to, or
on behalf of, Idearc and members of the Idearc Group in connection with such
growth and contraction events.
Such events will not be considered to be
Transactions.
4.4.
CERTAIN IDEARC TRANSACTIONS.
(A)
SUPPORT.
PROVIDER ACKNOWLEDGES THAT IDEARC
MAY NEED SUPPORT AND ASSISTANCE FROM PROVIDER IN CONNECTION WITH BUSINESS
REORGANIZATIONS, ACQUISITIONS, DIVESTITURES, SPIN-OFFS, SIGNIFICANT EQUITY
INVESTMENTS, FORMATION OF PARTNERSHIPS OR SIMILAR ENTITIES, OR SIMILAR BUSINESS
TRANSACTIONS OR COMBINATIONS (COLLECTIVELY "TRANSACTIONS").
FURTHER, IDEARC
REQUIRES THE ABILITY TO MOVE SERVICES IN AND OUT OF SCOPE (AND POTENTIALLY
BETWEEN DIFFERENT CORPORATE ENTITIES) IN CONNECTION WITH TRANSACTIONS.
IN ORDER
TO PROVIDE IDEARC WITH THIS FLEXIBILITY, PROVIDER AGREES THAT, AS PART OF THE
CHARGES, PROVIDER SHALL PROVIDE THE SERVICES, INCLUDING AS DESCRIBED IN
SECTION 4.3 ABOVE, ASSESSMENTS, INTEGRATION OR TRANSITION PLANNING AND MIGRATION
SUPPORT TO, OR ON BEHALF OF, IDEARC AND MEMBERS OF THE IDEARC GROUP IN
CONNECTION WITH TRANSACTIONS AND TO, OR ON BEHALF OF, ANY SUCCESSOR THAT ASSUMES
RESPONSIBILITY FOR THE OPERATION OR MANAGEMENT OF ANY ASPECT OF THEIR RESPECTIVE
BUSINESSES.
IF IDEARC CHANGES ALL OR PART OF ITS BUSINESS STRUCTURE IN
CONNECTION WITH A TRANSACTION AND AS A RESULT THERE IS A NEW ENTITY THAT BECOMES
A MEMBER OF THE IDEARC GROUP ("NEW ENTITY"), THEN, AT IDEARC'S REQUEST AND IN
ACCORDANCE WITH ITS DIRECTIONS, PROVIDER ALSO SHALL PROVIDE THE SERVICES TO, OR
ON BEHALF OF, THE NEW ENTITY; PROVIDED, HOWEVER, THAT IF PROVIDER IS NOT ABLE TO
PROVIDE SUCH SUPPORT USING RESOURCES OTHERWISE ASSIGNED TO THE PROVISION OF
SERVICES HEREUNDER (AFTER WORKING WITH IDEARC TO ADJUST SERVICE PRIORITIES AND
RESOURCE ALLOCATIONS AND, IF CONSENTED IN WRITING BY IDEARC, TEMPORARILY
SUSPENDING CERTAIN SERVICE LEVELS), THEN THE COST OF ANY ADDITIONAL RESOURCES
NEEDED TO PROVIDE SUCH SUPPORT SHALL BE SUBJECT TO THE OPERATION OF
SECTION 9.10.
(B)
ASSISTANCE.
PROVIDER SHALL PROVIDE TO
IDEARC, AT NO ADDITIONAL COST, SUCH ASSISTANCE AND INFORMATION AS MAY BE
REASONABLY REQUESTED BY IDEARC IF IDEARC INDICATES THAT IT IS CONSIDERING A
TRANSACTION.
SUCH ASSISTANCE WILL INCLUDE (I) RESPONDING PROMPTLY TO REQUESTS
FOR INFORMATION RELATING TO THE SERVICES AND CHARGES FOR THE SERVICES; (II) IF
REQUESTED BY IDEARC, ASSISTING IN DISCUSSIONS WITH THIRD PARTIES RELATING TO ANY
EQUIPMENT, LICENSES OR CONTRACTS RELATING TO THE BUSINESSES OR ASSETS AFFECTED
BY THE CONTEMPLATED TRANSACTION; (III) COOPERATING IN GOOD FAITH WITH IDEARC
WITH RESPECT TO THE TRANSACTION; AND (IV) SUCH OTHER ASSISTANCE (INCLUDING THE
PROVISION OF TERMINATION ASSISTANCE SERVICES TO THE EXTENT NECESSARY UNDER
7
THE CIRCUMSTANCES) AS MAY BE REASONABLY NECESSARY AT THE TIME.
FURTHER,
PROVIDER ACKNOWLEDGES AND AGREES THAT IDEARC MAY DISCLOSE PROVIDER CONFIDENTIAL
INFORMATION TO PROSPECTIVE COUNTERPARTIES IN A TRANSACTION, SUBJECT TO MEETING
THE REQUIREMENTS SET FORTH IN SECTION 12.3(B)(I)(A) THROUGH (C).
(C)
DIVESTITURE.
UPON IDEARC'S REQUEST,
PROVIDER SHALL PROVIDE THE SERVICES (INCLUDING DIVESTITURE TRANSITION SUPPORT
SERVICES) TO A FORMER MEMBER OF THE IDEARC GROUP IN ACCORDANCE WITH THE
AGREEMENT FOR UP TO 12 MONTHS FOLLOWING THE DIVESTITURE, PROVIDED THAT IDEARC
WILL REMAIN FINANCIALLY OBLIGATED THEREFOR.
WITHOUT DIMINISHING PROVIDER'S
OBLIGATION UNDER THE PRECEDING SENTENCE, PROVIDER MAY ALSO PROVIDE