OF THE ATTRITION NOTICE TO ACCEPT THE DATA CONTAINED THEREIN
OR REQUEST ADDITIONAL SUPPORT.
ADDITIONAL SUPPORT SHALL BE PROVIDED BY INVITING
TO PURCHASER'S OFFICE TWO OF SELLER'S REPRESENTATIVES TO REVIEW FIRST HAND THE
VERIZON BILLING AND CUSTOMER SERVICE DATA THAT WAS USED TO SUPPORT THE ATTRITION
NOTICE.
WITHIN FIVE (05) DAYS AFTER SELLER AGREES TO THE NUMBER OF
DISCONTINUED BUSINESS LINES AND THE FINAL BUSINESS LINE NUMBER, THERE SHALL BE
PAID TO SELLER BY THE ESCROW AGENT FROM THE INITIAL DEPOSIT, AS A FINAL
SETTLEMENT PAYMENT ("POST CLOSING SETTLEMENT PAYMENT") AGAINST
THE PURCHASE
PRICE, AN AMOUNT EQUAL TO THE SUM (IF ANY) OF: (I) THE PRODUCT OF (X) THE FINAL
BUSINESS LINES NUMBER,
10
TIMES (Y) $150, LESS (II) THE INITIAL PAYMENT.
ANY REMAINING AMOUNT OF THE
INITIAL DEPOSIT SHALL BE REPAID TO PURCHASER AS AN ADJUSTMENT AGAINST THE
PURCHASE PRICE.
ARTICLE 11
SURVIVAL
All representations, warranties, covenants and agreements of the Parties made in
this Agreement or in any exhibit, schedule, certificate or agreement delivered
in accordance with this Agreement shall survive the execution and delivery of,
and the Closing of the transactions under, this Agreement as provided in
Articles 2, 5 and 6 of this Agreement.
ARTICLE 12
OTHER PROVISIONS
12.1.
FURTHER ASSURANCES. AFTER THE CLOSING DATE, EACH OF THE PARTIES
WILL TAKE SUCH ACTIONS AND EXECUTE AND DELIVER TO THE OTHER PARTY SUCH FURTHER
DOCUMENTS, INSTRUMENTS OF ASSIGNMENT, CONVEYANCES AND TRANSFERS CONSISTENT WITH
THEIR RESPECTIVE POST-CLOSING COVENANTS CONTAINED IN ARTICLES 5 AND 6, AS
APPLICABLE, AS REASONABLY NECESSARY TO GIVE FULL LEGAL EFFECT TO THE
TRANSACTIONS AND AGREEMENTS AS EXPRESSLY INTENDED IN THIS AGREEMENT.
12.2.
BENEFIT AND ASSIGNMENT. THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS; PROVIDED THAT NEITHER PARTY MAY ASSIGN THIS AGREEMENT,
OR OTHERWISE TRANSFER OR DELEGATE ANY RIGHTS, INTERESTS, OBLIGATIONS OR
LIABILITIES HEREUNDER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY (NOT
TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED WHERE SUCH ASSIGNMENT OR
DELEGATION IS TO BE MADE TO A WHOLLY-OWNED SUBSIDIARY OF THE ASSIGNING PARTY AND
SUCH ASSIGNING PARTY SHALL REMAIN FULLY LIABLE FOR PERFORMANCE HEREUNDER AFTER
GIVING EFFECT THERETO).
12.3.
AMENDMENT, WAIVER. THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED
OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY AGAINST WHICH
ENFORCEMENT OF SUCH AMENDMENT OR WAIVER IS SOUGHT. ANY WAIVER OF ANY TERM OR
CONDITION OF THIS AGREEMENT OR ANY BREACH HEREOF SHALL NOT OPERATE AS A WAIVER
OF ANY OTHER SUCH TERM, CONDITION OR BREACH, AND NO FAILURE TO ENFORCE ANY
PROVISION HEREOF SHALL OPERATE AS A WAIVER OF SUCH PROVISION OR OF ANY OTHER
PROVISION HEREOF.
12.4.
GOVERNING LAW, JURISDICTION; RELATED WAIVERS. THE CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. THE FEDERAL [AND STATE] COURTS LOCATED WITHIN NEW YORK COUNTY, STATE OF
NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION WITH REGARD TO ALL MATTERS RELATING
TO THE INTERPRETATION AND ENFORCEMENT