Common use of Permits; Compliance with Applicable Laws Clause in Contracts

Permits; Compliance with Applicable Laws. (a) Seller and its Subsidiaries hold all Permits as are necessary for the lawful conduct of their respective businesses as currently conducted and to own, lease or operate their properties and assets (collectively, the “Seller Permits”), except for failures to hold such Permits that do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Permits issued to Seller by the Dutch Ministry of Economic Affairs, the AT or any other Dutch Governmental Authority relating to the ability of Seller and/or its Subsidiaries to utilize geostationary arc orbital locations and associated frequencies (the “Dutch Permits”). For the avoidance of doubt, the Dutch Permits are included within the term Seller Permits under this Agreement. Seller has delivered or made available to Parent all material correspondence it has had with any Dutch Governmental Authority since January 1, 2002 with respect to such Dutch Permits. To Seller's Knowledge, as of the date hereof no other Person has received any such Permit from any Dutch Governmental Authority to utilize the geostationary arc orbital locations and associated frequencies set forth in the Dutch Permits. Seller and its Subsidiaries are in compliance with the terms of the Seller Permits and, to Seller’s Knowledge, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to any Person any right of termination, amendment or cancellation (with or without notice or lapse of time or both) of any such Seller Permit, except for such failures to so comply as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Seller Permits the transfer of which may require the approval, consent or authorization of a Governmental Authority or which are material to Seller and its Subsidiaries. Section 3.12(a) of the Seller Disclosure Schedule sets forth all of the applications of Seller and any of its Subsidiaries that are pending before the FCC, the AT or the Dutch Ministry of Economic Affairs. Neither Seller nor any of its Subsidiaries has received notice of any revocation or modification of any Seller Permit, except for revocations or modifications which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of Seller, any of its Subsidiaries or any of their relevant personnel and operations is, or since January 1, 2002, has been, in violation of any Law applicable to its business, properties or operations, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Seller, no investigation or review by any Governmental Authority with respect to Seller, any of its Subsidiaries, the Assets or the Seller Permits is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same, against Seller or any of its Subsidiaries, alleging any violation of any Law, except, in each case, for those investigations or reviews the outcomes of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Permits; Compliance with Applicable Laws. (a) Seller and its Subsidiaries hold all Permits as are necessary for the lawful conduct of their respective businesses as currently conducted and to own, lease or operate their properties and assets (collectively, the “"Seller Permits”"), except for failures to hold such Permits that do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Permits issued to Seller by the Dutch Ministry of Economic Affairs, the AT or any other Dutch Governmental Authority relating to the ability of Seller and/or its Subsidiaries to utilize geostationary arc orbital locations and associated frequencies (the “"Dutch Permits”"). For the avoidance of doubt, the Dutch Permits are included within the term Seller Permits under this Agreement. Seller has delivered or made available to Parent all material correspondence it has had with any Dutch Governmental Authority since January 1, 2002 with respect to such Dutch Permits. To Seller's Knowledge, as of the date hereof no other Person has received any such Permit from any Dutch Governmental Authority to utilize the geostationary arc orbital locations and associated frequencies set forth in the Dutch Permits. Seller and its Subsidiaries are in compliance with the terms of the Seller Permits and, to Seller’s 's Knowledge, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to any Person any right of termination, amendment or cancellation (with or without notice or lapse of time or both) of any such Seller Permit, except for such failures to so comply as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Seller Permits the transfer of which may require the approval, consent or authorization of a Governmental Authority or which are material to Seller and its Subsidiaries. Section 3.12(a) of the Seller Disclosure Schedule sets forth all of the applications of Seller and any of its Subsidiaries that are pending before the FCC, the AT or the Dutch Ministry of Economic Affairs. Neither Seller nor any of its Subsidiaries has received notice of any revocation or modification of any Seller Permit, except for revocations or modifications which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of Seller, any of its Subsidiaries or any of their relevant personnel and operations is, or since January 1, 2002, has been, in violation of any Law applicable to its business, properties or operations, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Seller, no investigation or review by any Governmental Authority with respect to Seller, any of its Subsidiaries, the Assets or the Seller Permits is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same, against Seller or any of its Subsidiaries, alleging any violation of any Law, except, in each case, for those investigations or reviews the outcomes of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Permits; Compliance with Applicable Laws. (a) Seller and its Subsidiaries hold all Permits as are necessary for the lawful conduct of their respective businesses as currently conducted and to own, lease or operate their properties and assets (collectively, the “Seller Permits”"SELLER PERMITS"), except for failures to hold such Permits that do not have, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Permits issued to Seller by the Dutch Ministry of Economic Affairs, the AT or any other Dutch Governmental Authority relating to the ability of Seller and/or its Subsidiaries to utilize geostationary arc orbital locations and associated frequencies (the “Dutch Permits”"DUTCH PERMITS"). For the avoidance of doubt, the Dutch Permits are included within the term Seller Permits under this Agreement. Seller has delivered or made available to Parent all material correspondence it has had with any Dutch Governmental Authority since January 1, 2002 with respect to such Dutch Permits. To Seller's Knowledge, as of the date hereof no other Person has received any such Permit from any Dutch Governmental Authority to utilize the geostationary arc orbital locations and associated frequencies set forth in the Dutch Permits. Seller and its Subsidiaries are in compliance with the terms of the Seller Permits and, to Seller’s 's Knowledge, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to any Person any right of termination, amendment or cancellation (with or without notice or lapse of time or both) of any such Seller Permit, except for such failures to so comply as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Section 3.12(a) of the Seller Disclosure Schedule sets forth all Seller Permits the transfer of which may require the approval, consent or authorization of a Governmental Authority or which are material to Seller and its Subsidiaries. Section 3.12(a) of the Seller Disclosure Schedule sets forth all of the applications of Seller and any of its Subsidiaries that are pending before the FCC, the AT or the Dutch Ministry of Economic Affairs. Neither Seller nor any of its Subsidiaries has received notice of any revocation or modification of any Seller Permit, except for revocations or modifications which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of Seller, any of its Subsidiaries or any of their relevant personnel and operations is, or since January 1, 2002, has been, in violation of any Law applicable to its business, properties or operations, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Seller, no investigation or review by any Governmental Authority with respect to Seller, any of its Subsidiaries, the Assets or the Seller Permits is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same, against Seller or any of its Subsidiaries, alleging any violation of any Law, except, in each case, for those investigations or reviews the outcomes of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Permits; Compliance with Applicable Laws. (a) Seller The Company and its Subsidiaries hold all Permits as are necessary for the lawful conduct of their respective businesses as currently conducted and to own, lease or operate their properties and assets (collectively, the “Seller "Company Permits”"), except for failures to hold such Permits that do not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.12(a) 3.12 of the Seller Company Disclosure Schedule sets forth all Permits issued to Seller the Company and its Subsidiaries by, and all pending applications that would modify or result in the issuance of new Permits filed by the Company and its Subsidiaries with, the Dutch Telecommunications Agency (Agentschap Telecom) (the "AT"), the Dutch Ministry of Economic Affairs, the AT or any other Dutch Governmental Authority relating to the ability of Seller the Company and/or its Subsidiaries to utilize geostationary arc orbital locations and associated frequencies (the “"Dutch Permits”"). For the avoidance of doubt, the Dutch Permits are included within the term Seller Company Permits under this Agreement. Seller The Company has delivered or made available to Parent all material correspondence it or any of its Subsidiaries has had with any Dutch Governmental Authority since January 1December 31, 2002 with respect to such Dutch Permits. To Sellerthe Company's Knowledge, as of the date hereof no other Person has received any such Permit from any Dutch Governmental Authority to utilize the geostationary arc orbital locations and associated frequencies set forth in the Dutch PermitsPermits and to the Company's Knowledge following Closing the Company will continue to exercise the same rights with respect to the Dutch Permits as the Company enjoys today, including the right to replace satellites at the relevant orbital locations to the same extent as if the Amalgamation had not occurred; nor have the Company or any of its Subsidiaries received any written communication from any Dutch Governmental Authority or otherwise have Knowledge to any contrary effect. Seller Section 3.12 of the Company Disclosure Schedule sets forth (i) all Permits issued to the Company and its Subsidiaries by, and all pending applications that would modify such Permits or result in the issuance of new Permits filed by the Company and its Subsidiaries with, the FCC, and (ii) all Permits issued to the Company and its Subsidiaries by, and all pending applications that would modify such Permits or result in the issuance of new Permits filed by the Company and its Subsidiaries with, any other Governmental Authority related to communications regulatory authorization to commercialize or operate space segment electromagnetic radio spectrum or provide communications services within a given jurisdiction. The Company and its Subsidiaries are the sole licensee of each Company Permit, free and clear of all encumbrances except for encumbrances listed on the face of such Permit or provided by applicable Laws. All reports and other documents related to the Permits required to be filed by the Company or the Company Subsidiaries with any Governmental Authority are correct in all material respects. The Company and its Subsidiaries are in compliance with the terms of the Seller Company Permits and, to Seller’s the Company's Knowledge, there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to any Person any right of termination, amendment or cancellation (with or without notice or lapse of time or both) of any such Seller Company Permit, except for such failures to so comply as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.12(a) of Neither the Seller Disclosure Schedule sets forth all Seller Permits the transfer of which may require the approval, consent or authorization of a Governmental Authority or which are material to Seller and its Subsidiaries. Section 3.12(a) of the Seller Disclosure Schedule sets forth all of the applications of Seller and any of its Subsidiaries that are pending before the FCC, the AT or the Dutch Ministry of Economic Affairs. Neither Seller Company nor any of its Subsidiaries has received notice of any revocation or modification of any Seller Company Permit, except for revocations or modifications which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of Sellerthe Company, any of its Subsidiaries or any of their relevant personnel and operations is, or since January 1December 31, 2002, has been, in violation of any Law applicable to its business, properties or operations, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of Sellerthe Company, no investigation or review by any Governmental Authority with respect to Sellerthe Company, any of its Subsidiaries, the Assets Subsidiaries or the Seller Company Permits is pending or threatened, nor has any Governmental Authority indicated an intention to conduct the same, against Seller the Company or any of its Subsidiaries, alleging any violation of any Law, except, in each case, for those investigations or reviews the outcomes of which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.