OF VERIZON, SPINCO AND THE
COMPANY
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AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES AND IS NOT INTENDED TO CONFER
UPON ANY OTHER PERSONS ANY RIGHTS OR REMEDIES HEREUNDER.
SECTION 10.7
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 10.8
INTERPRETATION.
THE ARTICLE AND
SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE SOLELY FOR THE PURPOSE OF
REFERENCE, ARE NOT PART OF THE AGREEMENT OF THE PARTIES HERETO AND SHALL NOT IN
ANY WAY AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 10.9
SEVERABILITY.
IF ANY PROVISION OF
THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR
UNENFORCEABLE, THE REMAINING PROVISIONS HEREOF, OR THE APPLICATION OF SUCH
PROVISION TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT HAS BEEN
HELD INVALID OR UNENFORCEABLE, SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED THEREBY, SO LONG AS THE ECONOMIC
OR LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN
ANY MANNER ADVERSE TO ANY PARTY.
SECTION 10.10
REFERENCES; CONSTRUCTION.
REFERENCES TO
ANY "ARTICLE," "EXHIBIT," OR "SECTION," WITHOUT MORE, ARE TO ARTICLES, EXHIBITS
AND SECTIONS TO OR OF THIS AGREEMENT.
UNLESS OTHERWISE EXPRESSLY STATED,
CLAUSES BEGINNING WITH THE TERM "INCLUDING" OR SIMILAR WORDS SET FORTH EXAMPLES
ONLY AND IN NO WAY LIMIT THE GENERALITY OF THE MATTERS THUS EXEMPLIFIED.
SECTION 10.11
TERMINATION.
NOTWITHSTANDING ANY
PROVISION HEREOF, IN THE EVENT OF TERMINATION OF THE MERGER AGREEMENT, THIS
AGREEMENT MAY BE TERMINATED AND THE DISTRIBUTION ABANDONED AT ANY TIME PRIOR TO
THE DISTRIBUTION BY AND IN THE SOLE DISCRETION OF VERIZON.
IN THE EVENT OF SUCH
TERMINATION, NO PARTY HERETO OR TO ANY OTHER TRANSACTION AGREEMENT (OTHER THAN
THE MERGER AGREEMENT TO THE EXTENT PROVIDED THEREIN) SHALL HAVE ANY LIABILITY TO
ANY PERSON BY REASON OF THIS AGREEMENT OR ANY OTHER TRANSACTION AGREEMENT (OTHER
THAN THE MERGER AGREEMENT TO THE EXTENT PROVIDED THEREIN).
SECTION 10.12
CONSENT TO JURISDICTION AND SERVICE OF
PROCESS.
THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT
THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE
WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED
THAT THE PARTIES SHALL BE
39
ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT
AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY
COURT OF THE UNITED STATES LOCATED IN THE STATE OF NEW YORK, THIS BEING IN
ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
IN
ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO SUBMIT ITSELF TO THE
PERSONAL JURISDICTION OF ANY FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN
THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT,