OTHER TRANSACTION
AGREEMENTS OR ANY CONTRACT CONTEMPLATED THEREBY IN EACH CASE SUBJECT TO THE
TERMS THEREOF (INCLUDING ANY LIABILITY THAT THE PARTIES MAY HAVE WITH RESPECT TO
PAYMENT, PERFORMANCE, REIMBURSEMENT, INDEMNIFICATION OR CONTRIBUTION PURSUANT TO
THE MERGER AGREEMENT, THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT OR ANY
CONTRACT CONTEMPLATED THEREBY), AND THE FOREGOING RELEASE WILL NOT AFFECT ANY
PARTY'S RIGHT TO ENFORCE THE MERGER AGREEMENT, THIS AGREEMENT OR THE OTHER
TRANSACTION AGREEMENTS OR THE CONTRACTS CONTEMPLATED THEREBY IN ACCORDANCE WITH
THEIR TERMS OR (II) ANY LIABILITY THE RELEASE OF WHICH WOULD RESULT IN THE
RELEASE OF ANY PERSON OTHER THAN A PERSON RELEASED PURSUANT TO THIS SECTION 7.2
(PROVIDED, THAT THE PARTIES AGREE NOT TO BRING SUIT OR PERMIT ANY OF THEIR
SUBSIDIARIES TO BRING SUIT AGAINST ANY SUCH PERSON WITH RESPECT TO ANY LIABILITY
TO THE EXTENT SUCH PERSON WOULD BE RELEASED WITH RESPECT TO SUCH LIABILITY BY
THIS SECTION 7.2 BUT FOR THIS CLAUSE (II)).
EACH PARTY TO THIS AGREEMENT
AGREES, FOR ITSELF AND EACH MEMBER OF ITS GROUP, NOT TO MAKE ANY CLAIM OR DEMAND
OR COMMENCE ANY ACTION OR ASSERT ANY CLAIM AGAINST ANY MEMBER OF THE OTHER
PARTY'S GROUP WITH RESPECT TO THE LIABILITIES RELEASED PURSUANT TO THIS SECTION
7.2.
SECTION 7.3
INTERCOMPANY AGREEMENTS;
INTERCOMPANY ACCOUNTS.
(A)
EXCEPT FOR THE TRANSACTION AGREEMENTS, ANY
AGREEMENTS ENTERED INTO PURSUANT TO THE MERGER AGREEMENT INCLUDING WITHOUT
LIMITATION PURSUANT TO SECTION 7.8 THEREOF, AND THE TRANSFERRED AFFILIATE
ARRANGEMENTS, ALL CONTRACTS, LICENSES, AGREEMENTS, COMMITMENTS AND OTHER
ARRANGEMENTS, FORMAL AND INFORMAL, BETWEEN ANY MEMBER OF THE VERIZON GROUP, ON
THE ONE HAND, AND ANY MEMBER OF THE SPINCO GROUP, ON THE OTHER HAND, IN
EXISTENCE AS OF THE DISTRIBUTION DATE, SHALL TERMINATE AS OF THE CLOSE OF
BUSINESS ON THE DAY PRIOR TO THE DISTRIBUTION DATE.
NO SUCH TERMINATED
AGREEMENT (INCLUDING ANY PROVISION THEREOF THAT PURPORTS TO SURVIVE TERMINATION)
SHALL BE OF ANY FURTHER FORCE OR EFFECT AFTER THE DISTRIBUTION DATE AND ALL
PARTIES SHALL BE RELEASED FROM ALL OBLIGATIONS
29
THEREUNDER.
FROM AND AFTER THE DISTRIBUTION DATE, NO MEMBER OF EITHER GROUP
SHALL HAVE ANY RIGHTS UNDER ANY SUCH TERMINATED AGREEMENT WITH ANY MEMBER OF THE
OTHER GROUP, EXCEPT AS SPECIFICALLY PROVIDED HEREIN OR IN THE OTHER TRANSACTION
AGREEMENTS.
(B)
EFFECTIVE IMMEDIATELY PRIOR TO THE
DISTRIBUTION DATE, ALL INTERCOMPANY CASH MANAGEMENT LOAN BALANCES BETWEEN
VERIZON AND THE VERIZON SUBSIDIARIES, ON ONE HAND, AND SPINCO AND THE SPINCO
SUBSIDIARIES, ON THE OTHER HAND, SHALL BE CANCELED.
SECTION 7.4
GUARANTEE OBLIGATIONS AND
LIENS.
(A)
VERIZON AND SPINCO SHALL, UPON VERIZON'S
REQUEST, COOPERATE, AND SHALL CAUSE THEIR RESPECTIVE GROUPS TO COOPERATE AND USE
THEIR RESPECTIVE REASONABLE BEST EFFORTS TO:
(X) TERMINATE, OR TO CAUSE SPINCO,
AS THE APPROPRIATE MEMBER OF THE SPINCO GROUP, TO BE SUBSTITUTED IN ALL RESPECTS
FOR VERIZON OR THE APPLICABLE MEMBER OF THE VERIZON GROUP IN RESPECT OF, ALL
OBLIGATIONS OF ANY MEMBER OF THE VERIZON GROUP UNDER ANY SPINCO LIABILITIES
IDENTIFIED BY VERIZON FOR WHICH SUCH MEMBER OF THE VERIZON GROUP MAY BE LIABLE,
AS GUARANTOR, ORIGINAL