THIS AGREEMENT
WITH RESPECT TO THE DELIVERY OF TRANSITION SERVICES.
AS MORE FULLY DESCRIBED IN
ARTICLE XI AND SUBJECT TO SPECIFIC ARRANGEMENTS SET FORTH IN SCHEDULE A,
SCHEDULE C AND SCHEDULE D, SUPPLIER SHALL COORDINATE ALL COMMUNICATIONS,
QUESTIONS AND PROBLEM RESOLUTION WITH RESPECT TO ALL TRANSITION SERVICES.
2.6
SUPPLIER TO PAY ITS AFFILIATES AND VENDORS.
WITHOUT LIMITING THE
OBLIGATION OF THE BUYERS UNDER ARTICLE VI, SUPPLIER SHALL BE RESPONSIBLE TO PAY
ITS AFFILIATES FOR ANY TRANSITION SERVICES OR SPECIAL SERVICES PROVIDED AND PAY
THIRD-PARTY VENDORS FOR THIRD-PARTY VENDOR COSTS.
2.7
SUPPLIER CUTOVER PLANNING SERVICES.
SUPPLIER SHALL PROVIDE THE
SUPPLIER CUTOVER PLANNING SERVICES DESCRIBED IN ARTICLE IV AT NO ADDITIONAL
COST.
2.8
PERFORMANCE BY BUYERS AND FAIRPOINT.
SUBJECT TO SECTION 14.2, THE
BUYERS AND FAIRPOINT SHALL PERFORM IN A TIMELY FASHION THOSE TASKS, AND PROVIDE
THE PERSONNEL, FACILITIES AND ACCURATE INFORMATION, AS ARE EXPRESSLY SET FORTH
IN THE SCHEDULES HERETO.
IN ADDITION, THE BUYERS AND FAIRPOINT AGREE TO USE
COMMERCIALLY-REASONABLE EFFORTS TO
9
COOPERATE WITH SUPPLIER AND ITS AFFILIATES, AND TO PERFORM, IN A TIMELY FASHION,
THOSE ADDITIONAL COMMERCIALLY-REASONABLE TASKS DIRECTLY RELATED TO THE
PERFORMANCE OF THE TRANSITION SERVICES WHICH SUPPLIER MAY REASONABLY REQUEST.
FAIRPOINT'S AND BUYERS' FAILURE TO COOPERATE WITH SUPPLIER IN THE MANNER
REQUESTED SHALL NOT RELIEVE SUPPLIER OF ITS OBLIGATIONS HEREUNDER, EXCEPT AND TO
THE EXTENT THAT SUCH FAILURE WOULD PRECLUDE OR MATERIALLY INTERFERE WITH
PERFORMANCE BY SUPPLIER OF A PARTICULAR COMPONENT OF THE TRANSITION SERVICES.
2.9
SERVICES NOT TO BE WITHHELD.
SUBJECT TO SUPPLIER'S RIGHTS UNDER
ARTICLE XIV AND PROVIDED NONE OF
BUYERS OR FAIRPOINT IS IN DEFAULT OF ITS
OBLIGATION TO PAY FEES OR HAS REFUSED TO PAY FEES HEREUNDER IN BAD FAITH, OR HAS
HAD A CHANGE OF CONTROL, SUPPLIER SHALL NOT INTENTIONALLY WITHHOLD THE PROVISION
OF
ANY OR ALL OF THE SCHEDULE A SERVICES, OR SUBSTANTIALLY ALL OF THE SCHEDULE
C SERVICES OR SCHEDULE D SERVICES FOR ANY REASON DURING THE TERM OF THIS
AGREEMENT.
IF SUPPLIER BREACHES OR THREATENS TO BREACH THE PROVISIONS OF THIS
SECTION, SUPPLIER AGREES THAT FAIRPOINT AND BUYERS WILL BE IRREPARABLY HARMED,
AND, WITHOUT ANY ADDITIONAL FINDINGS OF IRREPARABLE INJURY OR HARM OR OTHER
CONSIDERATIONS OF PUBLIC POLICY, FAIRPOINT AND/OR BUYERS SHALL BE ENTITLED TO
APPLY TO A COURT OF COMPETENT JURISDICTION FOR AND, PROVIDED FAIRPOINT AND/OR
BUYERS FOLLOW THE APPROPRIATE PROCEDURAL REQUIREMENTS (INCLUDING NOTICE AND AN
AFFIDAVIT THAT NONE OF BUYERS OR FAIRPOINT HAS FAILED TO MAKE ALL UNDISPUTED
PAYMENTS OR IS IN MATERIAL BREACH), SUPPLIER SHALL NOT OPPOSE THE GRANTING OF AN
INJUNCTION COMPELLING SPECIFIC PERFORMANCE BY THE SUPPLIER OF ITS OBLIGATIONS
UNDER THIS AGREEMENT WITHOUT THE NECESSITY OF POSTING ANY BOND OR OTHER
SECURITY.
SUPPLIER FURTHER AGREES NOT TO OPPOSE ANY SUCH APPLICATION FOR
INJUNCTIVE RELIEF.
ARTICLE III
SCOPE OF SERVICES; CHANGES
3.1
GENERAL SCOPE.
EACH TRANSITION SERVICE DESCRIBED ON SCHEDULE A,
SCHEDULE C AND SCHEDULE D IS LIMITED TO SUCH FUNCTIONALITY AS WAS INCLUDED IN
THE SAME SERVICE WHICH WAS PROVIDED TO VERIZON NEW ENGLAND INC. OR ANY OF THE
CONTRIBUTING COMPANIES, AS APPLICABLE,