TO HAVE
BEEN PERFORMED OR SATISFIED ON OR PRIOR TO THE CLOSING DATE; OR
(B)
BY SELLER NOTICE TO PURCHASER, UPON THE FAILURE OF ONE OR MORE THE
CONDITIONS SPECIFIED IN ARTICLE 8 TO SELLER'S OBLIGATIONS HEREUNDER TO HAVE BEEN
PERFORMED OR SATISFIED ON OR PRIOR TO THE CLOSING DATE; OR
(C)
BY NOTICE OF EITHER PARTY, UPON DISCOVERY OF THE OTHER PARTY'S
MATERIAL MISREPRESENTATION MADE HEREIN OR UPON SUCH OTHER PARTY'S ABANDONMENT OF
OR MATERIAL BREACH OR NONPERFORMANCE OF ANY COVENANT OR OBLIGATION REQUIRED OF
IT HEREUNDER TO THE EXTENT REMAINING UNREMEDIED AFTER FIFTEEN (15) DAYS NOTICE
AND OPPORTUNITY TO CURE; OR
(D)
BY MUTUAL WRITTEN AGREEMENT BY BOTH PARTIES TO THE AGREEMENT.
ARTICLE 10
CLOSING DATE
10.1.
TIME AND PLACE OF CLOSING.
THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES
OF SELLER'S COUNSEL, KELLEY DRYE & WARREN LLP, 3050 K ST, NW, SUITE 400,
WASHINGTON, DC 20008 ON SUCH DATE (THE "CLOSING DATE") AS AGREED BETWEEN THE
PARTIES THAT IS NO LATER THAN THE THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE
FINAL SATISFACTION OR WAIVER, AS APPLICABLE, OF ALL CONDITIONS PRECEDENT TO THE
PARTIES' RESPECTIVE OBLIGATIONS AS SET FORTH IN ARTICLES 7 AND 8.
AN INITIAL
CLOSING SHALL OCCUR WITHIN TWO (2) BUSINESS DAYS (SUBJECT, IN ANY EVENT, TO
CONTINUING SATISFACTION AS OF SUCH DATE OF ALL OTHER CONDITIONS PRECEDENT AS
AFORESAID) WITH RESPECT TO ANY AND ALL SUBJECT ASSETS FOR WHICH ALL
CLOSING-REQUIRED APPROVALS, SELLER-REQUIRED APPROVALS AND PURCHASER-REQUIRED
APPROVALS (COLLECTIVELY, "REQUISITE APPROVALS") HAVE THEN BEEN OBTAINED AND
BECOME EFFECTIVE TO PERMIT THE VALID AND LAWFUL CONVEYANCE THEREOF AND THE
MIGRATION OF THE RELEVANT ACCESS LINES AND SUCCESSIVE CLOSINGS SHALL CONTINUE
OCCUR WITHIN EACH TWO WEEK PERIOD THEREAFTER (AGAIN, SUBJECT TO CONTINUING
SATISFACTION AS OF SUCH DATE OF ALL OTHER CONDITIONS PRECEDENT AS AFORESAID)
AFTER ALL REQUISITE APPROVALS HAVE BEEN OBTAINED TO PERMIT THE CONTINUED VALID
AND LAWFUL CONVEYANCE THEREOF AND THE MIGRATION OF THE REMAINING ACCESS LINES
(EACH, AN "INTERIM CLOSING DATE"; PROVIDED, THAT THE LAST SUCH CLOSING SHALL
OCCUR ON A DATE (THE "FINAL CLOSING DATE") NO LATER THAN MARCH 31, 2008.
THE
PARTIES INTEND THAT THE CLOSING SHALL BE A STAGED CLOSING AND SHALL CONTINUE AS
AND WHEN ADDITIONAL OF THE SUBJECT ASSET BECOME APPROVED MIGRATED LINES.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "CLOSING DATE" SHALL MEAN AND BE A
SINGULAR REFERENCE TO THE SINGLE DATE OR EACH OF THE SERIES OF DATES UP TO THE
FINAL CLOSING DATE ON WHICH ANY CLOSING ACTUALLY OCCURS IN ACCORDANCE WITH THIS
SECTION 10.1 AND, EXCEPT WHERE EXPLICITLY NOTED AS RELATING TO THE PARTICULAR
SUBJECT ASSETS SUBJECT TO ACTUAL CONVEYANCE THEREON, SHALL BE INTERPRETED AS
REFERRING TO ANY AND ALL SUCH DATES.
10.2.
OBLIGATIONS OF SELLER AT CLOSING. ON THE CLOSING DATE, SELLER SHALL
DELIVER OR CAUSE TO BE DELIVERED TO PURCHASER THE FOLLOWING DOCUMENTS AND TAKE
THE OTHER ACTIONS IDENTIFIED :
(A)
AN ASSIGNMENT AND BILL OF SALE, IN SUBSTANTIALLY THE FORM ATTACHED
AS SCHEDULE 10.2(A) HERETO