AND AGREE THAT NO MEMBER OF THE SPINCO GROUP IS REPRESENTING OR
WARRANTING TO VERIZON OR ANY MEMBER OF THE VERIZON GROUP IN ANY WAY AS TO THE
VERIZON ASSETS, THE VERIZON BUSINESS OR THE VERIZON LIABILITIES.
ARTICLE X
MISCELLANEOUS
SECTION 10.1
COMPLETE AGREEMENT.
THIS AGREEMENT,
THE EXHIBITS AND THE DISCLOSURE LETTER HERETO, THE OTHER TRANSACTION AGREEMENTS
AND OTHER DOCUMENTS REFERRED TO HEREIN SHALL CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SHALL
SUPERSEDE ALL PREVIOUS NEGOTIATIONS, COMMITMENTS AND
37
WRITINGS WITH RESPECT TO SUCH SUBJECT MATTER.
THE DISCLOSURE LETTER DELIVERED
PURSUANT HERETO IS EXPRESSLY MADE A PART OF, AND INCORPORATED BY REFERENCE INTO,
THIS AGREEMENT.
IN THE CASE OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT
AND THE TERMS OF ANY OTHER TRANSACTION AGREEMENT, THE TERMS OF SUCH OTHER
TRANSACTION AGREEMENT SHALL BE APPLICABLE.
SECTION 10.2
EXPENSES.
ALL FEES AND EXPENSES AND
ANY OTHER COSTS INCURRED BY THE PARTIES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY AND BY THE TRANSACTION AGREEMENTS SHALL BE PAID AS SET FORTH
IN SECTION 11.1 OF THE MERGER AGREEMENT.
SECTION 10.3
GOVERNING LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PRINCIPLES.
SECTION 10.4
NOTICES.
PRIOR TO THE CLOSING UNDER
THE MERGER AGREEMENT, ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN UPON (A) A
TRANSMITTER'S CONFIRMATION OF A RECEIPT OF A FACSIMILE TRANSMISSION (BUT ONLY IF
FOLLOWED BY CONFIRMED DELIVERY OF A STANDARD OVERNIGHT COURIER THE FOLLOWING
BUSINESS DAY OR IF DELIVERED BY HAND THE FOLLOWING BUSINESS DAY), (B) CONFIRMED
DELIVERY OF A STANDARD OVERNIGHT COURIER OR WHEN DELIVERED BY HAND OR (C) THE
EXPIRATION OF FIVE BUSINESS DAYS AFTER THE DATE MAILED BY CERTIFIED OR
REGISTERED MAIL (RETURN RECEIPT REQUESTED), POSTAGE PREPAID, TO THE PARTIES AT
SUCH ADDRESSES AS MAY BE SPECIFIED BY THE PARTIES FROM TIME TO TIME.
FOLLOWING
THE CLOSING NOTICES SHALL BE SENT TO VERIZON AND THE COMPANY (AS SUCCESSOR BY
MERGER TO SPINCO) IN ACCORDANCE WITH SECTION 11.2 OF THE MERGER AGREEMENT, OR TO
SUCH OTHER ADDRESS AS ANY PARTY HERETO MAY HAVE FURNISHED TO THE OTHER PARTIES
BY A NOTICE IN WRITING IN ACCORDANCE WITH THIS SECTION.
SECTION 10.5
AMENDMENT AND MODIFICATION.
THIS
AGREEMENT MAY BE AMENDED, MODIFIED OR SUPPLEMENTED, AND ANY PROVISION HEREUNDER
MAY BE WAIVED, PRIOR TO THE EFFECTIVE TIME, ONLY BY A WRITTEN AGREEMENT SIGNED
BY THE PARTIES HERETO.
SECTION 10.6
SUCCESSORS AND ASSIGNS; NO
THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS, BUT NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS AND OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY ANY PARTY
HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES AND A COMPANY
CONSENT.
THIS AGREEMENT IS SOLELY FOR THE BENEFIT