A BREACH BY ANY OF ITS AFFILIATES OR REPRESENTATIVES;
PROVIDED, HOWEVER, THAT ANY MEMBER OF THE VERIZON GROUP OR THE SPINCO GROUP MAY
DISCLOSE SUCH INFORMATION TO THE EXTENT THAT (A) DISCLOSURE IS COMPELLED BY
JUDICIAL OR ADMINISTRATIVE PROCESS OR, BASED ON ADVICE OF SUCH PERSON'S COUNSEL,
BY OTHER REQUIREMENTS OF LAW OR REGULATION INCLUDING WITHOUT LIMITATION FILING
REQUIREMENTS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR (B) SUCH PARTY
CAN SHOW THAT SUCH INFORMATION WAS (I) IN THE PUBLIC DOMAIN THROUGH NO FAULT OF
SUCH PERSON OR (II) LAWFULLY ACQUIRED BY SUCH PERSON FROM ANOTHER SOURCE AFTER
THE TIME THAT IT WAS FURNISHED TO SUCH PERSON BY THE OTHER PARTY'S GROUP, AND
NOT ACQUIRED FROM SUCH SOURCE SUBJECT TO ANY CONFIDENTIALITY OBLIGATION ON THE
PART OF SUCH SOURCE KNOWN TO THE ACQUIROR.
NOTWITHSTANDING THE FOREGOING, EACH
OF VERIZON AND SPINCO SHALL BE DEEMED TO HAVE SATISFIED ITS OBLIGATIONS UNDER
THIS SECTION 8.5 WITH RESPECT TO ANY INFORMATION (OTHER THAN PRIVILEGED
INFORMATION) IF IT EXERCISES THE SAME CARE WITH REGARD TO SUCH INFORMATION AS IT
TAKES TO PRESERVE CONFIDENTIALITY FOR ITS OWN SIMILAR INFORMATION.
36
SECTION 8.6
COOPERATION WITH RESPECT TO
GOVERNMENT REPORTS AND FILINGS.
VERIZON, ON BEHALF OF ITSELF AND EACH MEMBER OF
THE VERIZON GROUP, AGREES TO PROVIDE ANY MEMBER OF THE SPINCO GROUP, AND SPINCO,
ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP, AGREES TO PROVIDE ANY
MEMBER OF THE VERIZON GROUP, WITH SUCH COOPERATION AND INFORMATION (WITH REGARD
TO VERIZON AND THE VERIZON GROUP, WITH RESPECT TO THE SPINCO BUSINESS ONLY) AS
MAY BE REASONABLY REQUESTED BY THE OTHER IN CONNECTION WITH THE PREPARATION OR
FILING OF ANY GOVERNMENT REPORT OR OTHER GOVERNMENT FILING CONTEMPLATED BY THIS
AGREEMENT OR IN CONDUCTING ANY OTHER GOVERNMENT PROCEEDING RELATING TO THE
PRE-DISTRIBUTION BUSINESS OF THE VERIZON GROUP OR THE SPINCO GROUP, ASSETS OR
LIABILITIES OF EITHER GROUP OR RELATING TO OR IN CONNECTION WITH THE
RELATIONSHIP BETWEEN THE GROUPS ON OR PRIOR TO THE DISTRIBUTION DATE.
SUCH
COOPERATION AND INFORMATION SHALL INCLUDE PROMPTLY FORWARDING COPIES OF
APPROPRIATE NOTICES, FORMS AND OTHER COMMUNICATIONS RECEIVED FROM OR SENT TO ANY
GOVERNMENT AUTHORITY WHICH RELATE TO THE VERIZON GROUP, IN THE CASE OF THE
SPINCO GROUP, OR THE SPINCO GROUP, IN THE CASE OF THE VERIZON GROUP.
ALL
COOPERATION PROVIDED UNDER THIS SECTION SHALL BE PROVIDED AT THE EXPENSE OF THE
PARTY REQUESTING SUCH COOPERATION.
EACH PARTY SHALL MAKE ITS EMPLOYEES AND
FACILITIES AVAILABLE DURING NORMAL BUSINESS HOURS AND ON REASONABLE PRIOR NOTICE
TO PROVIDE EXPLANATION OF ANY DOCUMENTS OR INFORMATION PROVIDED HEREUNDER.
ARTICLE IX
NO REPRESENTATIONS OR WARRANTIES
SECTION 9.1
NO REPRESENTATIONS OR
WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN ANY TRANSACTION AGREEMENT, SPINCO
AND VERIZON UNDERSTAND AND AGREE THAT NO MEMBER OF THE VERIZON GROUP IS
REPRESENTING OR WARRANTING TO SPINCO OR ANY MEMBER OF THE SPINCO GROUP IN ANY
WAY AS TO THE SPINCO ASSETS, THE SPINCO BUSINESS OR THE SPINCO LIABILITIES.
EXCEPT AS EXPRESSLY SET FORTH IN THE MERGER AGREEMENT, VERIZON AND SPINCO
UNDERSTAND