Pole Attachment Agreements. (a) Listed on Schedule 3.07 are all of the pole attachment authorizations and agreements (individually, a "Pole Attachment Agreement", and collectively, the "Pole Attachment Agreements") presently held by Seller and the public utility, municipality or other authority which has granted such authorizations. True, complete and correct copies of each of the agreements, ordinances, resolutions, licenses or permits granting the Pole Attachment Agreements and all amendments, assignments and consents thereto have been furnished by Seller to Buyer. All of the Pole Attachment Agreements are validly existing, legally enforceable obligations of the parties thereto in accordance with their terms, and Seller is validly and lawfully operating the Acquired Systems under the Pole Attachment Agreements. Seller has duly complied in all material respects with all of the terms and conditions of the Pole Attachment Agreements to which it is a party and has not done or performed any act which would invalidate or impair its rights under the Pole Attachment Agreements. There is no pending assertion or claim against Seller that operations pursuant to any Pole Attachment Agreement have been improperly conducted or maintained or, to Seller's knowledge, after due inquiry, no facts or circumstances that might give rise to any such assertion or claim. Schedule 3.07 lists and describes the results of any audits or investigations conducted by any of the parties to the Pole Attachment Agreements during the previous three (3) years.
(b) The utility pole inventory of Seller shown on Schedule 3.07 is true and correct in all material respects and shows all poles attached for the operations of the Acquired Systems. All poles shown on Schedule 3.07 are contacted under valid permit under and in accordance with the terms of the Pole Attachment Agreements. All fees due and payable under the Pole Attachment Agreements have been paid. A true, correct and complete copy of the most recent invoice from each utility or other entity with whom Seller has entered into a Pole Attachment Agreement has been delivered by Seller to Buyer.
(c) There is no claim or action pending or, to Seller's knowledge, after due inquiry, threatened, against Seller by any public utility, municipality or other authority which has granted a Pole Attachment Agreement, or any third party. All rearrangement work on the poles and/or all pole changeout work requested of Seller prior to the date hereof by any grantor of a Pole Attachme...
Pole Attachment Agreements. Schedule 4.7 lists each of the contracts, agreements, easements, servitudes, rights-of-way, rights of access, ordinances, resolutions, licenses, permits and other rights or interests authorizing the Companies to use (or to construct, install, maintain, repair, replace and operate any cables and other equipment, fixtures and improvements associated with the Systems on or in) (i) any poles, ducts, conduits or trenches or similar equipment, fixtures or improvements located on real property of any Person other than the Companies or (ii) any easements, servitudes, rights-of-way, rights of access and other rights and interests to, in or with respect to such real property associated with (A) such poles, ducts, conduits, trenches, equipment, fixtures or improvements or (B) any cables or other equipment, fixtures and improvements associated with the Systems otherwise on, over or under real property of any Person other than the Companies (each, excluding any Franchise, individually, a “Pole Attachment Agreement”). Except as set forth on Schedule 4.7, each of the Pole Attachment Agreements is (or, in the case of the Cable Venture, upon entry of the Confirmation Order will be) a valid and binding obligation of the Cable Venture or Cable Corp., as the case may be, and, to the Companies’ Knowledge, any other party to such Pole Attachment Agreement (except, with respect to such other parties, insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally, or by principles governing the availability of equitable remedies), enforceable against the Cable Venture or Cable Corp., as the case may be, and, to the Companies’ Knowledge, any such other party in accordance with its respective terms. Except as specified on Schedule 4.2(b), the consummation of the transactions contemplated in this Agreement and the Related Agreements does not require the consent of any other party to any Pole Attachment Agreement, will not result in a breach of, or default under, any Pole Attachment Agreement, or otherwise cause any Pole Attachment Agreement to cease to be legal, valid, binding and enforceable and in full force and effect on identical terms following the Closing. True and correct copies of the Pole Attachment Agreements have been made available to the Buyer. Notwithstanding anything to the contrary in this Agreement, no other representation or warranty is made with respect to any of the Po...
Pole Attachment Agreements. Each Classic Company (i) has complied in all material respects with the terms and conditions of all pole attachment agreements to which it is a party (including any requirements for notifications, filing, reporting, posting and maintaining logs and records) and (ii) has not done or performed any act that would invalidate or impair in any material respect its rights under the pole attachment agreements. Except as set forth on Schedule 3.16(c), there is no pending claim that operations by any Classic Company pursuant to any pole attachment agreement have been improperly conducted or maintained in any material respect. There is no Proceeding pending, or to the knowledge of the Company, threatened, to terminate, suspect or modify in any material respect any pole attachment agreement.
Pole Attachment Agreements. Except as set forth on Schedule 3.15 or as would not reasonably be expected to have a Material Adverse Effect, no Seller has received any written notice of any claim against it that it is in default of any pole attachment agreements.
Pole Attachment Agreements. Except as set forth on Schedule 3.15 or as would not reasonably be expected to have a Material Adverse Effect, Midwest has not received any written notice of any claim against Midwest that it is in default under any pole attachment agreements.
Pole Attachment Agreements. Each of the Company and its Subsidiaries (i) has complied in all material respects with the terms and conditions of all pole attachment agreements to which it is a party (including any requirements for notifications, filing, reporting, posting and maintaining logs and records) and (ii) has not performed any act or failed to perform any act, the doing of which or failure to do so, would invalidate or impair in any material respect its rights under the pole attachment agreements. There is no pending claim that operations by the Company or any of its Subsidiaries pursuant to any pole attachment agreement have been improperly conducted or maintained in any material respect. There is no action, suit or proceeding pending, or to the knowledge of the Company, threatened, to terminate, suspend or modify in any material respect any pole attachment agreement.
Pole Attachment Agreements. For all pole attachment agreements -------------------------- relating to the System, the current rates being charged as pole attachment fees and the number of poles covered by each such agreement are disclosed in Schedule 5.14 hereto. All pole attachment fees due and payable under any pole attachment Contracts as of the Closing have been or will be paid prior to the Closing.
Pole Attachment Agreements. Operations Co acknowledges and agrees that the Authority will enter into each Pole Attachment Agreement required for the Project. During the Term, the Authority will, if applicable, renew each Pole Attachment Agreement no later than the expiration date set out in such Pole Attachment Agreement to ensure the continuous operation of the NG-KIH System. Subject to Project Co’s obligation to pay Pole Attachment Fees as set out in Section 3.5 of Appendix 4A [Services Specifications] to the Project Agreement, the Authority will fulfill, or cause to be fulfilled, any of the other obligations under the Pole Attachment Agreements. Project Co will cause the Authority to appoint Operations Co as its agent or designee pursuant to each Pole Attachment Agreement. Since Pole Attachment Agreements had not been entered into with all Pole Providers as at the Effective Date, the parties acknowledge that there may be an increase or decrease in the Baseline Pole Attachment Costs. Subject to the remaining provisions of this Section 3.9, Operations Co will finalize a Simple Pole Attachment Agreement with each Pole Provider (other than a Material Telecommunications Company) in accordance with the Project Schedule and subject to the Authority’s right to review each Simple Pole Attachment Agreement before it is finalized in accordance with the agreed review procedure. For clarity, Operations Co will not be entitled to claim a Compensation Event in respect of any delay in obtaining a fully executed Simple Pole Attachment Agreement from each Pole Provider (other than a Material Telecommunications Company) during the Construction Period unless:
(a) the Authority does not execute the finalized Simple Pole Attachment Agreement provided to the Authority by Operations Co within 3 Business Days of receipt thereof; or
(b) a Pole Provider refuses to enter into a Simple Pole Attachment Agreement. For the five Pole Providers identified with a double asterisk in Appendix 8A [Baseline Pole Attachment Costs] to the Project Agreement, Operations Co will use commercially reasonable efforts to negotiate alternate (i) payment structures, including upfront payment of pole attachment rates, (ii) contract duration, including multi-year pole attachment agreements and/or (iii) other contractual terms and conditions that may result in a Complex Pole Attachment Agreement. Project Co agrees to enforce its contractual rights under Section 3.9 of the Project Agreement against the Authority to ensure that the Au...
Pole Attachment Agreements. 15 3.08 Head-end Sites and Office Locations . . . . . . . . . . . . 16 3.09
Pole Attachment Agreements. 17 3.16 Right of First Refusal................................................................17 3.17 Insurance.............................................................................17 3.18
