DOCUMENTS, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND SELLER'S DOCUMENTS WILL NOT
CONFLICT WITH OR RESULT IN THE BREACH OF ANY OF THE TERMS OR PROVISIONS OF OR
CONSTITUTE A DEFAULT UNDER:
(A)
THE CERTIFICATE OF INCORPORATION OR BYLAWS OF SELLER;
(B)
ANY NOTE, INDENTURE, MORTGAGE, DEED OF TRUST, LOAN TO WHICH SELLER
IS A PARTY OR BY WHICH SELLER IS BOUND; OR
5
(C)
ANY MATERIAL STATUTE OR ANY ORDER, RULE OR REGULATION OR ANY
DECISION OF ANY LEGAL AUTHORITY APPLICABLE TO SELLER.
4.3.
CONSENTS. EXCEPT AS SPECIFICALLY IDENTIFIED ON SCHEDULE 4.3 (EACH,
AN "OUTSTANDING SELLER APPROVAL"), SELLER POSSESSES AS OF THE EFFECTIVE DATE ALL
CONSENTS, APPROVALS AND AUTHORIZATIONS OF THIRD PARTIES NECESSARY TO THE CONDUCT
OF ITS BUSINESS AND OPERATIONS AS PRESENTLY CONDUCTED AND OTHERWISE AS REQUIRED
IN CONNECTION WITH ITS EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND
THE SELLER'S DOCUMENTS THROUGH THE CLOSING DATE HEREUNDER, INCLUDING, WITHOUT
LIMITATION, ALL CERTIFICATES OF AUTHORITY, PERMITS, LICENSES, APPROVALS AND
AUTHORIZATIONS OF AND FROM ALL LEGAL AUTHORITIES WITHIN THE ALL JURISDICTIONS
COMPRISING THE TERRITORY AS NECESSARY FOR IT TO OWN, OPERATE AND EFFECT
CONVEYANCE TO PURCHASER OF THE SUBJECT ASSETS AND TO PROVIDE, UP TO AND
INCLUDING THE CLOSING DATE, COMMUNICATIONS SERVICES AS CONTEMPLATED HEREBY TO
ALL SUBJECT CUSTOMERS LOCATED THEREIN IN COMPLIANCE WITH ALL APPLICABLE LEGAL
REQUIREMENTS (COLLECTIVELY, THE "SELLER-REQUIRED APPROVALS"), IN EACH CASE
EXCLUDING, FOR ALL PURPOSES OF THIS SECTION 4.3, ANY ITEMS SPECIFICALLY
CONSTITUTING CLOSING-REQUIRED APPROVALS SUBJECT TO THE PROVISIONS OF (AND AS
DEFINED IN) SECTION 5.3 BELOW.
4.4.
BROKERS. SELLER HAS NO OBLIGATION TO PAY ANY FEES OR COMMISSIONS
TO ANY BROKER, FINDER, AGENT OR OTHER INTERMEDIARY IN CONNECTION WITH THE
NEGOTIATION OR CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AS A RESULT
OF ANY ACTION OR AGREEMENT OF SELLER (A "SELLER COMMISSIONS").
SELLER SHALL BE
RESPONSIBLE FOR PAYMENT OF ANY SUCH SELLER COMMISSION AND SHALL DEFEND, AND HOLD
HARMLESS PURCHASER FOR ANY CLAIMS AGAINST PURCHASER BY SUCH THIRD PARTIES OWED A
SELLER COMMISSION.
4.5.
LEGAL PROCEEDINGS. THERE ARE NO CLAIMS, ACTIONS, SUITS, INQUIRIES,
INVESTIGATIONS OR PROCEEDINGS BEFORE ANY LEGAL AUTHORITY PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED AGAINST SELLER RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREBY OR RELATING TO THE SUBJECT ASSETS.
4.6.
LIENS.
THE SUBJECT ASSETS ARE, AS OF THE EFFECTIVE DATE, AND, AS
OF THE CLOSING DATE, SHALL BE TRANSFERRED AND CONVEYED TO PURCHASER FREE AND
CLEAR OF ANY AND ALL LIENS, CLAIMS AND ENCUMBRANCES OF ANY KIND OR NATURE
WHATSOEVER (COLLECTIVELY, BUT SUBJECT TO EACH OF THE FOLLOWING EXCLUSIONS,
"LIENS").
4.7.
NO OTHER REPRESENTATIONS.
EXCEPT FOR THOSE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR AS MAY BE CONTAINED (AND
EXPRESSLY DESIGNATED AS SUCH) IN ANY OTHER SELLER'S DOCUMENT, SELLER HAS NOT
MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE
WHATSOEVER CONCERNING SELLER OR ANY OF THE SUBJECT ASSETS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE SELLER'S DOCUMENTS.
ARTICLE 5
SELLER COVENANTS
5.1.
ACCESS TO SUBJECT ASSETS. PRIOR TO THE