ARTICLE VI
TRANSACTION AGREEMENTS
SECTION 6.1
TRANSACTION AGREEMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN NO LATER THAN THE
DISTRIBUTION DATE, VERIZON AND SPINCO (AND/OR OTHER SUBSIDIARIES OF VERIZON, AS
APPLICABLE) SHALL EACH EXECUTE AND DELIVER EACH OF THE TRANSACTION AGREEMENTS TO
WHICH IT IS A PARTY.
ARTICLE VII
ADDITIONAL COVENANTS
SECTION 7.1
SURVIVAL; EXCLUSIVE REMEDY.
THE COVENANTS AND AGREEMENTS CONTAINED HEREIN TO BE PERFORMED FOLLOWING THE
CLOSING SHALL SURVIVE THE EFFECTIVE TIME IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS AND ALL OTHER TERMS SHALL EXPIRE AS OF THE EFFECTIVE TIME (OTHER THAN THE
OBLIGATION TO CONVEY THE SPINCO ASSETS AND THE SPINCO LIABILITIES IN ACCORDANCE
WITH SECTION 2.1).
THE PARTIES HEREBY AGREE THAT THE SOLE AND EXCLUSIVE REMEDY
FOR ANY CLAIM (WHETHER SUCH CLAIM IS FRAMED IN TORT, CONTRACT OR OTHERWISE),
ARISING OUT OF A BREACH OF THIS AGREEMENT SHALL BE ASSERTED PURSUANT TO SECTION
10.2 OF THE MERGER AGREEMENT (OR IF THIS AGREEMENT AND THE MERGER AGREEMENT ARE
TERMINATED, SECTION 9.2 OF THE MERGER AGREEMENT) AND ONLY TO THE EXTENT
EXPRESSLY CONTEMPLATED THEREIN.
FOR THE AVOIDANCE OF DOUBT, SECTION 10.2 OF THE
MERGER AGREEMENT IS ACKNOWLEDGED TO PROVIDE FOR EQUITABLE RELIEF TO THE EXTENT
THE REQUISITE SHOWING IS MADE UNDER APPLICABLE LAW OF THE INADEQUACY OF THE
PAYMENT OF MONEY DAMAGES THEREUNDER.
SECTION 7.2
MUTUAL RELEASE.
EFFECTIVE AS
OF THE DISTRIBUTION DATE AND EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THE
TRANSACTION AGREEMENTS, EACH OF VERIZON, ON BEHALF OF ITSELF AND EACH OF THE
VERIZON SUBSIDIARIES, ON THE ONE HAND, AND SPINCO, ON BEHALF OF ITSELF AND EACH
OF THE SPINCO SUBSIDIARIES, ON THE OTHER HAND, HEREBY RELEASES AND FOREVER
DISCHARGES THE OTHER PARTY AND ITS SUBSIDIARIES, AND ITS AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, MANAGERS OR OTHER PERSONS ACTING IN A SIMILAR CAPACITY,
AGENTS, RECORD
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AND BENEFICIAL SECURITY HOLDERS (INCLUDING TRUSTEES AND BENEFICIARIES OF TRUSTS
HOLDING SUCH SECURITIES), ADVISORS AND REPRESENTATIVES (IN EACH CASE, IN THEIR
RESPECTIVE CAPACITIES AS SUCH) AND THEIR RESPECTIVE HEIRS, EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS, OF AND FROM ALL DEBTS, DEMANDS, ACTIONS,
CAUSES OF ACTION, SUITS, ACCOUNTS, COVENANTS, CONTRACTS, AGREEMENTS, DAMAGES,
CLAIMS AND OTHER LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, BOTH IN LAW
AND IN EQUITY, WHICH THE RELEASING PARTY HAS OR EVER HAD OR EVER WILL HAVE,
WHICH EXIST OR ARISE OUT OF OR RELATE TO EVENTS, CIRCUMSTANCES OR ACTIONS TAKEN
BY SUCH OTHER PARTY OCCURRING OR FAILING TO OCCUR OR ANY CONDITIONS EXISTING AT
OR PRIOR TO THE DISTRIBUTION DATE WHETHER OR NOT KNOWN ON THE DISTRIBUTION DATE,
INCLUDING IN CONNECTION WITH THE TRANSACTIONS AND ALL OTHER ACTIVITIES TO
IMPLEMENT THE CONTRIBUTION AND THE DISTRIBUTION; PROVIDED, HOWEVER, THAT THE
FOREGOING GENERAL RELEASE SHALL NOT APPLY TO (I) ANY LIABILITIES OR OTHER
OBLIGATIONS (INCLUDING LIABILITIES WITH RESPECT TO PAYMENT, REIMBURSEMENT,
INDEMNIFICATION OR CONTRIBUTION) UNDER THE MERGER AGREEMENT, THIS AGREEMENT OR
THE OTHER TRANSACTION AGREEMENTS OR ANY CONTRACTS (AS DEFINED THEREIN)
CONTEMPLATED THEREBY, OR ASSUMED, TRANSFERRED, ASSIGNED, ALLOCATED OR ARISING
UNDER ANY OF THE MERGER AGREEMENT, THIS AGREEMENT OR THE