DELIVERY), TO THE PARTY AS
FOLLOWS:
If to Leucadia or the Seller:
Leucadia National Corporation
315 Park Avenue South
New York, New York 10010
Attn:
Joseph S. Steinberg, President
With a copy (which shall not constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn:
Andrea A. Bernstein, Esq.
If to the Buyer or Level 3:
Level 3 Communications, Inc.
1025 Eldorado Blvd.
Building 2000
Broomfield, Colorado
80021
Attn:
General Counsel
With a copy (which shall not constitute notice) to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attn:
David K. Boston, Esq.
63
Any party may change its address for the purpose of this Section by giving the
other party written notice of its new address in the manner set forth above.
SECTION 13.6.
PARENT GUARANTIES.
(A)
LEUCADIA SHALL PERFORM, OR CAUSE TO
PERFORMED, WHEN DUE ALL THE COVENANTS AND AGREEMENTS TO BE PERFORMED UNDER THIS
AGREEMENT BY THE SELLER.
(B)
LEVEL 3 SHALL PERFORM, OR CAUSE TO
PERFORMED, WHEN DUE ALL THE COVENANTS AND AGREEMENTS TO BE PERFORMED UNDER THIS
AGREEMENT BY THE BUYER.
SECTION 13.7.
AMENDMENTS; WAIVERS.
THIS AGREEMENT MAY BE AMENDED OR MODIFIED,
AND ANY OF THE TERMS, COVENANTS, REPRESENTATIONS, WARRANTIES OR CONDITIONS
HEREOF MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE PARTIES
HERETO, OR IN THE CASE OF A WAIVER, BY THE PARTY WAIVING COMPLIANCE.
ANY WAIVER
BY ANY PARTY OF ANY CONDITION, OR OF THE BREACH OF ANY PROVISION, TERM,
COVENANT, REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT, IN ANY ONE OR
MORE INSTANCES, SHALL NOT BE DEEMED TO BE NOR CONSTRUED AS A FURTHER OR
CONTINUING WAIVER OF ANY SUCH CONDITION, OR OF THE BREACH OF ANY OTHER
PROVISION, TERM, COVENANT, REPRESENTATION OR WARRANTY OF THIS AGREEMENT.
SECTION 13.8.
PUBLIC ANNOUNCEMENTS.
THE PARTIES AGREE THAT AFTER THE SIGNING
OF THIS AGREEMENT, NO PARTY SHALL, OR SHALL PERMIT ANY OF ITS AFFILIATES TO,
MAKE ANY PRESS RELEASE OR PUBLIC ANNOUNCEMENT CONCERNING THIS TRANSACTION
WITHOUT THE PRIOR APPROVAL OF THE OTHER PARTIES, UNLESS A PRESS RELEASE OR
PUBLIC ANNOUNCEMENT IS REQUIRED BY LAW, JUDICIAL OR ADMINISTRATIVE PROCESS OR BY
OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH ANY NATIONAL SECURITIES
EXCHANGE OR THE NASDAQ STOCK MARKET.
BEFORE A PARTY MAKES ANY SUCH ANNOUNCEMENT
OR OTHER DISCLOSURE, IT AGREES TO GIVE THE OTHER PARTIES PRIOR NOTICE AND AN
OPPORTUNITY TO COMMENT ON THE PROPOSED DISCLOSURE.
SECTION 13.9.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY AND SUPERSEDES AND REPLACES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, WITH REGARD TO SUCH TRANSACTIONS, UNLESS
OTHERWISE PROVIDED HEREIN.
THE CONFIDENTIALITY AGREEMENT AND ALL EXHIBITS AND
SCHEDULES HERETO AND ANY DOCUMENTS AND INSTRUMENTS DELIVERED PURSUANT TO ANY
PROVISION HEREOF, INCLUDING THE LEASE AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT, ARE EXPRESSLY MADE A PART OF THIS AGREEMENT AS FULLY AS THOUGH
COMPLETELY SET FORTH HEREIN.
SECTION 13.10.
PARTIES IN INTEREST.
NOTHING IN THIS AGREEMENT