CLOSING DATE, SELLER SHALL
AFFORD TO PURCHASER AND ITS AUTHORIZED REPRESENTATIVES ACCESS, AT REASONABLE
HOURS AND UPON REASONABLE ADVANCE NOTICE, TO SELLER'S OFFICES AND ITS BOOKS AND
RECORDS MAINTAINED BY SELLER IN RESPECT OF THE SUBJECT ASSETS AS OF THE
EFFECTIVE DATE (IN THE FORM SO MAINTAINED) AS REASONABLY NECESSARY TO EFFECT THE
TIMELY TRANSFER AND TRANSITIONING OF THE SUBJECT ASSETS ON THE CLOSING DATE.
WITHOUT LIMITING THE FOREGOING, SELLER SHALL MAKE AVAILABLE TO PURCHASER THE
EXISTING FORMS OF ALL CURRENTLY-EFFECTIVE CUSTOMER AGREEMENTS, ALONG WITH SUCH
OTHER RECORDS AND DOCUMENTS AS ARE EXPRESSLY TO BE INCLUDED IN THE SUBJECT
ASSETS.
SELLER SHALL PROVIDE SUCH OTHER REASONABLE COOPERATION AND INFORMATION
AS MAY REASONABLY BE REQUESTED BY PURCHASER TO EFFECT THE TIMELY TRANSFER AND
TRANSITIONING OF THE SUBJECT ASSETS ON THE CLOSING DATE.
SELLER FURTHER AGREES
NOT TO UNREASONABLY WITHHOLD, DELAY OR CONDITION ITS CONSENT TO AND APPROVAL OF
ANY REASONABLE REQUEST MADE BY PURCHASER DURING THE FIRST SIX (6) MONTHS
IMMEDIATELY FOLLOWING THE CLOSING DATE TO USE OF SELLER'S BUSINESS OR TRADE
NAMES IN, OR OTHERWISE OBTAIN SELLER'S PARTICIPATION IN, SUBJECT
CUSTOMER-RELATED CORRESPONDENCE NECESSARY FOR TRANSITIONING THE SUBJECT ASSETS
AS HEREIN CONTEMPLATED; PROVIDED, IN EACH CASE, SUCH
6
CORRESPONDENCE IS MADE AVAILABLE TO SELLER FOR ITS PRIOR REVIEW AND REASONABLE
APPROVAL AND DISTRIBUTED ONLY IN THE FORM SO REVIEWED AND APPROVED.
5.2.
PRESERVATION OF SUBJECT ASSETS.
FROM AND AFTER THE EFFECTIVE DATE
THROUGH THE CLOSING DATE, SELLER SHALL CONTINUE TO PROVIDE SERVICE TO THE
SUBJECT CUSTOMERS AND OTHERWISE OWN AND OPERATE ITS BUSINESS IN RESPECT OF THE
SUBJECT ASSETS IN THE ORDINARY COURSE, AND SHALL TAKE ALL
COMMERCIALLY-REASONABLE ACTIONS AS ARE CONSISTENT WITH ITS ORDINARY-COURSE
OPERATIONS AND PAST PRACTICES AND REASONABLY NECESSARY TO (I) MAINTAIN THE
SUBJECT ASSETS AS GENERALLY CONSTITUTED ON AND AS OF THE EFFECTIVE DATE,
(II) PREVENT SUBJECT CUSTOMER ATTRITION IN EXCESS OF HISTORICAL, ORDINARY-COURSE
LEVELS AND (III) DEFEND THE SUBJECT ASSETS FROM THE IMPOSITION OF ANY LIENS.
WITHOUT LIMITING THE FOREGOING, AT NO TIME DURING THE PERIOD DESCRIBED IN THE
FOREGOING SENTENCE SHALL SELLER OFFER, ESTABLISH OR MAKE AVAILABLE TO SUBJECT
CUSTOMERS ANY SPECIAL DISCOUNTS, CREDITS, FREE SERVICE OR OTHER
NON-ORDINARY-COURSE PRICING (COLLECTIVELY, "DISCOUNTS") THAT WOULD BY THEIR
TERMS EXTEND (OR WOULD CREATE ANY EXPECTATION AMONG SUBJECT CUSTOMERS AS TO
THEIR EXTENSION) BEYOND THE CLOSING DATE.
SELLER ACKNOWLEDGES AND AGREES THAT
ANY AMOUNTS CLAIMED BY SUBJECT CUSTOMERS AS DISCOUNTS PROHIBITED HEREBY SHALL BE
THE SOLE AND EXCLUSIVE LIABILITY OF SELLER.
5.3.
CLOSING-REQUIRED APPROVALS.
SELLER HEREBY UNDERTAKES AND
COVENANTS, IN EACH CASE WITH AND SUBJECT TO THE REASONABLE COOPERATION AND
PARTICIPATION OF PURCHASER AS REQUIRED PURSUANT TO SECTION 6.3 AND OTHERWISE, TO
PREPARE, SUBMIT AND/OR EFFECT SUCH APPLICATIONS, NOTICES, FILINGS, REGISTRATIONS
AND RELATED DOCUMENTATION REQUIRED TO BE SUBMITTED OR MADE IN ACCORDANCE WITH
APPLICABLE LEGAL REQUIREMENTS TO OR WITH THE FCC AND/OR OTHER LEGAL AUTHORITIES
IN ORDER TO OBTAIN SUCH CONSENTS, APPROVALS AND OTHER AUTHORIZATIONS OF, FROM OR
WITH SUCH LEGAL AUTHORITIES AS SPECIFICALLY IDENTIFIED ON SCHEDULE 5.3 HERETO
(THE "CLOSING-REQUIRED APPROVALS") THAT (X) ARE NECESSARY TO