BE RESPONSIBLE FOR AND WILL REIMBURSE SUPPLIER FOR ANY COSTS AND EXPENSES
INCURRED BY SUPPLIER IN CONTESTING THOSE TAXES DISPUTED BY THE BUYERS BEFORE THE
APPROPRIATE GOVERNMENTAL AUTHORITY.
ANY AMOUNT DUE UNDER THIS PARAGRAPH, WHICH
IS NOT PAID WITHIN 30 CALENDAR DAYS THAT IS NOT SUBJECT TO A GOOD FAITH DISPUTE,
SHALL BEAR INTEREST AT THE APPLICABLE RATE UNTIL PAID.
NOTWITHSTANDING THE
FOREGOING, THE BUYERS SHALL NOT BE OBLIGATED FOR, AND SUPPLIER SHALL PAY, ALL
TAXES ON THE INCOME OF SUPPLIER (AND, PRIOR TO THE CLOSING, BUYERS), AND EACH
PARTY SHALL BEAR SOLE RESPONSIBILITY FOR ALL REAL OR PERSONAL PROPERTY-RELATED
TAXES ON ITS OWNED OR LEASED REAL OR PERSONAL PROPERTY (INCLUDING SALES AND USE
TAXES ON SUCH PROPERTY ACQUIRED IN ORDER TO PROVIDE THE TRANSITION SERVICES),
FOR FRANCHISE OR SIMILAR TAXES ON ITS BUSINESS, FOR EMPLOYMENT TAXES ON ITS
EMPLOYEES, AND FOR INTANGIBLE TAXES ON PROPERTY IT OWNS OR LICENSES.
ARTICLE XVIII
RECORDS; ACCESS
18.1
RECORDS.
SUPPLIER AND ITS AFFILIATES SHALL
MAINTAIN RECORDS WITH RESPECT TO THE TRANSITION SERVICES THAT ARE IN A FORM AND
CONTAIN A LEVEL OF DETAIL SIMILAR TO RECORDS, IF ANY, THAT ARE MAINTAINED IN
PROVIDING SIMILAR SERVICES FOR VERIZON NEW ENGLAND INC. AND THE CONTRIBUTING
COMPANIES (AND IN ANY EVENT CONSISTENT WITH APPLICABLE LAW), FOR A PERIOD OF 1
YEAR AFTER THE TERMINATION OF THIS AGREEMENT OR SUCH LONGER PERIOD AS REQUIRED
BY APPLICABLE LAW.
SUPPLIER SHALL ALSO MAINTAIN RECORDS IN ACCORDANCE WITH
APPLICABLE LAW AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO SUBSTANTIATE
CHARGES FOR THIRD-PARTY INTELLECTUAL PROPERTY AND TAXES FOR A PERIOD OF 18
MONTHS FROM THE DATE OF TERMINATION OR EXPIRATION OF THIS AGREEMENT.
DURING THE
PERIOD IN WHICH SUPPLIER IS REQUIRED TO
31
MAINTAIN SUCH RECORDS, UPON PRIOR WRITTEN REQUEST TO SUPPLIER, BUYERS SHALL HAVE
ACCESS TO SUCH RECORDS DURING NORMAL BUSINESS HOURS OF SUPPLIER OR ITS
APPLICABLE AFFILIATE AT THE PLACE WHERE SUCH RECORDS ARE NORMALLY MAINTAINED.
18.2
ACCESS TO BOOKS, RECORDS, PERSONNEL.
DURING THE
TERM OF THIS AGREEMENT AND FOR A PERIOD OF 18 MONTHS THEREAFTER, SUPPLIER AND
ITS AFFILIATES SHALL PERMIT BUYERS AND THEIR EMPLOYEES, AUDITORS AND OTHER
REPRESENTATIVES TO HAVE REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE ADVANCE NOTICE, TO BOOKS AND RECORDS AND APPROPRIATE PERSONNEL OF
SUPPLIER AND ITS AFFILIATES, TO THE EXTENT SUCH ACCESS IS REASONABLY REQUESTED
BY BUYERS IN ORDER TO PERMIT THE EVALUATION OF, AND ANY REQUIRED REPORTING,
CERTIFICATIONS AND ATTESTATIONS WITH RESPECT TO, INTERNAL CONTROLS, PROCESSES
AND SYSTEMS IN CONNECTION WITH THE PROVISION OF THE TRANSITION SERVICES FOR
PURPOSES OF COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002.
ARTICLE XIX
DISPUTE RESOLUTION
19.1
GENERAL.
EXCEPT WITH RESPECT TO INJUNCTIVE
RELIEF DESCRIBED BELOW, ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT, OR THE BREACH THEREOF, WHICH SHALL NOT INCLUDE ANY CHALLENGE OR
DISPUTE AS TO THE RATE FOR ANY TRANSITION SERVICE PAYABLE UNDER ARTICLE II OR
SECTION 14.2(B), SHALL ATTEMPT TO BE SETTLED FIRST, BY GOOD FAITH EFFORTS OF THE
PARTIES TO REACH MUTUAL AGREEMENT, AND SECOND, IF MUTUAL