Telecommunications Matters Clause Samples

Telecommunications Matters. Notwithstanding any provision of this Agreement or the Services Schedules, the Parties acknowledge and agree that with respect to all telecommunications Services provided under this Agreement (as are specifically designated on the applicable Services Schedules), Parent is only acting to pass through such Services from the applicable telecommunications service vendor, and shall not be deemed to be providing such telecommunications Services to the Spinco Companies or any of the Spinco Business Employees.

Telecommunications Matters. Notwithstanding any provision of this Agreement, the Parties acknowledge and agree that with respect to all telecommunications Services provided under this Agreement (as are specifically designated on the applicable portion of the schedule), each Provider is only acting to pass through such Services from the applicable telecommunications service vendor and shall not be deemed to be providing such telecommunications Services to Recipient or any of its Personnel.

Telecommunications Matters. For as long as any Purchaser or any of its Affiliates owns at least 5% of the total equity of the Company, the Company will use its reasonable best efforts not to take any action which would cause or result in any violation by the Company or any of its Affiliates or by any Purchaser or any of its Affiliates of the applicable cross-ownership provisions of the Communications Act, as amended, or any comparable provisions of other Applicable Law, such that any Purchaser or any of its Affiliates would, as a result of Purchaser's or any of its Affiliates' ownership, operation or management (whether directly or by attribution) of local telephone systems owned, operated, managed (whether directly or by attribution) or subject to a definitive purchase agreement to be acquired by any Purchaser or any of its Affiliates as of the date of this Agreement and its interest in the Company, be compelled to (i) divest or restructure any interest in any such local telephone system, (ii) divest or restructure its investment in the Company, or (iii) incur any penalty or other sanction as a result of such action. Each Purchaser and the Company will, and will cause their respective Affiliates to, cooperate with each other to seek to obtain any consents or waivers necessary to avoid violations of the type referred to in the previous sentence; provided that none of the Purchasers nor any of their respective Affiliates shall be required to agree to any divestiture or restructuring of any of its assets or business in order to secure any such consent or waiver. Should such required consents and waivers not be secured, the Company will use its reasonable best efforts to refrain from such actions and will use their reasonable best efforts to take such actions as may be necessary from time to time in order to remedy any situation that could otherwise give rise to any such results as a result of such circumstances.

Telecommunications Matters. (a) Supplier or a Supplier Subcontractor will, at no additional charge to ABM, perform the functions of a Responsible Organization (“RespOrg”) with respect to all “called party pays” toll free numbers (e.g., those in the 800, 888 and similar service access code) (collectively “Toll Free Numbers”) for which ABM requests such RespOrg services, and will fully and promptly perform all RespOrg functions under applicable tariffs (including the B▇▇▇ Operating Company Tariffs) or rules, regulations and procedures of the FCC and the North American Number Coordinator pertaining to 800 Service Management System functions with respect to such Toll Free Numbers (“800 Service Management Systems SMS/800 Functions”); provided that Supplier and/or its Subcontractor shall not hold in reserve or otherwise refuse to release such Toll Free Numbers upon written request of ABM to release or transfer some or all Toll Free Numbers. (b) To the extent technologically and operationally compatible and permitted by applicable Laws, the Services may be connected/interconnected by ABM to other services provided by Supplier or to services provided by ABM itself or any other vendor. (c) To the extent Supplier elects to change one or more of its underlying providers of interexchange facilities, such change shall not, unless otherwise agreed, result in any interruption, diminution in service quality, or increase in the Charges. (d) Orders for the installation or relocation of elements of the Services must be submitted in writing by an authorized ABM representative and evidenced by an ABM service order number. ABM shall only be responsible for orders placed, and information directions and commitments relevant to such orders delivered to Supplier by such authorized ABM representatives. Supplier will accept service orders only from authorized ABM representatives identified on such list and will not solicit the placement of orders by unauthorized employees of ABM or Eligible Recipients. Supplier shall send ABM written confirmation of service orders not initiated by an authorized ABM or an Eligible Recipient representative and submitted in writing to Supplier within one (1) business day of Supplier’s receipt of each such order. Supplier shall implement such service order(s) only upon receipt of ABM’s written ratification of such order(s). Unless otherwise agreed by ABM in its sole discretion, in the event Supplier implements a service order placed by an individual without authorization without fi...

Telecommunications Matters. (a) The Company and the Subsidiaries hold all licenses, authorizations, certificates and registrations required by the FCC and by each State PUC that regulates the Business as are required for the operation of the Business (collectively, the “Telecommunication Permits”), and Section 4.22(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all such Telecommunication Permits. Except as set forth on Section 4.22(a) of the Company Disclosure Schedule, or as would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole, each Telecommunication Permit is in full force and effect, there are no Legal Proceedings pending, or, to the Knowledge of the Company, threatened which have resulted or would reasonably be expected to result in any revocation, suspension, default or violation of or with respect to any Telecommunication Permit, or any material fine or forfeiture in connection therewith. (b) Except as set forth in Section 4.22(b) of the Company Disclosure Schedule, since December 31, 2013, the Company and the Subsidiaries have operated and conducted their business in all material respects in compliance with the terms and conditions of the Telecommunication Permits and the Communications Laws, including timely and accurately submitting all material reports, notifications and applications required by applicable Communications Laws, and the payment of all material regulatory fees, assessments and contributions, except as would not, individually or in the aggregate, reasonably be expected to (i) result in material liability to the Company and the Subsidiaries, taken as a whole, (ii) prevent or materially interfere with or delay the consummation of any of the Transactions or (iii) materially affect, impede, or restrain the operation of the business of the Company or any of the Subsidiaries as now conducted; provided that, for purposes of the foregoing, (x) “material reports” shall include FCC Forms 499A and 499Q and (y) “material regulatory fees, assessments and contributions” shall include FCC regulatory fees, all contributions to support federal universal service, interstate telecommunication relay service, the administration of the North American Numbering Plan and the shared costs of local number portability administration. (c) Since December 31, 2013, the Company and the Subsidiaries have filed all required Universal Service Fund reports and all such filings were, when made, true, correct a...

Telecommunications Matters