AGENTS OF
OR WITH EACH OTHER.
22.13
GOVERNING PROVISIONS.
TO THE EXTENT THAT ANY OF THE
PROVISIONS, TERMS OR CONDITIONS SET FORTH IN THIS AGREEMENT ARE INCONSISTENT OR
CONFLICT WITH ANY SPECIFIC PROVISIONS OR DESCRIPTIONS SET FORTH IN ANY SCHEDULE
TO THIS AGREEMENT, THE PROVISIONS OF
40
THE SCHEDULE SHALL GOVERN AND CONTROL, PROVIDED, THAT IF THE PROVISIONS OF ANY
SCHEDULE ARE INCONSISTENT WITH THE PROVISIONS OF SECTION 3.1 OR 3.2 OF THIS
AGREEMENT, THEN SECTION 3.1 OR 3.2 SHALL CONTROL.
IF THE PROVISIONS OF THE
"GENERAL PROVISIONS AND SELECT DEFINITIONS" OF THE SCHEDULE A, SCHEDULE C AND
SCHEDULE D, ARE INCONSISTENT WITH OR CONFLICT WITH ANY SPECIFIC TRANSITION
SERVICE DESCRIPTION SUBSECTION OF SCHEDULE A, SCHEDULE C OR SCHEDULE D, THEN
SUCH "GENERAL PROVISIONS AND SELECT DEFINITIONS" SHALL CONTROL.
22.14
FORCE MAJEURE.
IF PERFORMANCE OF ANY TRANSITION
SERVICE OR OTHER OBLIGATION UNDER THIS AGREEMENT IS PREVENTED, RESTRICTED,
INTERRUPTED OR INTERFERED WITH BY REASON OF ACTS OF GOD, WARS, REVOLUTION, CIVIL
COMMOTION, ACTS OF PUBLIC ENEMY, EMBARGO, ACTS OF GOVERNMENT IN ITS SOVEREIGN
CAPACITY, LABOR DIFFICULTIES, INCLUDING, WITHOUT LIMITATION, STRIKES, SLOWDOWNS,
PICKETING OR BOYCOTTS, COMMUNICATION LINE FAILURES, POWER FAILURES, OR ANY OTHER
CIRCUMSTANCES BEYOND THE REASONABLE CONTROL AND NOT INVOLVING ANY WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OF THE PARTY SEEKING RELIEF UNDER THIS SECTION
21.14 OR ITS AFFILIATES (EACH, A "FORCE MAJEURE EVENT"), SUCH PARTY UPON GIVING
PROMPT NOTICE TO THE OTHER, SHALL BE EXCUSED FROM SUCH PERFORMANCE ON A
DAY-TO-DAY BASIS DURING THE CONTINUANCE OF SUCH PREVENTION, RESTRICTION OR
INTERFERENCE, PROVIDED, HOWEVER, THAT SUCH PARTY SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO AVOID OR REMOVE SUCH CAUSES OF NONPERFORMANCE AND SHALL
PROCEED IMMEDIATELY WITH THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT
WHENEVER SUCH CAUSES ARE REMOVED OR CEASE; PROVIDED FURTHER, HOWEVER, THAT,
EXCEPT AS PROVIDED IN ARTICLE XIV, IN NO EVENT SHALL ANY OF THE FOREGOING RESULT
IN AN EXTENSION OF THE TERM OF THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, SUPPLIER SHALL MAKE AVAILABLE TO FAIRPOINT AND BUYERS ANY
BUSINESS CONTINUITY AND DISASTER RECOVERY SERVICES THAT SUPPLIER HAS IN PLACE
FOR ITS OWN OPERATIONS ON AN EQUAL BASIS AS SUPPLIER MAKES SUCH BUSINESS
CONTINUITY AND DISASTER RECOVERY SERVICES AVAILABLE TO ITS OWN OPERATIONS
SIMILARLY AFFECTED BY SUCH FORCE MAJEURE EVENT.
NOTWITHSTANDING THE FOREGOING,
IF SUPPLIER'S PERFORMANCE IS EXCUSED BY A FORCE MAJEURE EVENT, AND SUPPLIER
FAILS TO RESUME FULL PERFORMANCE OF ALL ITS OBLIGATIONS HEREUNDER WITHIN 10
BUSINESS DAYS OF THE ONSET OF THE FORCE MAJEURE EVENT, THE BUYERS OR FAIRPOINT
MAY TERMINATE THIS AGREEMENT WITHOUT PENALTY OR OTHER LIABILITY WHATSOEVER
(OTHER THAN FOR TRANSITION SERVICES PREVIOUSLY RENDERED), IN WHOLE OR IN PART,
IMMEDIATELY UPON WRITTEN NOTICE TO SUPPLIER.
FURTHERMORE, IF EITHER PARTY DOES
NOT PERFORM ANY OF ITS OBLIGATIONS HEREUNDER AS A RESULT OF A FORCE MAJEURE
EVENT, AND THE OTHER PARTY'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER ARE
CONDITIONED UPON THE FIRST PARTY'S PERFORMANCE, THEN NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE PARTY'S PERFORMANCE WILL BE EXCUSED UNTIL
SUCH TIME AS THE