FairPoint Communications 2008 Annual Report Download - page 144

6. FairPoint, for and in consideration of good and valuable consideration, including the terms and conditions set forth in this
Transition Agreement, the sufficiency and receipt of which are hereby acknowledged, and on behalf of its shareholders, parent corporations,
subsidiaries, divisions, Affiliates, officers, directors, principals, employees, attorneys, agents, designees, representatives, successors, predecessors
and assigns, hereby agrees to irrevocably release and forever discharge Verizon and its shareholders, and their respective parent corporations,
subsidiaries, divisions, Affiliates, officers, directors, principals, employees, attorneys, agents, designees, representatives, successors, predecessors
and assigns, from any and all claims, demands, bills, controversies, obligations , costs (including reasonable costs and attorneys fees), and causes
of action of any nature whatsoever in any way arising from or under, or relating to the Transition Services Agreement, the Distribution
Agreement, and each of the Intellectual Property Agreements, whether past, present or future, known or unknown, asserted or not asserted in
law or equity; provided that the foregoing release shall not limit FairPoint’s ability to assert claims (i) pursuant to Article VIII, Section 7.7 (it
being understood and agreed that Section 7.7 does not impose any independent obligation to transfer assets) and Section 7.6 of the Distribution
Agreement on the terms set forth therein, but only, as to Section 7.6, with respect to any claimed failure to deliver any tangible assets (including
Telephone Plant), Owned Real Property or Real Property Interests that should have been included among the Spinco Assets or (ii) pursuant to
Article VIII of the Distribution Agreement with respect to the matters set forth therein or (iii) pursuant to Article XVIII and Section 16.2 of the
Transition Services Agreement or (iv) Verizon’s obligations under the Transition Services Agreement to complete Cutover or (v) to continue to
process Healthcare Benefits claims incurred during the Healthcare Transition Services Period, as provided in the Healthcare Implementation
Section at the end of Schedule C of the Transition Services Agreement, which Healthcare Implementation Section was added by Section 4 of
Amendment No. 1 to the Transition Services Agreement, dated as of March 31, 2008, and which processing commitment is described at the end of
the paragraph at the top of page 9 of such Amendment No. 1; provided that in no event shall such obligation to process Healthcare Benefits
claims extend beyond April 30, 2009 (or a later date if provided for under the healthcare plans of Supplier).
7. The parties further declare that the terms of this Agreement have been completely read and are fully understood, and the Transition
Agreement is executed and entered into voluntarily by the parties for the purpose of making a full and final compromise, adjustment, and settlement referenced
herein.
8. Each party represents and warrants that it has the authority to execute, deliver and perform this Transition Agreement and that the
performance of this agreement shall not conflict with any Law or Contract.
9. Each party agrees that, except to the extent required to comply with the requirements of applicable law or the rules and regulations of any
national securities exchange upon which the securities of one of the parties (or its parent) is listed, no press
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release, similar public announcement, or public disclosure with respect to this Transition Agreement will be published or made unless, to the extent
practicable, each of the other parties has been previously consulted with respect thereto and specifically approved such disclosure in advance and in writing.
Such approval will not be unreasonably withheld.
10. This Transition Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11. This Transition Agreement and the Amended POP Agreement supersede any and all prior oral or written agreements respecting the specific
matters between the parties referenced herein or therein and set forth the entire agreement among the parties with respect to the specific subject matter hereof and
thereof.
12. This Transition Agreement shall be governed by and construed in accordance with the laws of the State of New York (except that no effect
shall be given to any conflicts of law principles of the State of New York that would require the application of the laws of any other jurisdiction). The parties
irrevocably submit to the exclusive jurisdiction of any New York State Court or any Federal Court located in the borough of Manhattan in the City of New
York for purposes of any suit, action or other proceeding to enforce the provisions of this agreement. THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS
AGREEMENT.
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IN WITNESS WHEREOF, the parties, acting through their duly authorized representatives, have caused this Agreement to be duly executed and
delivered as of the date first above written.
VERIZON COMMUNICATIONS INC.
By:
Name: Stephen E. Smith
Title: Authorized Representative