Telecommunications Regulatory Matters. (a) Each Consolidated Party has obtained all material Governmental Approvals of any Governmental Authority having jurisdiction over such Consolidated Party, which Governmental Approvals are necessary for the operation of the Businesses. All Governmental Approvals of such Consolidated Party are in full force and effect, are duly issued in the name of, or validly assigned to, such Consolidated Party and such Consolidated Party has the power and authority to operate thereunder, except in each case to the extent the failure thereof could not reasonably be expected to result in a Material Adverse Effect.
(b) No consent or approval of, or notification to, the FCC, a State PUC or any other Governmental Authority responsible for telecommunications matters is required in connection with the consummation of this Agreement of the making of the Loans, except where the failure to obtain such consent or approval, or to give such notification could not reasonably be expected to result in a Material Adverse Effect.
(c) There are no proceedings pending or, to the knowledge of the Borrower, threatened from or before the FCC, a State PUC or any other Governmental Authority responsible for telecommunications matters naming any of the Consolidated Parties, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.
Telecommunications Regulatory Matters. (i) Buyer will have been duly licensed and/or registered as a provider of regulated telecommunications services and be in good standing to so provide such regulated telecommunications services in each of the jurisdictions set forth in Schedule 11.1(h)(i) hereto, in which jurisdictions the nature of the business to be conducted by Buyer after the Closing Date makes such licensing or registration of Buyer necessary, unless waived by Buyer in its sole discretion.
(ii) Schedule 11.1(h)(ii) hereto sets forth a list of all filings and regulatory approvals required to be obtained under the Telecommunications Laws to enable Buyer to purchase the Purchased Assets and consummate the transaction contemplated by this Agreement, other than such filings and regulatory approvals that pertain solely to Buyer’s authorization to operate the Purchased Assets after the Closing Date (i.e., applications for certificates of public convenience and necessity or similar authorizations), and includes all filings and regulatory approvals required for Sellers to hold full and complete qualification, licensing and other regulatory approvals for all conduct of the Business.
(iii) All necessary consents, approvals, and authorizations required under the State Telecommunications Laws for the transfer to Buyer of the customer accounts and other assets of Sellers used in providing intrastate telecommunications services will have been obtained, except for approvals relating solely to Non-Transferred Assets approved by Buyer in its sole discretion.
(iv) There shall be no action, order, claim, suit proceeding, litigation, review, notice or, to the Knowledge of Sellers, investigation or inquiry, pending before the FCC or any State Regulatory Commission, relating to or affecting Sellers or any of their respective properties or assets or any officer or director or shareholder of Sellers, or the payments of sums owing to such authorities as set forth on Schedule 5.12 hereto; and
Telecommunications Regulatory Matters. (a) The Borrower and each Restricted Subsidiary have obtained all material Governmental Approvals of any Governmental Authority having jurisdiction over such Persons, which Governmental Approvals are reasonably necessary for the operation of the Businesses. All Governmental Approvals of such Persons are in full force and effect, are duly issued in the name of, or validly assigned to, such Persons and such Persons have the power and authority to operate thereunder, except in each case to the extent the failure thereof could not reasonably be expected to have a Material Adverse Effect.
(b) There are no proceedings pending or, to the knowledge of any Responsible Officer of the Borrower, threatened from or before the FCC, a State PUC or any other Governmental Authority responsible for telecommunications matters naming any of the Borrower or any Restricted Subsidiary, that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Telecommunications Regulatory Matters. (i) Listed on the Telecommunications Regulatory Permits Schedule are all of the regulatory tariffs of the Company and its Subsidiaries, respectively, on file with the FCC and comparable state regulatory authorities, true and correct copies of which have been delivered or made available to the Purchasers. Such regulatory tariffs are in full force and effect on the date of this Agreement and will be in full force and effect on the Closing Date in accordance with all of their terms. To the Company’s knowledge, there is no outstanding or threatened notice of cancellation or termination in connection with any of these regulatory tariffs, nor is the Company or any Subsidiary subject to any government imposed restrictions or conditions applicable to its regulatory tariffs that limit or would limit the operation of their businesses (other than restrictions or conditions generally applicable to the regulatory tariffs). To the extent required, each such tariff has been duly approved by the applicable regulatory agency. There are no complaints, petitions or proceedings pending or, to the Company’s knowledge, threatened, before the FCC or any comparable state regulatory authority relating to the respective telecommunications businesses, operations or regulatory tariffs of the Company and its Subsidiaries. The foregoing representation and warranty does not apply to any complaints, petitions, or proceedings applicable to or affecting the telecommunications industry, competitive local exchange carriers, interexchange carriers, and/or international carriers generally.
(ii) Listed on the Telecommunications Regulatory Permits Schedule are all of the Telecommunications Regulatory Permits held by the Company and its Subsidiaries. For purposes of this Agreement, “Telecommunications Regulatory Permits” means all licenses, permits, certificates or other operating authorities issued by the FCC or a comparable state regulatory authority authorizing the provision of telecommunications services. The Telecommunications Regulatory Permits set forth on the Telecommunications Regulatory Permits Schedule constitute all of the licenses, permits, certificates and other operating authorities which are required for the lawful conduct of the respective telecommunications businesses of the Company and its Subsidiaries. Each of such Telecommunications Regulatory Permits are in full force and effect in accordance with their terms on the date of this Agreement, and will be in full force and effec...
Telecommunications Regulatory Matters. Except as set forth on Schedule 5.16, no consent or approval of, or notification to, any state, federal or foreign regulatory body having jurisdiction over telecommunications matters is required solely in connection with the consummation by Seller of the transactions contemplated hereby.
