Common use of Telecommunications Regulatory Matters Clause in Contracts

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. (i) Buyer Each Seller 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)(i9.1(m)(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)(ii9.1(m)(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) The FCC will have granted is consent to the acquisition by Buyer of the lines, customer accounts, and other assets of Sellers used to provide both domestic interstate and international telecommunications services, without the imposition of conditions outside the ordinary course. Such consent shall constitute all necessary consents, approvals, and authorizations required under the Federal Telecommunications Laws for the transfer of such assets to Buyer. (iv) 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 discretionAssets. (ivv) There shall be no action, order, claim, suit proceeding, litigation, review, review notice or, to the Knowledge of Sellers’ Knowledge, 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 other than proceedings relating solely to the payments transfer of sums owing to such authorities as set forth on Schedule 5.12 hereto; andthe Non-Transferred Assets.