ON THE DATE IMMEDIATELY PRIOR TO THE
CLOSING DATE, UNLESS THE SERVICE DESCRIPTIONS ON THE SCHEDULES HERETO
SPECIFICALLY INDICATE OTHERWISE.
UNLESS OTHERWISE SPECIFICALLY STATED IN THE
SCHEDULES HERETO, TRANSITION SERVICES ARE PROVIDED ONLY IN RESPECT OF THE SPINCO
BUSINESS AS CONDUCTED (OR SUBSTANTIALLY AS CONDUCTED) ON THE CLOSING DATE BY
BUYERS OR THEIR AFFILIATES AS SUCCESSORS TO ONE OR MORE OF THE CONTRIBUTING
COMPANIES, AS DEFINED IN THE DISTRIBUTION AGREEMENT, AND SUCH SERVICES ARE NOT
PROVIDED IN RESPECT OF, OR IN SUPPORT OF, OR IN COMBINATION WITH, ANY OTHER
BUSINESS OPERATION OR INTERESTS OF BUYERS, SURVIVING CORPORATION OR THEIR
AFFILIATES.
EXCEPT AS SPECIFICALLY DESCRIBED IN THE SCHEDULES HERETO OR THIS
AGREEMENT, NEITHER SUPPLIER NOR ITS
10
AFFILIATES SHALL HAVE ANY OBLIGATION TO PROVIDE ANY ADDITIONAL, MODIFIED,
GENERAL OR CUSTOMIZED SERVICES.
3.2
CHANGES IN SCOPE.
(A)
THE PARTIES ACKNOWLEDGE AND AGREE THAT SUPPLIER AND ITS AFFILIATES SHALL
PROVIDE THE TRANSITION SERVICES UTILIZING SYSTEMS, DATABASES, REPORTS, FORMATS
AND PROCESSES USED TO SUPPORT VERIZON NEW ENGLAND INC. (AND THE CONTRIBUTING
COMPANIES AS TO THE RESPECTIVE SERVICE THEY RECEIVED) IMMEDIATELY PRIOR TO THE
CLOSING DATE, AND EXCEPT AS OTHERWISE SPECIFICALLY DESCRIBED HEREIN OR IN THE
SCHEDULES HERETO, SUPPLIER AND ITS AFFILIATES ARE NOT OBLIGATED TO MAKE ANY
MODIFICATION OR CUSTOMIZATION OF ANY SUCH SYSTEMS, DATABASES, REPORTS, FORMATS
OR PROCESSES.
SUPPLIER AND ITS AFFILIATES WILL ADHERE TO THE POLICIES,
PRACTICES AND METHODOLOGIES USED TO SUPPORT VERIZON NEW ENGLAND INC. AND THE
CONTRIBUTING COMPANIES IMMEDIATELY PRIOR TO THE CLOSING DATE.
DURING THE TERM
OF THIS AGREEMENT, SUPPLIER MAY AT ANY TIME MODIFY THE TRANSITION SERVICES, AS
NECESSARY OR DESIRABLE, TO ALLOW FOR CONTINUED OR CONFORMING USE OF THE
THEN-EXISTING SYSTEMS AND DATABASES AND TO ALLOW FOR CONTINUED OR CONFORMING
ADHERENCE TO THE THEN-EXISTING POLICIES, PRACTICES AND METHODOLOGIES, WHICH
SUPPLIER OR ITS AFFILIATES WILL USE TO PROVIDE SIMILAR SERVICES TO VERIZON NEW
ENGLAND INC. OR THE CONTRIBUTING COMPANIES AFTER THE CLOSING (EACH, A
"CONFORMING CHANGE").
PROVIDED THAT THE CONFORMING CHANGE COMPLIES WITH
APPLICABLE LAW, NEITHER BUYERS NOR SURVIVING CORPORATION SHALL BE RESPONSIBLE
FOR ANY ADDITIONAL COSTS IN CONNECTION WITH SUCH CONFORMING CHANGE, AND SUPPLIER
SHALL REIMBURSE BUYERS FOR ALL OF BUYERS' REASONABLE OUT-OF-POCKET COSTS IN
CONNECTION WITH THE IMPLEMENTATION OF SUCH CONFORMING CHANGE.
PRIOR TO THE
IMPLEMENTATION OF A CONFORMING CHANGE, SUPPLIER WILL PROVIDE THE BUYERS WITH
WRITTEN NOTICE OF SUCH CHANGE CONTEMPORANEOUSLY WITH THE NOTICE PROVIDED TO
VERIZON NEW ENGLAND INC. OR THE CONTRIBUTING COMPANIES, AS APPLICABLE.
(B)
IN ADDITION TO CONFORMING CHANGES, DURING THE TERM, THE BUYERS OR
FAIRPOINT MAY REQUEST THAT SUPPLIER AGREE TO MODIFY ANY OF THE TRANSITION
SERVICES TO COMPLY WITH THEN-EXISTING LAW OR REQUIREMENTS OF A GOVERNMENTAL
AUTHORITY (A "SERVICE MODIFICATION").
BUYERS OR FAIRPOINT SHALL DELIVER TO
SUPPLIER'S SINGLE POINT OF CONTACT (AS DEFINED IN ARTICLE XI) A WRITTEN
DESCRIPTION OF THE PROPOSED CHANGE (EACH, A "CHANGE REQUEST").
(C)
SUPPLIER SHALL PROVIDE ALL PROPOSED SERVICE MODIFICATIONS.
SUPPLIER SHALL
MAKE COMMERCIALLY REASONABLE EFFORTS TO COMPLETE AND IMPLEMENT SERVICE
MODIFICATIONS AT THE TIME OR ON THE SCHEDULE REQUIRED BY LAW OR REQUIREMENTS