ONLY BE
MADE AFTER PRIOR CONSULTATION WITH AND DELIVERY OF A COPY OF THE PROPOSED
DISCLOSURE SUBSTANTIALLY IN THE FORM IT WILL BE DISCLOSED TO THE PUBLIC TO THE
OTHER PARTY, IF CONSULTATION AND DELIVERY IS REASONABLY PRACTICABLE.
8.4
ASSIGNMENT.
NO PARTY MAY ASSIGN ANY OF ITS
RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY AND OPERATING COMPANY; PROVIDED THAT ANY PARTY MAY ASSIGN THIS
AGREEMENT TO AN AFFILIATE SO LONG AS THE PARTY ASSIGNING THIS AGREEMENT AGREES
TO GUARANTEE, WITHOUT RESTRICTION, THE PERFORMANCE OF ALL SUCH AFFILIATE'S
OBLIGATIONS HEREUNDER.
NOTWITHSTANDING THE FOREGOING, SKTI MAY ASSIGN ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO A DIRECT OR INDIRECT WHOLLY-OWNED
SUBSIDIARY OF SKT.
8.5
FULFILLMENT OF OBLIGATIONS.
ANY OBLIGATION OF
ANY PARTY TO ANY OTHER PARTY UNDER THIS AGREEMENT, WHICH OBLIGATION IS
PERFORMED, SATISFIED OR FULFILLED BY AN AFFILIATE OF SUCH PARTY, SHALL BE DEEMED
TO HAVE BEEN PERFORMED, SATISFIED OR FULFILLED BY SUCH PARTY.
8.6
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES, OPERATING COMPANY
AND MANAGEMENT COMPANY AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY
PERSON OTHER THAN SKT, SKTI, EARTHLINK, OPERATING COMPANY OR THEIR RESPECTIVE
SUCCESSORS ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
WITHOUT
LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ANY THIRD PARTY (INCLUDING
WITHOUT LIMITATION ANY CREDITORS OF ANY PARTY, OF MANAGEMENT COMPANY OR OF
OPERATING COMPANY) BE ENTITLED TO RELY UPON THE CONTRIBUTION SCHEDULE SET FORTH
IN SCHEDULE 2.2 OR ANY COVENANT OF ANY PARTY HERETO TO MAKE ANY CAPITAL
CONTRIBUTION HEREUNDER.
8.7
COUNTERPARTS.
FOR THE CONVENIENCE OF THE
PARTIES HERETO, THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH SHALL TOGETHER
CONSTITUTE THE SAME AGREEMENT.
29
8.8
SECTION HEADINGS.
THE SECTION AND PARAGRAPH
HEADINGS AND TABLE OF CONTENTS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
8.9
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS,
DEMANDS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED GIVEN (I) ON THE FIRST CALENDAR DAY FOLLOWING THE DATE OF DELIVERY IN
PERSON OR BY TELECOPY (IN EACH CASE WITH TELEPHONIC CONFIRMATION OF RECEIPT BY
THE ADDRESSEE), (II) ON THE FIRST CALENDAR DAY FOLLOWING TIMELY DEPOSIT WITH AN
OVERNIGHT COURIER SERVICE, IF SENT BY OVERNIGHT COURIER SPECIFYING NEXT DAY
DELIVERY OR (III) ON THE FIRST CALENDAR DAY THAT IS AT LEAST FIVE (5) DAYS
FOLLOWING DEPOSIT IN THE MAILS, IF SENT BY REGISTERED OR CERTIFIED MAIL, TO THE
PARTIES AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS
SHALL BE SPECIFIED BY LIKE NOTICE):
If to SKTI:
SK Telecom International, Inc.
The Concourse IV
1735 Technology Drive
8th Floor
San Jose, CA
95110
Attention:
Brian Kim
Facsimile:
(408) 975-9222
with a