ITS
CUSTOMERS IN THE ORDINARY COURSE OF ITS BUSINESS CONSISTENT WITH PAST PRACTICE)
BY EACH SYSTEM.
41
(B)
PLANT.
AS OF THE DATE HEREOF, AND AS FURTHER DESCRIBED IN
SECTION 4.17(B) OF THE METRÓPOLIS DISCLOSURE SCHEDULE, METRÓPOLIS OWNS AND
OPERATES SYSTEMS THAT HAD, IN THE AGGREGATE, AS OF MARCH 31, 2005, (I) FULLY
COMPLETED AND OPERATIONAL PLANT OF 750 MHZ REACHING NO FEWER THAN 927,703 HOMES
PASSED AND (II) PLANT OF 750 MHZ REACHING NO FEWER THAN 223,989 TWO-WAY HOMES
PASSED.
(C)
COMPLETION OF CONSTRUCTION.
THE CONSTRUCTION OF EACH SYSTEM
REQUIRED BY THE LICENSES HELD BY METRÓPOLIS AND PROSER, INCLUDING THE MAKE-READY
OF EACH SYSTEM, HAS BEEN COMPLETED IN ACCORDANCE WITH THE TERMS THEREOF.
EXCEPT
AS SET FORTH IN SECTION 4.17(C) OF THE METRÓPOLIS DISCLOSURE SCHEDULE, (I) NO
MATERIAL RESTORATION, REPAVING, REPAIR, OR OTHER WORK IS REQUIRED TO BE MADE TO
THE BUILDINGS, STREETS, SIDEWALKS, OR ADJACENT AREAS UNDER ANY APPLICABLE LAW,
CONTRACT OR OTHERWISE WITH RESPECT TO ANY INSTALLATION OF CABLE PLANT, CABLE
CONDUITS, CURB-CUTS, OR OTHER CONSTRUCTION OF CABLE PLANT; (II) ALL INVOICES,
BILLS, AND OTHER STATEMENTS THAT HAVE BEEN SUBMITTED IN CONNECTION WITH THE
CONSTRUCTION OF ANY OF THE SYSTEMS THROUGH THE DATE HEREOF HAVE BEEN PAID IN
FULL; AND (III) THERE ARE NO MATERIAL CONTRACTUAL OBLIGATIONS FOR ADDITIONAL
CONSTRUCTION OF ANY OF THE SYSTEMS.
(D)
EQUIPMENT.
EXCEPT AS SET FORTH IN SECTION 4.17(D) OF THE
METRÓPOLIS DISCLOSURE SCHEDULE, ALL OF THE ASSETS, INCLUDING EQUIPMENT, OWNED
AND LEASED BY METRÓPOLIS OR PROSER AND FORMING PART OF EACH SYSTEM OWNED AND
OPERATED BY METRÓPOLIS OR PROSER ARE FREE FROM MATERIAL DEFECTS, HAVE BEEN
MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE, AND ARE IN GOOD
OPERATING CONDITION AND REPAIR (SUBJECT TO NORMAL WEAR AND TEAR).
Section 4.18
Legal Proceedings.
Except as set forth in Section 4.18
of the Metrópolis Disclosure Schedule:
(A)
THERE IS NO LEGAL PROCEEDING PENDING, OR TO THE KNOWLEDGE OF SUCH
TRANSFEROR, THREATENED IN WRITING RELATING TO METRÓPOLIS OR PROSER, AND
(B)
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING CLAUSE (A),
(I)
NEITHER METRÓPOLIS NOR PROSER HAS (A) APPLIED FOR OR CONSENTED TO
THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN,
TRUSTEE, EXAMINER OR LIQUIDATOR OF ITSELF OR OF ALL OR A SUBSTANTIAL PART OF ITS
ASSETS, (B) MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS,
(C) COMMENCED A VOLUNTARY CASE UNDER ANY APPLICABLE LAW RELATING TO BANKRUPTCY
OR INSOLVENCY, (D) FILED A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, LIQUIDATION, DISSOLUTION,
ARRANGEMENT OR WINDING-UP, OR COMPOSITION OR READJUSTMENT OF DEBTS, (E) FAILED
TO CONTROVERT IN A TIMELY AND APPROPRIATE MANNER, OR ACQUIESCED IN WRITING TO,
ANY PETITION FILED AGAINST IT IN AN INVOLUNTARY CASE UNDER ANY APPLICABLE LAW
RELATING TO BANKRUPTCY
42
OR INSOLVENCY, OR (F) TAKEN ANY CORPORATE ACTION FOR THE PURPOSE OF EFFECTING
ANY OF THE FOREGOING,
(II)
NO PROCEEDING OR CASE HAS BEEN COMMENCED, WITHOUT THE APPLICATION
OR CONSENT OF METRÓPOLIS OR PROSER, IN ANY COURT OF