Common use of Representations, Warranties and Additional Covenants Clause in Contracts

Representations, Warranties and Additional Covenants. Each of the Parties hereto represents, warrants and covenants to the other, with respect to facts and issues relating to it, that: (a) it has full power and authority to carry out all of the transactions contemplated hereby; (b) it shall comply in all material respects with all material laws, including state, local and federal rules and regulations governing the business, ownership, management and operations of such Party under this Lease Agreement; (c) all requisite resolutions and other authorizations necessary for the execution, delivery, performance and satisfaction of this Lease Agreement by it have been duly adopted and complied with. (d) Lessor further represents and warrants to Lessee as follows: (i) Lessor is the duly authorized exclusive holder of the FCC Licenses and that it meets the requisite eligibility and qualification requirements to hold the Licenses and lease them to Lessee. Lessor holds the FCC Licenses free and clear of all liens, and no other person has any right, title or interest (including, but not limited to, any right of first refusal or leasehold interest) in or to any of the FCC Licenses or the associated spectrum. The FCC Licenses have been granted to Lessor by Final Order and are in full force and effect. (ii) The term of such licenses is as set forth at Schedule 1 hereto. (iii) There is not pending or, to the knowledge of Lessor, threatened against Lessor or any of the FCC Licenses, nor does Lessor know of any basis for, any application, action, formal complaint, claim, investigation, suit, notice of violation, petition, objection or other pleading, or any proceeding before the FCC or any other governmental body, against Lessor or any of the FCC Licenses, which questions or contests the validity of, or seeks the revocation, cancellation, forfeiture, non-renewal or suspension of, any of the FCC Licenses, or which seeks the imposition of any adverse modification or amendment thereof, or the payment of a material fine, sanction, penalty, damages or contribution in connection with its use. (iv) All material documents required to be filed at any time by Lessor with the FCC or any other governmental body pursuant to FCC rules and policies with respect to each of the FCC Licenses have been timely filed or the time period for such filing has not lapsed, except where the failure to timely file or make such filing would not be material. All of such filings are complete and correct in all material respects. None of the FCC Licenses is subject to any conditions other than those appearing on its face and those imposed by FCC rules and policies. All amounts owed to the FCC in respect of each of the FCC Licenses have been timely paid and, as of the date hereof, no further amounts are due to the FCC in respect of any of the FCC Licenses. Without limitation of the foregoing, the FCC Licenses are not subject to any obligation to make installment payments. (v) Lessor is in compliance in all material respects with all laws, rules and regulations applicable to the FCC Licenses, and has complied in all material respects with the terms and conditions of the FCC Licenses. Lessor has not received written notice of any complaint or order filed alleging any material non-compliance with respect to any such laws, rules or regulations, in each case to the extent applicable to each of the FCC Licenses. (vi) Schedule II includes all FCC licenses in which Lessor or any of Lessor’s affiliates has any right or interest in the 1390-1395 MHz or 1432-1435 MHz spectrum. (e) Lessor shall not take any action inconsistent with Lessee’s rights or, subject to Lessee’s duties to FCC compliance solely as stated herein, in any way interfere or disturb Lessee’s rights set forth in this Lease Agreement.