notification of or filing with any Authority is necessary in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and each Permit issued to or held by the Company will continue in full force and effect following the Closing Date. Except as set forth on Schedule 2.264.25, to the best of Shareholders' and WMW's knowledge, (i) all returns, reports, applicationsapplications-, statements and other documents required to be filed by the Company WMW with the FCC, the ICC and any other regulatory or governmental authority or municipality (including taxing authorities) with respect to the Business business on or before the date hereof have been duly filed or properly extended as permitted by law (details of such extensions, if any, are set forth on Schedule 2.26 hereto) and are true and complete in all material respects, and (ii) all reporting requirements of the FCC, the ICC and other regulatory or governmental authorities or municipalities (including taxing authorities) having jurisdiction thereof have been complied with in all material respects. A listing of all returns, reports, applications, statements ; and (iii) no other documents filed by the Company person or entity is currently operating or providing television service within the past five (5) years with boundaries served as of the FCCdate hereof by WMW, and to the ICC best of the Shareholders' and any WMW's knowledge, no other regulatory person or governmental authority (including taxing authorities) entity is anticipating or municipality is attached hereto as Schedule 2.26; true and complete copies of all such returns, reports, applications, statements and other documents set forth on Schedule 2.26 have been previously provided to Purchaser by Sellercontemplating doing so.
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