FairPoint Communications 2005 Annual Report Download - page 162

2.8 FCC Licenses.
(a) Schedule 2.8 correctly sets forth all of the FCC Licenses held by SICC and each Subsidiary and the expiration or termination date of each
such FCC License. SICC and its Subsidiaries are the exclusive holders of, and have good, valid and marketable title, free and clear of all Liens, to the FCC
License(s) set forth opposite their names on Schedule 2.8. No Person other than SICC and its Subsidiaries has any right, title or interest (legal or beneficial) in
or to the FCC License(s) set forth opposite their names on Schedule 2.8. No Person other than SICC and its Subsidiaries is licensed to use, or otherwise has a
right to use, the FCC Licenses held by SICC and its Subsidiaries. SICC and each of the Subsidiaries hold all required FCC Licenses in accordance with
applicable law or regulation that are used in any of their businesses as presently conducted. Each FCC License was duly and validly issued to SICC or the
respective Subsidiary in accordance with procedures that complied with all requirements of applicable law. Each FCC License is in full force and effect in
accordance with its terms, and there is no outstanding notice of cancellation or termination or, to the Knowledge of SICC and each Shareholder, any
Threatened cancellation or termination in connection therewith. Except as provided in the FCC’s rules and regulations, none of the FCC Licenses are subject to
any restrictions or conditions that limit the operations of such license (other than restrictions or conditions generally applicable to licenses of that type). No
proceedings (i) to revoke, refuse to renew, modify , restrict or otherwise challenge the validity of the FCC Licenses or (ii) that would reasonably be expected to
result in (A) the revocation, cancellation, forfeiture (other than a monetary payment), non-renewal, suspension, modification or amendment of any of the FCC
Licenses, or (B) the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any of the FCC Licenses by SICC or its
Subsidiaries are pending or, to the Knowledge of SICC or any Shareholder, Threatened. Neither SICC nor any Shareholder has any Knowledge that any of
the FCC Licenses (i) could be revoked, canceled or suspended, and (ii) would not be renewed or extended in the ordinary course of business. None of SICC,
its Subsidiaries, or the Shareholders has entered into any obligation, agreement, arrangement or understanding to transfer the FCC Licenses or that would
adversely affect Buyer’s ownership or use of the FCC Licenses after Closing.
(b) Schedule 2.8 sets forth and describes all applications in respect of the FCC Licenses filed by SICC or any Subsidiary with a
Governmental Authority that are currently pending; the information contained in each such application is true and complete in all material respects. Except as
set forth in Schedule 2.8, all Interference Consents with respect to the FCC Licenses are terminable by either party thereto with no more than 60 calendar days’
advance notice. SICC will deliver to Buyer, within ten business days after the execution of this Agreement by both parties, a copy of all known Interference
Consents with respect to the FCC Licenses.
2.9 Overbillings; Refunds. Except as reflected on the SICC Financial Statements or as set forth on Schedule 2.9, neither SICC nor any
Subsidiary has any liabilities for any customer overbillings or prospective refunds of overearnings.
2.10 Capital Improvements Required by Authorities . Neither SICC nor any Subsidiary is required by any federal, state or local regulatory body
to make any changes, upgrades or
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