Common use of Telecom Law Clause in Contracts

Telecom Law. (a) Without limiting the generality of Section 5.10, Seller is currently in compliance in all respects with applicable Telecom Laws and has in the past complied in all respects with applicable Telecom Laws. Without limiting the generality of the foregoing, Seller has filed all reports, and paid all contributions and fees, required by the Telecom Laws applicable to Seller, including with respect to FCC regulatory fees, contributions to state or federal universal service support mechanisms, contributions to intrastate or interstate telecommunications relay services, contributions to administration of the North American Numbering Plan, contributions to the shared costs of local number portability administration, FCC and state regulatory fees, franchise fees, and state E911 fees. No investigation, review or Proceeding by the FCC or any State PUC with respect to any actual or alleged material violation of Telecom Law by Seller is pending or, to the Knowledge of Seller, threatened, nor has Seller received any written or, to the Knowledge of Seller, oral notice from the FCC or any State PUC indicating an intention to conduct the same. (b) Seller has obtained all Governmental Authorizations necessary for it to conduct its Business in compliance, in all material respects, with applicable Telecom Laws (the ”Company Telecom Permits”), each of which is listed in Section 5.9(a) of the Disclosure Schedule. Each of the Company Telecom Permits is in full force and effect and Seller is not in violation of any of the terms, conditions and requirements of any of the Company Telecom Permits. Seller has provided to Buyer correct and complete copies of all Company Telecom Permits. (c) There is no Proceeding pending or, to the Knowledge of Seller, threatened, that: (i) questions or contests the validity of, or seeks the revocation, non-renewal or suspension of, any Company Telecom Permit; or (ii) seeks the imposition of any material condition, administrative sanction, modification or amendment with respect to any Company Telecom Permit. No consent under any of Company Telecom Permit is required to be obtained under applicable Telecom Law in connection with consummation of the transactions contemplated by this Agreement and the Transaction Documents. (d) Except for the Seller Required Consents and Authorizations, no consent, approval, waiver, order, permit or authorization of, or application, registration, qualification, designation, declaration, notification or filing with or to, the FCC or any State PUC is required in connection with the execution and delivery by Seller (as applicable) of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. To the Knowledge of Seller, there are no facts or circumstances relating to Seller that would be reasonably likely to prevent, materially delay, or otherwise materially interfere with, the issuance of any approval by the FCC or any State PUC included in the Seller Required Consents and Authorizations.

Telecom Law. (a) Without limiting Except as set forth in Section 3.16(a) of the generality of Section 5.10Company Disclosure Schedule, Seller the FiberNet Business is currently being conducted by the Company and the Company Subsidiaries in compliance compliance, in all respects material respects, with applicable Telecom Laws Law and has each has, in the past complied past, conducted the FiberNet Business in compliance, in all respects material respects, with applicable Telecom LawsLaw. Without limiting the generality of the foregoingSince January 1, Seller 2008 there has filed all reports, and paid all contributions and fees, required by the Telecom Laws applicable to Seller, including with respect to FCC regulatory fees, contributions to state or federal universal service support mechanisms, contributions to intrastate or interstate telecommunications relay services, contributions to administration of the North American Numbering Plan, contributions to the shared costs of local number portability administration, FCC and state regulatory fees, franchise fees, and state E911 fees. No not existed any investigation, review or Proceeding by the FCC or any State PUC with respect to the FiberNet Business in relation to any actual or alleged material violation of Telecom Law by Seller Law, and there is not now pending or, to the Knowledge of SellerCompany’s Knowledge, is there threatened, any such investigation, review or proceeding, nor has Seller the Company or any of the Company Subsidiaries received any written or, to the Knowledge of SellerCompany’s Knowledge, oral notice from the FCC or any State PUC indicating an intention to conduct the same. (b) Seller The Company and each Company Subsidiary has obtained all Governmental Authorizations Permits necessary for it to conduct its the FiberNet Business in compliance, in all material respects, with applicable Telecom Laws (the ”“Company Telecom Permits”), each of which is listed in Section 5.9(a) of the Disclosure Schedule. Each and all of the Company Telecom Permits is are valid and in full force and effect effect. Section 3.16(b) of the Company Disclosure Schedule sets forth an accurate and Seller complete list of all Company Telecom Permits. Except as set forth in Section 3.16(b) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is not in material violation of any of the terms, conditions and requirements of any of the Company Telecom Permits. Seller has provided to Buyer correct and complete copies Copies of all of the Company Telecom Permits. (c) Permits have been provided by the Seller to the Purchaser. There is no Proceeding pending or, to the Knowledge of SellerCompany’s Knowledge, threatened, that: (i) questions or contests the validity of, or seeks the revocation, non-renewal or suspension of, any Company Telecom Permit; or (ii) seeks the imposition of any material condition, administrative sanction, modification or amendment with respect to any Company Telecom Permit, other than such condition, modification, or amendment that would also be imposed on similarly situated holders of Permits. No consent Except for the Required Seller Governmental Approvals, no Consent under any of the Company Telecom Permit Permits is required to be obtained under applicable Telecom Law in connection with consummation of the transactions contemplated by this Agreement and the Transaction DocumentsTransactions. (d) Except for the Seller Required Consents and Authorizations, no consent, approval, waiver, order, permit or authorization of, or application, registration, qualification, designation, declaration, notification or filing with or to, the FCC or any State PUC is required in connection with the execution and delivery by Seller (as applicable) of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. To the Knowledge of Seller, there are no facts or circumstances relating to Seller that would be reasonably likely to prevent, materially delay, or otherwise materially interfere with, the issuance of any approval by the FCC or any State PUC included in the Seller Required Consents and Authorizations.

Telecom Law. (a) Without limiting Except as set forth in Section 3.16(a) of the generality of Section 5.10Company Disclosure Schedule, Seller the Business is currently being conducted by the Company and the Company Subsidiaries in compliance compliance, in all respects material respects, with applicable Telecom Law. No investigation, review or Proceeding by the FCC or any State PUC with respect to the any actual or alleged material violation of Telecom Law by the Company or any Company Subsidiary is pending or, to the Company’s Knowledge, threatened, nor has the Company or any of the Company Subsidiaries received any oral or written notice from the FCC or any State PUC indicating an intention to conduct the same. (b) The Company and the Company Subsidiaries have obtained all material Permits reasonably necessary for them to conduct the Business in compliance, in all material respects, with applicable Telecom Laws (the “Company Telecom Permits”) and has all of the Company Telecom Permits are valid and in full force and effect. Section 3.16(b)(i) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Telecom Permits. Except as set forth on Section 3.16(b)(ii) of the Company Disclosure Schedule, each of the Company Telecom Permits is in full force and effect and neither the Company nor any of the Company Subsidiaries is in material violation of any of the terms, conditions and requirements of any of the Company Telecom Permits. Prior to the date of this Agreement, correct and complete copies of all Company Telecom Permits were made available by the Company to the Purchaser in the past complied Virtual Data Room. Except as set forth in all respects Section 3.16(b)(iii) of the Company Disclosure Schedule, there is no Proceeding pending or, to the Company’s Knowledge, threatened, that: (i) questions or contests the validity of, or seeks the revocation, non-renewal or suspension of, any Company Telecom Permit; or (ii) seeks the imposition of any material condition, administrative sanction, modification or amendment with respect to any Company Telecom Permit, other than such condition, modification, or amendment that would also be imposed on similarly situated holders of Telecom Permits. Except for the Required Consents, no consent under any of the Company Telecom Permits is required to be obtained under applicable Telecom Laws. Without limiting the generality Law in connection with consummation of the foregoingTransactions. (c) There are no facts or circumstances known to the Company or the Company Subsidiaries that would be reasonably likely to prevent, Seller has materially delay, or otherwise materially interfere with, the issuance of the FCC Approval, any of the State PUC Approvals or any of the other Required Consents. (d) The Company and Company Subsidiaries have filed all reports, and paid all contributions and fees, required by the Telecom Laws applicable to Sellerthe Business of the Company and Company Subsidiaries, including with respect to FCC regulatory fees, contributions to state or federal universal service support mechanisms, contributions to intrastate or interstate telecommunications relay services, contributions to administration of the North American Numbering Plan, contributions to the shared costs of local number portability administration, FCC and state regulatory fees, franchise fees, and state E911 fees. No investigation, review or Proceeding by the FCC or any State PUC with respect to any actual or alleged material violation of Telecom Law by Seller There is not pending or, to the Knowledge of Sellerthe Company, threatenedthreatened any audits, nor has Seller received examinations, investigations, or other proceedings in respect of the reporting and payment of any written orsuch contributions or fees. (e) None of the Company or any Company Subsidiary has, with respect to its data or systems (or to the Knowledge of Sellerthe Company, oral notice from the FCC data or systems of any State PUC indicating an intention to conduct the same. (b) Seller has obtained all Governmental Authorizations necessary for it to conduct its Business in compliance, in all material respects, with applicable Telecom Laws (the ”Company Telecom Permits”vendor or agent), each of which is listed in Section 5.9(a) of the Disclosure Schedule. Each of the Company Telecom Permits is in full force and effect and Seller is not in suffered any unauthorized access or disclosure, or violation of any of the termsapplicable privacy or data security Law, conditions and requirements of any of the Company Telecom Permits. Seller has provided including but not limited to Buyer correct and complete copies of all Company Telecom Permits. (c) There is no Proceeding pending or, to the Knowledge of Seller, threatened, that: (i) questions or contests the validity of, or seeks the revocation, non-renewal or suspension of, any Company Telecom Permit; or (ii) seeks the imposition of any material condition, administrative sanction, modification or amendment with respect those requiring notification to any Company Telecom Permit. No consent under any of Company Telecom Permit is required to be obtained under applicable Telecom Law in connection with consummation of the transactions contemplated by this Agreement and the Transaction Documents. (d) Except for the Seller Required Consents and Authorizationsperson or Governmental Entity, no consent, approval, waiver, order, permit or authorization of, or application, registration, qualification, designation, declaration, notification or filing with or to, the FCC or any State PUC is required in connection with the execution and delivery by Seller (as applicable) of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby. To the Knowledge of Seller, there are no facts confidential or circumstances relating to Seller that would be reasonably likely to prevent, materially delay, or otherwise materially interfere with, the issuance personal information of any approval by the FCC or any State PUC included in the Seller Required Consents and Authorizationsperson.