initial Term or the first
one-year extension, as applicable, Provider shall provide Idearc with
(i) written notice of the date that the then-current Term will expire and
(ii) Provider's proposed adjustments to the Charges in respect of such extended
Term.
ARTICLE III
TRANSITION
3.1.
TOWER COMMENCEMENT DATE.
As of each Tower Commencement Date, Provider shall assume responsibility for,
and commence providing, the Services specified in the applicable Transaction
Document.
Except as otherwise expressly provided in the Agreement, Idearc will
retain responsibility for all
3
operations that comprise the Services under a Transaction Document until the
applicable Tower Commencement Date.
3.2.
TRANSITION SERVICES.
(A)
TRANSITION.
DURING THE TRANSITION PERIOD
FOR EACH TOWER, PROVIDER SHALL PERFORM THE SERVICES, FUNCTIONS AND
RESPONSIBILITIES AND PROVIDE THE DELIVERABLES IDENTIFIED IN THIS SECTION 3.2 AND
IN THE TRANSITION PLAN (COLLECTIVELY FOR ALL TOWERS, THE "TRANSITION
SERVICES").
PROVIDER SHALL PERFORM THE TRANSITION SERVICES IN ACCORDANCE WITH
THE TIMETABLE AND THE TRANSITION MILESTONES SET FORTH IN THE TRANSITION PLAN.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, IDEARC WILL NOT INCUR
ANY CHARGES, FEES OR EXPENSES PAYABLE TO PROVIDER IN CONNECTION WITH THE
TRANSITION SERVICES.
IDEARC SHALL PROVIDE REASONABLE COOPERATION TO PROVIDER IN
CONNECTION WITH ITS PERFORMANCE OF THE TRANSITION SERVICES.
(B)
TRANSITION PLAN.
SCHEDULE 3.2 SETS FORTH A
DRAFT TRANSITION PLAN AND THE HIGH-LEVEL DESCRIPTION OF THE TRANSITION
MILESTONES, ACCEPTANCE CRITERIA AND MILESTONE CREDITS FOR EACH TOWER.
DURING
THE PRE-TRANSITION PHASE, THE PARTIES SHALL COOPERATE IN GOOD FAITH TO FINALIZE
THE TRANSITION PLAN TO INCLUDE ADDITIONAL DETAIL AROUND EACH MILESTONE.
(C)
PERFORMANCE.
PROVIDER SHALL PERFORM THE
TRANSITION SERVICES IN A MANNER THAT WILL TO THE EXTENT REASONABLY PRACTICABLE
(I) AVOID OR MINIMIZE ANY ADVERSE IMPACT ON THE BUSINESS OR OPERATIONS OF
IDEARC, AND (II) AVOID DEGRADATION TO THE SERVICES THEN BEING RECEIVED BY
IDEARC.
PROVIDER SHALL PERFORM THE TRANSITION SERVICES IN CONFORMANCE WITH ANY
APPLICABLE SPECIFICATIONS SET FORTH IN THE TRANSITION PLAN OR OTHERWISE
ESTABLISHED BY THE PARTIES.
IN ADDITION, PROVIDER SHALL PERFORM THE TRANSITION
SERVICES WITH A LEVEL OF PROMPTNESS, DUE CARE, SKILL AND DILIGENCE CONSISTENT
WITH THE PRACTICES AND PROFESSIONAL STANDARDS GENERALLY FOLLOWED BY THE PEER
GROUP FOR SIMILARLY SITUATED CUSTOMERS.
PRIOR TO UNDERTAKING ANY TRANSITION
ACTIVITY, PROVIDER SHALL DISCUSS WITH IDEARC ALL KNOWN MATERIAL RISKS AND SHALL
NOT PROCEED WITH SUCH ACTIVITY UNTIL IDEARC IS REASONABLY SATISFIED WITH THE
PLANS WITH REGARD TO SUCH RISKS.
PROVIDER SHALL IDENTIFY ANY PROBLEMS THAT MAY
IMPEDE OR DELAY THE TIMELY COMPLETION OF EACH TASK IN THE TRANSITION PLAN AND,
UNLESS SUCH PROBLEMS WERE CAUSED BY IDEARC, RESOLVE THE SAME.
IDEARC SHALL
PERFORM THE TASKS ASSIGNED TO IT UNDER THE TRANSITION PLAN.
(D)
DELAYS.
IN ITS SOLE DISCRETION, IDEARC MAY
DELAY, FOR A REASONABLE PERIOD, PROVIDER FROM PROCEEDING WITH ANY PART OF THE
TRANSITION OR ALTER THE TIMING FOR IMPLEMENTATION OF PORTIONS OF THE SERVICES.
ANY SUCH DELAY WILL NOT INCREASE THE CHARGES PAYABLE BY IDEARC IF THE REASON FOR
SUCH DELAY ARISES FROM IDEARC'S REASONABLE CONCERN ABOUT PROVIDER'S ABILITY TO
PERFORM THE TRANSITION SERVICES WHICH ARE