Common use of Call Termination Clause in Contracts

Call Termination. (a) Except as set forth in Section 4.31(a) of the Company Disclosure Schedule, the Company and the Subsidiaries have been and are currently in compliance with all representations, warranties and covenants set forth in any third party agreements with respect to the call termination obligations and activities of the Company and the Subsidiaries, except for any noncompliance which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) Except where the failure to report or to calculate the percentage of interstate usage ("PIU") and percentage of local usage ("PLU"), individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, with respect to any third party used by the Company or the Subsidiaries to terminate telecommunications traffic, to the knowledge of the Company, the Company and the Subsidiaries have been and are properly reporting the PIU and PLU with respect to the calls terminated through such third party, and the PIU and PLU have been and are calculated properly in accordance with applicable FCC and state regulatory policies and regulations, and in accordance with the tariffs, where applicable, and the applicable representations, warranties and covenants set forth in the agreements with such third party. (c) With respect to any third party used by the Company or the Subsidiaries to terminate telecommunications traffic, to the knowledge of the Company, the Company and the Subsidiaries have been and are accurately providing applicable call data for each call transferred to such third party where such call data are known, or, where such call data are not known, such calls are being identified for purposes of calculating the PIU and PLU in accordance with applicable FCC and state regulatory policy and regulations, and in accordance with the tariffs, where applicable, and the applicable representations, warranties and covenants set forth in any agreements with such third party, except where the failure to do so, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (d) With respect to any call transferred by a carrier to the Company or any of the Subsidiaries with or without any call data, the Company and the Subsidiaries have no knowledge that the actual classification (whether Interstate, Intrastate IntraLATA, Local or other) of such call is or was different than the Company or such Subsidiary (or any third party engaged by the Company or such Subsidiary to terminate such call) has been or is reporting it to be, and the Company and the Subsidiaries have not entered into any agreement, understanding or arrangement with any carrier with the knowledge or suspicion by the Company that a call is to be intentionally misidentified or under which the call data are to be intentionally removed from the call by the carrier, or any other carrier interconnecting with the carrier or the Company, except where such misclassification, misidentification and/or removal, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (e) To the knowledge of the Company, except for requests from customers (including both users and carriers) of the Company's or any Subsidiary's services for call detail records to verify the Company's or any Subsidiary's ▇▇▇▇, or as set forth in Section 4.31(e) of the Company Disclosure Schedule, there have not been and are no outstanding demands or requests for or complaints to a regulator requesting an accounting or an investigation arising out of, related to or resulting from the PIU and/or PLU classification or from the origination, transport, delivery, and/or termination of telecommunications traffic (including the use of enhanced extended links), and neither the Company nor any Subsidiary has received notice of any regulatory investigation or accounting or written notice of any customer requesting a regulatory investigation or accounting, except where such demands, complaints or requests, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.