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rules governing prior coordination and the prevention of interference to Incumbent's <br /> Microwave Operations. <br /> 8. Representations and Warranties of Incumbent. Incumbent makes the following representations <br /> and warranties to AT&T MOBILITY: <br /> 8.1 Incumbent is duly organized and validly existing in the jurisdiction of its organization, is <br /> duly qualified to do business in the State(s) in which the Microwave Operations are <br /> located, and has all the necessary power and authority to execute and deliver this <br /> Agreement and perform its obligations hereunder. Further, Incumbent warrants that the <br /> individual signing below on its behalf is expressly and duly authorized by Incumbent to <br /> execute this Agreement and to legally bind Incumbent as set forth herein. <br /> 8.2 Incumbent's execution, delivery and performance of this Agreement does not conflict <br /> with any law,regulation, order, license, contract or instrument to which Incumbent is <br /> subject or by which Incumbent is bound. Additionally, Incumbent's authorization to have <br /> AT&T MOBILITY pay the Compensation directly to Incumbent's Agent, <br /> Communications International, does not conflict with any law, regulation, order, <br /> license, contract or instrument to which Incumbent is subject or by which Incumbent is <br /> bound. <br /> 8.3 This Agreement constitutes a valid and binding Agreement of Incumbent, enforceable in <br /> accordance with its terms. <br /> 8.4 The information provided on Exhibit A of this Agreement and all other information <br /> regarding Incumbent and the Microwave Operations provided to AT&T MOBILITY by <br /> Incumbent in connection with this Agreement is true, complete and accurate. <br /> 8.5 Incumbent is in material compliance with all FCC rules and regulations relating to the <br /> Microwave Operations. Any failure of compliance will not adversely affect Incumbent's <br /> status as an FCC licensee, or the use of the Licensed Spectrum by AT&T MOBILITY <br /> following the consummation of the transactions contemplated hereby. <br /> 8.6 Incumbent's Microwave Operations are fully operational on the date of execution of this <br /> Agreement. Incumbent is the authorized legal holder of all necessary FCC authorizations <br /> for the Licensed Frequencies, and such authorizations are in Primary status. Such FCC <br /> authorizations are in full force and effect, and have not been assigned, suspended or <br /> revoked. There is not now pending or threatened by any entity or person, including the <br /> FCC or any other governmental authority or agency, any application, petition, objection, <br /> pleading or other claim or filing which questions the validity or the authorization of the <br /> Licensed Frequencies or would interfere with Incumbent's ability to perform its <br /> obligations under this Agreement. To the extent that Incumbent has made or has pending <br /> any application,petition or filing which would interfere with Incumbent's ability to <br /> perform its obligations under this Agreement, Incumbent shall, within 10 business days <br /> following the Effective Date, withdraw any such application,petition or filing and <br /> provide evidence thereof to AT&T MOBILITY or its designee. Incumbent has delivered <br /> to AT&T MOBILITY true and complete copies of all FCC authorizations, including any <br /> and all additions, amendments and other modifications thereto. <br /> 6 <br /> 37 <br />