MISCELLANEOUS
SECTION 6.1.
INCORPORATION OF ARTICLE IX AND X.
ALL TERMS AND
PROVISIONS CONTAINED IN ARTICLES IX AND X OF THE PURCHASE AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE TO THE SAME EXTENT AS IF EXPRESSLY SET FORTH
HEREIN.
SECTION 6.2.
WAIVER OF CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANY
PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST INCOME OR LOST REVENUE, OR FOR COSTS
OF PROCUREMENT OF REPLACEMENT SERVICES, WHETHER FORESEEABLE OR NOT, ARISING OUT
OF, OR IN CONNECTION WITH SUCH PARTY'S FAILURE TO PERFORM ITS RESPECTIVE
OBLIGATIONS HEREUNDER (WHETHER ARISING OUT OF TRANSMISSION INTERRUPTIONS OR
PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), WHETHER
OCCASIONED BY ANY CONSTRUCTION, RECONSTRUCTION, RELOCATION, REPAIR OR
MAINTENANCE PERFORMED BY, OR FAILED TO BE PERFORMED BY, THE OTHER PARTY OR ANY
OTHER CAUSE WHATSOEVER, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY,
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NEGLIGENCE, OR STRICT LIABILITY, ALL CLAIMS FOR WHICH DAMAGES ARE HEREBY
SPECIFICALLY WAIVED.
NOTHING CONTAINED HEREIN SHALL OPERATE AS A LIMITATION ON
THE RIGHT OF EITHER PARTY HERETO TO BRING AN ACTION FOR DAMAGES AGAINST ANY
THIRD PARTY, INCLUDING CLAIMS FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
BASED ON ANY ACTS OR OMISSIONS OF SUCH THIRD PARTY.
SECTION 6.3.
RELATIONSHIP OF PARTIES; NO BENEFICIARIES OR ASSUMPTION.
(A)
EACH PARTY SHALL ACT AS INDEPENDENT CONTRACTORS TO THE OTHER PARTY
IN THE PERFORMANCE OF THE SERVICES HEREUNDER, AND NOTHING CONTAINED IN THIS
AGREEMENT SHALL BE DEEMED TO CREATE ANY ASSOCIATION, PARTNERSHIP, JOINT VENTURE,
OR RELATIONSHIP OF PRINCIPAL AND AGENT OR MASTER AND SERVANT BETWEEN THE PARTIES
TO THIS AGREEMENT OR ANY AFFILIATES OR SUBSIDIARIES THEREOF, OR TO PROVIDE
EITHER PARTY WITH THE RIGHT, POWER OR AUTHORITY, WHETHER EXPRESS OR IMPLIED, TO
CREATE ANY SUCH DUTY OR OBLIGATION ON BEHALF OF THE OTHER PARTY.
(B)
THIS AGREEMENT SHALL NOT CONFER ANY RIGHTS OR REMEDIES UPON ANY
PERSON OR ENTITY OTHER THAN THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED
SUCCESSORS AND ASSIGNS.
SECTION 6.4.
NUMBER TERMINATION NOTICES.
Notwithstanding any provision in the Purchase Agreement or this Agreement to the
contrary, any Number Termination Notice shall be deemed delivered on the date it
is sent by email to ICG at the following email addresses:
.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, ICG AND LEVEL 3 HAVE EXECUTED AND DELIVERED THIS AGREEMENT
AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE.
ICG TELECOM GROUP, INC.
By:
Name:
Title:
LEVEL 3 COMMUNICATIONS, LLC
By:
Name:
Title:
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