IN SECTION 2.8.
SUPPLIER FURTHER AGREES THAT IT AND ITS AFFILIATES SHALL PERFORM THE TRANSITION
SERVICES (I) IN COMPLIANCE WITH APPLICABLE LAW AND ANY GOVERNMENTAL OR
REGULATORY REQUIREMENTS AND (II) WITH THE SAME OVERALL STANDARDS OF QUALITY,
TIMELINESS AND EFFICIENCY AS SUCH SERVICES ARE THEN BEING PROVIDED BY SUPPLIER'S
AFFILIATES TO VERIZON NEW ENGLAND INC. TAKING INTO ACCOUNT REASONABLE
FLUCTUATIONS THAT OCCUR FROM MONTH TO MONTH.
7.2
SUPPLIER COOPERATION.
SUPPLIER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, USE COMMERCIALLY REASONABLE EFFORTS TO COOPERATE WITH FAIRPOINT
AND ITS AFFILIATES, AND TO PERFORM, IN A TIMELY FASHION, ITS OBLIGATIONS PRIOR
TO THE CLOSING DATE AND AFTER THE CLOSING DATE; PROVIDED, THAT SUCH EFFORTS
SHALL NOT REQUIRE SUPPLIER AND ITS AFFILIATES TO (X) INCUR ADDITIONAL EXPENSES,
OBLIGATIONS OR LIABILITIES OTHER THAN AS EXPRESSLY REQUIRED HEREIN, (Y)
DISPROPORTIONABLY OR UNREASONABLY INTERFERE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, WITH THE CONDUCT OF THE VERIZON BUSINESS OR (Z) BE INCONSISTENT WITH
THE EXPRESS TERMS OF THIS AGREEMENT OR ANY SCHEDULE HERETO.
7.3
CORRECTION.
IN THE EVENT SUPPLIER FAILS TO DELIVER THE TRANSITION
SERVICES IN ANY MATERIAL RESPECT IN ACCORDANCE WITH THIS AGREEMENT, SUPPLIER
SHALL, AT ITS EXPENSE,
19
RESOLVE ANY SUCH DISCREPANCIES AS PROMPTLY AS REASONABLY PRACTICABLE, GIVEN THE
NATURE AND SEVERITY OF THE MATTER AT ISSUE. SUPPLIER SHALL KEEP FAIRPOINT AND
BUYERS INFORMED REGARDING THE STATUS OF ITS ACTIONS TO RESOLVE SUCH
DISCREPANCIES AND THE RESOLUTION THEREOF.
ARTICLE VIII
PERSONNEL AND SYSTEMS
PROVIDING TRANSITION SERVICES
8.1
PERSONNEL.
SUPPLIER AND ITS AFFILIATES SHALL HAVE THE SOLE AND
EXCLUSIVE RESPONSIBILITY FOR SELECTING AND MANAGING THEIR PERSONNEL WHO PROVIDE
TRANSITION SERVICES AND SHALL SUPERVISE THEM IN CONNECTION WITH THE PERFORMANCE
OF TRANSITION SERVICES.
SUCH PERSONNEL SHALL BE QUALIFIED, IN THE REASONABLE
OPINION OF SUPPLIER, FOR THE TASKS TO WHICH THEY ARE ASSIGNED.
SUPPLIER OR ITS
AFFILIATES SHALL PAY AND BE RESPONSIBLE FOR ALL WAGES, SALARY OR OTHER
COMPENSATION, TAXES, INSURANCE AND, EXCEPT AS EXPRESSLY SPECIFIED HEREIN OR IN
ANY SCHEDULE OR SEPARATE AGREEMENT, OTHER COSTS AND EXPENSES WITH RESPECT TO
SUCH PERSONNEL.
8.2
INTELLECTUAL PROPERTY, EQUIPMENT AND SYSTEMS.
SUPPLIER AND ITS
AFFILIATES SHALL HAVE THE SOLE AND EXCLUSIVE RESPONSIBILITY AND DISCRETION TO
SELECT AND PROVIDE THE INTELLECTUAL PROPERTY, EQUIPMENT AND SYSTEMS NECESSARY TO
DELIVER THE TRANSITION SERVICES, PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
AFFECT THE SUPPLIER'S OBLIGATION TO COMPLY WITH ANY SPECIFIED SERVICE LEVEL AND
THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT.
ARTICLE IX
INTENTIONALLY OMITTED
ARTICLE X
EMPLOYMENT OF CONTRACTORS OR THIRD PARTIES
10.1
Subcontractors.
To the extent that Supplier or any of its
Affiliates determines that it is desirable for any reason in their sole
discretion, Supplier may contract with reasonably-qualified third parties to
provide any or all Transition Services to the Buyers for the remainder of the
term and (ii) further, if in the judgment of counsel for Supplier, any
requirement of law precludes Supplier from performing any Transition Service or
performing any of its obligations of this Agreement, Supplier may assign the
20
PERFORMANCE OF THOSE OBLIGATIONS TO A REASONABLY-QUALIFIED