Qualifications of Purchaser. Except as provided on SCHEDULE 6.5 hereto, Purchaser is legally and technically qualified to acquire control of the Licenses, the RSA 2 Licenses and the Partnership Interest and to operate the Business as required by the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"), and by the rules, regulations and policies of the FCC; and Purchaser does not know of any facts, circumstances or proceedings which could disqualify it under the Communications Act or the FCC's rules, regulations or policies from acquiring control of the Licenses, the RSA 2 Licenses and the Partnership Interest or operating the Business. Purchaser has such knowledge and experience in the communications industry specifically, and in financial and business matters generally, to enable Purchaser to evaluate the relative merits and risks of the transactions contemplated by this Agreement. Purchaser acknowledges receipt of and the opportunity to review those documents and items referenced on Schedule 6.5(a) (the "Due Diligence Documents"), and Purchaser represents that it has had adequate opportunity to review such Due Diligence Documents.
Qualifications of Purchaser. The Purchaser is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Junior Convertible Notes and has the capacity to protect its own interests. The Purchaser is aware that an investment in the Junior Convertible Notes is highly speculative and that there can be no assurance as to what return, if any, there may be in such investment. At the time the Purchaser was offered the Junior Convertible Notes, the Purchaser was, and at the date hereof is, and on the date of the Closing will be, an “accredited investor,” as defined in Regulation D under the Securities Act.
Qualifications of Purchaser. 36 6.6 Brokers ........................................................36 ARTICLE 7: PERFORMANCE BY SELLER, LICENSEE AND SHAREHOLDER PENDING CLOSING ........................................................36
Qualifications of Purchaser. Neither Purchaser nor any of its directors, officers or other individuals having primary management or supervisory responsibilities of Purchaser is or has been proposed for debarment or suspension, or formally debarred or suspended, by any Governmental Authority or otherwise has been declared ineligible for contracting with any Governmental Authority. Purchaser is in material compliance with all applicable national security obligations required under applicable Law, regulations, contracts, subcontracts and policies of any relevant Governmental Authority. To the Knowledge of Purchaser, there are no facts or circumstances that reasonably would result in Purchaser being debarred, suspended, proposed for suspension or debarment, or being determined non-responsible for a particular contract with any Governmental Authority, or with respect to any procurement by a Governmental Authority.
Qualifications of Purchaser. The Purchaser represents and warrants that it is an institutional “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D under the Securities Act and that it is a “qualified purchaser” (as determined in accordance with Section 2(a)(51) of the Investment Company Act of 1940, as amended) not formed solely for the purpose of owning the Preferred Securities.
Qualifications of Purchaser. (a) Except as set forth in the last sentence of Section 6.5(b), each of Purchaser and a Subsidiary, if any, is legally and technically qualified to acquire control of the FCC Licenses and to operate the Cellular Business as required by the Communications Act of 1934, as amended (the "Communications Act"), and by the rules, regulations and policies of the FCC; and, except as set forth in Section 6.5(b), neither Purchaser nor a Subsidiary, if any, know of any facts, circumstances or proceedings which could disqualify it under the Communications Act or the FCC's rules, regulations or policies from acquiring control of the Licenses or operating the Cellular Business. Each of Purchaser and a Subsidiary, if any, has such knowledge and experience in the communications industry specifically, and in financial and business matters generally, to enable Purchaser and a Subsidiary, if any, to evaluate the relative merits and risks of the transactions contemplated by this Agreement. Purchaser acknowledges receipt of and the opportunity to review those documents and items referenced on Schedule 6.5(a) (the "Due Diligence Documents"), and Purchaser represents that it has had adequate opportunity to review such Due Diligence Documents, provided that Purchaser's receipt and review of the Due Diligence Documents shall not limit any of Purchaser's rights set forth herein, except as specifically set forth in Section 11.1(a).
(b) Purchaser represents and warrants that as of the date hereof and as of the Date of Closing, its only commercial mobile radio service ("CMRS") interests in the ICL license areas are: Public Service Wireless, Inc.'s interests, through it ownership interest in Enterprise Communications PCS Partnership (Chamxxxx xxx Lee Xxxnties, AL and Heard and Troux Counties, GA), and Enterprise Communications PCS Partnership's attributable interest in Sprint PCS licenses arising out of an agreement with an affiliate of Sprint, Inc. (Chamxxxx xxx Lee Counties, AL, and Harrxx, Xxard and Troux Xxxnties, GA), and Purchaser's interests (Harrxx Xxxnty, GA) (such interests have been transferred to Purchaser by Public Service PCS, Inc., subject to FCC approval). Excluding the acquisition of the FCC Licenses, Purchaser holds a maximum attributable ownership interest (as defined by the FCC) of 25 MHz of CMRS spectrum in any or all portions of the Territory. The CMRS interests referred to in this Section 6.5(b) would exceed the 45 MHz spectrum cap limitations of Section 20.6 of t...
Qualifications of Purchaser. 36 6.6 Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36 ARTICLE 7: PERFORMANCE BY SELLER, LICENSEE AND SHAREHOLDER PENDING CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
