(B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR
DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY
SUCH COURT AND (C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT
OTHER THAN A FEDERAL COURT SITTING IN THE STATE OF NEW YORK.
NOTWITHSTANDING
THIS SECTION 10.12, ANY DISPUTE REGARDING THE CLOSING STATEMENT SHALL BE
RESOLVED IN ACCORDANCE WITH ARTICLE V HEREOF; PROVIDED THAT SUCH ARTICLE V MAY
BE ENFORCED BY EITHER PARTY IN ACCORDANCE WITH TERMS OF THIS SECTION 10.12.
SECTION 10.13
WAIVERS.
EXCEPT AS PROVIDED IN THIS
AGREEMENT, NO ACTION TAKEN PURSUANT TO THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY INVESTIGATION BY OR ON BEHALF OF ANY PARTY, SHALL BE DEEMED TO
CONSTITUTE A WAIVER BY THE PARTY TAKING SUCH ACTION OF COMPLIANCE WITH ANY
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS CONTAINED IN THIS
AGREEMENT.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY PROVISION
HEREUNDER SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY PRIOR OR
SUBSEQUENT BREACH OF THE SAME OR ANY OTHER PROVISION HEREUNDER.
SECTION 10.14
WAIVER OF JURY TRIAL.
EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY LITIGATION, CLAIM, ACTION, SUIT, ARBITRATION, INQUIRY, PROCEEDING,
INVESTIGATION OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF THE PARTIES
HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
VERIZON COMMUNICATIONS INC.
By:
/s/ John W. Diercksen
Name:
John W. Diercksen
Title:
Executive Vice President - Strategy,
Development and Planning
NORTHERN NEW ENGLAND
SPINCO INC.
By:
/s/ Stephen E. Smith
Name:
Stephen E. Smith
Title:
Vice President
41