Earthlink 2008 Annual Report Download - page 226

8.
TERM AND TERMINATION
8.1
Term.
Other than Sections 3(a)(ii) and (iii), which shall be effective as of the Execution Date, the terms and conditions of this Agreement
shall be effective as of November 1, 2006 (the “Effective Date” ), and unless earlier terminated as set forth in this Agreement, shall expire five
(5) years from the Effective Date.
8.2 Terminated Agreements.
The Parties hereby agree that, upon the Effective Date: (i) the Multiple Tier Notice Letter, dated as of August 10, 2004, from TWC
to EarthLink, and the Alternative Service Levels Terms and Conditions referred to therein, shall cease to have any force or effect; (ii) the
Bundling Letter Agreement between EarthLink and TWC, dated on or about May 4, 2005, shall terminate; (it being understood that Existing
Bundling Agreements shall survive or remain in full force and effect) (iii) the side letter between Time Warner Entertainment Company, L.P.
( “TWE” ) and EarthLink, dated as of July 2, 2001, shall terminate; and (iv) the Agreement for Internet Transit Services between EarthLink and
TWE, dated as of July 2, 2001, as amended, shall terminate.
8.3
Termination for Cause.
Either Party shall have the right to terminate this Agreement without liability to such Party (the “Terminating Party” ) and upon
written notice to the other Party (the “Breaching Party” ), in the event of (a) a material breach of this Agreement by the Breaching Party, if
such breach is not cured within thirty (30) calendar days after written notice by the Terminating Party to the Breaching Party of such breach,
provided, however
that if the Breaching Party has used commercially reasonable efforts during such initial cure period to cure such breach, and if
such breach is not curable with such thirty (30) day period, the cure period shall be extended for an additional thirty (30) days subject to the
Breaching Party’s continued use of commercially reasonable efforts to cure such breach during such extension, or (b) repeated material breaches
of a material term of this Agreement of a similar nature by a Party, even if cured, which would justify a reasonable person, acting in good faith
and considering relevant industry standards, to terminate this Agreement.
8.4
Termination for Bankruptcy/Insolvency.
Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (a) ceases to do
business in the normal course, (b) becomes or is declared insolvent or bankrupt by a court of competent jurisdiction, (c) is the subject of any
proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days, or
(d) makes a general assignment for the benefit of creditors.
22