SALARIES OF ADDITIONAL
EMPLOYEES, TRAVEL EXPENSES, OVERTIME EXPENSES, TELECOMMUNICATION CHARGES AND
SIMILAR CHARGES, DUE TO PROVIDER'S FAILURE TO PROVIDE ALL OR A PORTION OF THE
SERVICES, INCURRED IN CONNECTION WITH PARAGRAPHS (I) THROUGH (IV) ABOVE;
(VI)
LOSSES OF AN AFFILIATE THAT WOULD BE DIRECT DAMAGES IF THEY HAD
INSTEAD BEEN SUFFERED BY IDEARC OR PROVIDER;
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(VII)
FINES, PENALTIES, INTEREST OR OTHER MONETARY
REMEDIES IMPOSED BY A GOVERNMENTAL OR REGULATORY BODY (INCLUDING SELF-REGULATORY
BODY) AS A RESULT OF A FAILURE BY A PARTY TO COMPLY WITH REQUIREMENTS THAT ARE
SUCH PARTY'S OBLIGATION TO PAY UNDER SECTIONS 16.1(G) OR 16.2(F); AND
(VIII)
PERFORMANCE CREDITS OR MILESTONE CREDITS ASSESSED
AGAINST PROVIDER UNDER THE AGREEMENT; AND
(IX)
SUBJECT TO THE LIMITATIONS SET FORTH IN
ARTICLE IV OF SCHEDULE 5.1, THE INDEPENDENT DAMAGES FROM PROVIDER-CAUSED
PUBLISHING ERRORS OR PRINT ANOMALIES (AS DEFINED IN SCHEDULE 5.1).
(F)
INDEMNIFIABLE LOSSES.
THE PARTIES
ACKNOWLEDGE THAT LOSSES PAYABLE BY A PARTY TO A THIRD PARTY THAT ARE THE SUBJECT
OF INDEMNIFICATION UNDER THE AGREEMENT SHALL BE CONSIDERED DIRECT DAMAGES UNDER
THE AGREEMENT.
ARTICLE XVIII
TERMINATION
18.1.
TERMINATION FOR CAUSE.
(A)
IDEARC MAY, BY GIVING WRITTEN NOTICE TO
PROVIDER IDENTIFYING THE BASIS FOR SUCH NOTICE, TERMINATE THE AGREEMENT WITH
RESPECT TO ALL OR ANY PART OF THE SERVICES, AS OF THE DATE SPECIFIED IN THE
NOTICE OF TERMINATION, IF:
(I)
PROVIDER FAILS TO COMPLETE ALL TRANSITION
MILESTONES BY THE APPLICABLE TOWER COMMENCEMENT DATE AND SUCH FAILURE IS NOT
OTHERWISE EXCUSED PURSUANT TO SECTIONS 4.9 OR 5.7;
(II)
PROVIDER COMMITS A MATERIAL BREACH OF THE
AGREEMENT, WHICH BREACH IS NOT CURED WITHIN 30 DAYS AFTER RECEIPT FROM IDEARC OF
WRITTEN NOTICE OF THE BREACH SPECIFYING IN REASONABLE DETAIL THE NATURE OF THE
BREACH;
(III)
PROVIDER COMMITS A MATERIAL BREACH OF THE
AGREEMENT THAT IS NOT CAPABLE OF BEING CURED WITHIN 30 DAYS;
(IV)
PROVIDER COMMITS NUMEROUS BREACHES OF THE
AGREEMENT OF WHICH PROVIDER HAS RECEIVED WRITTEN NOTICE FROM IDEARC THAT
COLLECTIVELY CONSTITUTE A MATERIAL BREACH OF THE AGREEMENT;
(V)
PROVIDER INCURS PERFORMANCE CREDITS, PRINT
ANOMALY CREDITS AND PUBLISHED ERROR CREDITS IN AN AGGREGATE AMOUNT EQUAL TO THE
ANNUAL AT-RISK AMOUNT FOR ANY CONTRACT YEAR;
(VI)
PROVIDER COMMITS A MATERIAL BREACH OF ITS
OBLIGATIONS RELATING TO THE ESTABLISHMENT, MAINTENANCE OR COMPLIANCE WITH ANY
AGREED-UPON DATA SECURITY SAFEGUARDS RELATING TO IDEARC CONFIDENTIAL
INFORMATION;
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(VII)
PROVIDER COMMITS A MATERIAL BREACH OF ITS
OBLIGATIONS UNDER SECTION 12.3;
(VIII)
PROVIDER EXPERIENCES A REDUCTION IN ITS LONG-TERM
CREDIT RATING BELOW BBB, AS RATED BY STANDARD & POOR'S OR BAA AS RATED BY
MOODY'S INVESTOR SERVICES OR EXPERIENCES ANY OTHER EVENT OR SERIES OF EVENTS
THAT MAY REASONABLY EVIDENCE A SIGNIFICANT DEGRADATION IN PROVIDER'S LONG-TERM
FINANCIAL CONDITION; OR
(IX)
PROVIDER FAILS TO IMPLEMENT THE DISASTER
RECOVERY AND BUSINESS CONTINUITY PLAN WITHIN THE APPLICABLE TIME PERIOD IN
ACCORDANCE WITH SECTION 4.8(B) AND THE APPLICABLE TRANSACTION DOCUMENT(S); OR,
IN THE ABSENCE OF A FORCE MAJEURE EVENT AS DEFINED IN SECTION 20.1, THE SERVICES
ARE NOT REINSTATED WITHIN THE SPECIFIED TIME PERIOD FOLLOWING IMPLEMENTATION OF
THE DISASTER