EFFECT.
SECTION 5.21
THIRD PARTY CONFIDENTIALITY AGREEMENTS. AFTER THE CLOSING
AND FOR SO LONG AS REASONABLY NECESSARY, SELLER SHALL USE REASONABLE EFFORTS TO,
AND SHALL CAUSE ITS APPLICABLE AFFILIATES TO USE REASONABLE EFFORTS TO, ENFORCE
EACH CONFIDENTIALITY AGREEMENT ENTERED INTO BY SELLER OR ANY SUCH AFFILIATE WITH
ANY THIRD PARTY IN CONNECTION WITH THE SALE PROCESS OR OTHERWISE IN CONNECTION
WITH THE REORGANIZATION CASE (EACH, A "THIRD PARTY CONFIDENTIALITY AGREEMENT"),
ON BEHALF OF BUYER AND ITS AFFILIATES TO THE EXTENT SUCH CONFIDENTIALITY
AGREEMENT RELATES TO THE ACQUIRED BUSINESS.
SECTION 5.22
ENFORCEMENT. BUYER WILL TAKE ALL NECESSARY ACTION TO
ENFORCE AND PERFORM ON A TIMELY BASIS ITS RIGHTS AND OBLIGATIONS, RESPECTIVELY,
SET FORTH IN THE PARENT
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Agreement. Buyer will take all necessary action to cause Parent to enforce and
perform on a timely basis Parent's rights and obligations, respectively, set
forth in the TWX Agreement. Seller shall, and shall cause each of its Affiliates
to, timely enforce all of its rights and perform all of its obligations, under
the Friendco Purchase Agreement.
SECTION 5.23
SUBSCRIBER REPORTS. WITHIN 30 DAYS FOLLOWING THE END OF
EACH CALENDAR MONTH COMMENCING AUGUST 2005 THROUGH THE CLOSING, SELLER SHALL
PROVIDE BUYER WITH A WRITTEN REPORT SETTING FORTH THE FOLLOWING INFORMATION WITH
RESPECT TO EACH SPECIFIED BUSINESS AS OF THE END OF SUCH CALENDAR MONTH:
(A) THE NUMBER OF BASIC SUBSCRIBERS SERVED BY SUCH SPECIFIED BUSINESS, (B) THE
NUMBER OF BASIC SUBSCRIBERS IN SUCH SPECIFIED BUSINESS WHOSE RATE OF SERVICE IS
SUBJECT TO ANY DISCOUNT OR PROMOTION (OR REBATES OR SIMILAR PROGRAMS) AS OF THE
SUBSCRIBER CUT-OFF DATE FOR SUCH CALENDAR MONTH AND (C) THE DISCOUNTS OR
PROMOTIONS (OR REBATES OR SIMILAR PROGRAMS) OFFERED BY SUCH SPECIFIED BUSINESS
DURING SUCH CALENDAR MONTH, AND THE GEOGRAPHIC AREAS IN WHICH EACH SUCH DISCOUNT
OR PROMOTION (OR REBATE OR SIMILAR PROGRAM) IS OFFERED. SELLER SHALL, IN
CONSULTATION WITH BUYER COMMENCING AS PROMPTLY AS PRACTICABLE FOLLOWING THE DATE
HEREOF, DEVELOP AND, NO LATER THAN 90 DAYS PRIOR TO THE CLOSING, IMPLEMENT, AN
ACCOUNTING SYSTEM REASONABLY ACCEPTABLE TO BUYER, (I) WHICH WOULD REASONABLY BE
EXPECTED TO ACCURATELY TRACK THE NUMBER OF ELIGIBLE BASIC SUBSCRIBERS (IN
ACCORDANCE WITH THE DEFINITION THEREOF) AND (II) THE RESULTS OF WHICH ARE
TRACEABLE TO SELLER'S BILLING SYSTEM AND CAPABLE OF BEING VERIFIED, USING
COMMERCIALLY REASONABLE EFFORTS, AS PART OF THE COMPUTATION OF AND RESOLUTION OF
DISPUTES REGARDING THE SUBSCRIBER ADJUSTMENT AMOUNT PURSUANT TO SECTION 2.6
(SUCH ACCOUNTING SYSTEM, THE "SUBSCRIBER ACCOUNTING SYSTEM").
SECTION 5.24
TRANSITIONAL SERVICES. SELLER SHALL PROVIDE TO BUYER, WITH
RESPECT TO EACH SPECIFIED BUSINESS, UPON WRITTEN REQUEST FROM BUYER RECEIVED BY
SELLER NO LATER THAN 30 DAYS PRIOR TO THE CLOSING DATE, SUCH SERVICES AS MAY BE
REASONABLY REQUESTED BY BUYER IN CONNECTION WITH THE OPERATION OF SUCH SPECIFIED
BUSINESS FOR A COMMERCIALLY REASONABLE TRANSITION PERIOD FOLLOWING THE CLOSING
TO ALLOW FOR CONVERSION OF EXISTING OR REPLACEMENT SERVICES, IN EACH CASE TO THE
EXTENT AND ONLY TO THE EXTENT SELLER OR ITS AFFILIATES RETAINS THE ASSETS AND
EMPLOYEES NECESSARY TO ALLOW THE