THE MOST CURRENT VERIZON BILLING AND CUSTOMER
SERVICE DATA AND INVOICES PERTAINING TO THE BUSINESS CUSTOMERS (THE "VERIZON
BILLING AND CUSTOMER SERVICE DATA"), AND THE ACTUAL NUMBER OF BUSINESS ACCESS
LINES
SHALL BE DETERMINED THEREFROM TO BE THE NUMBER OF BUSINESS ACCESS LINES
AS SO REFLECTED ON THE MOST CURRENT VERIZON BILLING AND CUSTOMER SERVICE DATA
(THE "ACTUAL BUSINESS LINE NUMBER").
THE DETERMINATION OF WHETHER A PARTICULAR
BUSINESS ACCESS LINE IS A
BUSINESS LINE SHALL BE BASED ON VERIZON'S DESIGNATION
OF SUCH LINE IN THE VERIZON BILLING AND CUSTOMER SERVICE DATA.
(B)
SELLER SHALL ALSO CONVEY TO PURCHASER, FOR NO ADDITIONAL
CONSIDERATION, ANY AND ALL RESIDENTIAL LINES THAT ARE AFFILIATED WITH ANY
BUSINESS CUSTOMER AND ALL ACCESS LINES FOR ANY ADDITIONAL RESIDENTIAL CUSTOMER
LOCATED WITHIN THE VERIZON TERRITORY NOT AFFILIATED WITH A BUSINESS CUSTOMER
(COLLECTIVELY "RESIDENTIAL LINES"), PROVIDED THAT NO SUCH RESIDENTIAL LINES
SHALL BE COUNTED TOWARDS THE ACTUAL BUSINESS LINE NUMBER.
ALL
RESIDENTIAL
LINES CONVEYED HEREUNDER SHALL BE INCLUDED IN THE DEFINITION OF SUBJECT
CUSTOMERS;
(C)
TO THE EXTENT RELATING SPECIFICALLY TO SUBJECT CUSTOMERS ONLY,
(I) ALL LISTS, NAMES, ADDRESSES, CREDIT, BILLING AND COLLECTION DATA AND OTHER
PERTINENT RECORDS AND INFORMATION MAINTAINED BY SELLER AS OF THE CLOSING DATE
(IN SUCH FORM AND MEDIUM AS SO MAINTAINED AS OF SUCH DATE), (II) ALL AGREEMENTS,
PURCHASE ORDERS OR OTHER CONTRACTUAL INSTRUMENTS AND DOCUMENTS, TOGETHER WITH
ALL ASSOCIATED RIGHTS, OBLIGATIONS AND INTERESTS AS WOULD OTHERWISE HAVE ACCRUED
TO SELLER FROM AND AFTER THE CLOSING DATE IN ACCORDANCE WITH THE TERMS THEREOF,
ENTERED INTO BY SELLER WITH SUBJECT CUSTOMERS ON OR PRIOR TO THE CLOSING DATE
WITH RESPECT TO THE ACCESS LINES (THE "CUSTOMER AGREEMENTS");
(D)
WITHOUT LIMITATION, ALL CASH AND CASH EQUIVALENTS, PAYMENTS,
PROCEEDS, RECEIVABLES, ACCOUNTS, COLLECTIONS, REBATES, REFUNDS, RESERVES,
WITHHOLDINGS, RECOVERIES, CLAIMS OR OTHER ENTITLEMENTS OR AMOUNTS OF EVERY
NATURE PROCEEDS OF EVERY NATURE PAYABLE BY OR ATTRIBUTABLE TO SUBJECT CUSTOMERS
TO THE EXTENT FIRST ARISING OR ACCRUING AND PAYABLE AT ANY TIME, FOR ANY PERIOD
OR IN RESPECT OF ANY EVENTS OR CIRCUMSTANCES OCCURRING, ON OR AFTER THE CLOSING
DATE (AS HEREINAFTER DEFINED) (COLLECTIVELY, THE "POST-CLOSING CASHFLOW"); AND
(E)
TO THE EXTENT THAT SELLER IS NOT OTHERWISE ENTITLED AS OF THE
CLOSING DATE PER APPLICABLE CUSTOMER AGREEMENT TERMS AND CONDITIONS TO RECEIPT,
COLLECTION OR APPLICATION THEREOF, ANY AND ALL DEPOSITS, PREPAID EXPENSES AND
ANY OTHER SECURITY MAINTAINED BY SELLER AS OF THE CLOSING DATE PURSUANT TO ANY
CUSTOMER AGREEMENT
("SUBJECT DEPOSITS").
1.2.
EXCLUDED ASSETS.
THE SUBJECT ASSETS DO NOT INCLUDE, AND NOTHING
IN THIS AGREEMENT OR ANY DOCUMENTATION, TRANSACTION OR OTHER MATTERS
CONTEMPLATED HEREBY OR THEREBY SHALL IN ANY WAY BE DEEMED OR CONSTRUED AS
EFFECTING ANY TRANSFER OR CONVEYANCE TO PURCHASER OF ANY ITEMS AS DESCRIBED
BELOW IN THIS SECTION 1.2(A) (COLLECTIVELY, THE "EXCLUDED ASSETS"):
(A)
SUBJECT TO SECTION 5.1 HEREOF, ALL OF SELLER'S COPYRIGHTS,
PATENTS, INVENTIONS, TRADEMARKS, LOGOS, TRADE SECRETS, KNOW-HOW, STRATEGIES,
PLANS, BUDGETS, MARKETING MATERIALS AND ALL OTHER FORMS OF CONFIDENTIAL OR
PROPRIETARY INFORMATION, MATERIALS OR INTELLECTUAL PROPERTY, WHETHER OR NOT
RELATING TO SUBJECT CUSTOMERS;