A BENEFIT PLAN.
(B)
COOPERATION IN BENEFITS, PLAN, AND OTHER EMPLOYEE TRANSITION.
WITHOUT LIMITATION, THE PARTIES' COOPERATION UNDER THIS AGREEMENT SHALL INCLUDE
VERIZON (AND ITS EMPLOYEES AND AGENTS) ACTING TO PROVIDE FAIRPOINT (AND ITS
EMPLOYEES AND AGENTS) WITH ALL INFORMATION (INCLUDING, WITHOUT LIMITATION, PLAN
DOCUMENTATION, NAMES OF EMPLOYEES ANTICIPATED TO BE ASSIGNED TO SPINCO AND THEIR
RESPECTIVE WORK STATUS, DEMOGRAPHICS AND DATA, AND UNDERWRITING AND
RISK-ASSESSMENT INFORMATION AND PERIODIC UPDATES ON THE FOREGOING) THAT IS
REASONABLY REQUESTED BY FAIRPOINT IN CONNECTION WITH ESTABLISHING SPINCO'S
ONGOING BENEFIT PLANS AND ASSESSING APPROPRIATE INSURANCES FOR THE PERIOD ON AND
AFTER THE DISTRIBUTION DATE AND THAT IS REASONABLY AVAILABLE TO VERIZON AFTER
TAKING COMMERCIALLY REASONABLE EFFORTS TO OBTAIN SUCH INFORMATION. SUCH
INFORMATION MAY BE REQUESTED BY FAIRPOINT AT ANY TIME FOLLOWING THE DATE WHICH
IS SIX MONTHS PRIOR TO THE ANTICIPATED DISTRIBUTION DATE, AND SHALL BE PROVIDED
BY VERIZON OR A VERIZON AGENT AS SOON AS REASONABLY PRACTICABLE WITHOUT
INCURRING UNDUE EXPENSE AND IN A DE-IDENTIFIED
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FORMAT TO THE EXTENT NECESSARY TO COMPLY WITH PRIVACY PROVISIONS OF FEDERAL OR
APPLICABLE STATE LAW.
SECTION 12.2.
CONSENT OF THIRD PARTIES
If any provision of this Agreement is dependent on the consent of any third
party (such as a vendor) and such consent is withheld, the Parties shall use
their reasonable best efforts to implement the applicable provisions of this
Agreement to the full extent practicable.
If any provision of this Agreement
cannot be implemented due to the failure of such third party to consent, the
Parties shall negotiate in good faith to implement the provision in a mutually
satisfactory manner.
The phrase "reasonable best efforts" as used in this
Agreement shall not be construed to require the incurrence of any non-routine or
commercially unreasonable expense or liability or the waiver of any right.
SECTION 12.3.
SURVIVAL
This Agreement shall survive the Effective Time.
SECTION 12.4.
INTERPRETATION
Words in the singular shall be held to include the plural and vice versa and
words of one gender shall be held to include the other genders as the context
requires.
The terms "hereof," "herein," and "herewith" and words of similar
import shall, unless otherwise stated, be construed to refer to this Agreement
as a whole (including all Exhibits hereto) and not to any particular provision
of this Agreement.
The word "including" and words of similar import when used
in this Agreement shall mean "including, without limitation," unless the context
otherwise requires or unless otherwise specified.
The word "or" shall not be
exclusive.
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SECTION 12.5.
NO THIRD PARTY BENEFICIARY
(A)
NOTHING IN THIS AGREEMENT SHALL CONFER UPON ANY PERSON (NOR ANY
BENEFICIARY THEREOF) ANY RIGHTS UNDER OR WITH RESPECT TO ANY PLAN, PROGRAM OR
ARRANGEMENT DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT AND EACH PERSON (AND
ANY BENEFICIARY THEREOF) SHALL BE ENTITLED TO LOOK ONLY TO THE EXPRESS TERMS OF
ANY SUCH PLAN, PROGRAM OR ARRANGEMENT FOR HIS, HER OR ITS RIGHTS THEREUNDER.
(B)
NOTHING IN THIS AGREEMENT SHALL CREATE ANY RIGHT OF A PERSON TO