FairPoint Communications 2002 Annual Report Download - page 444

force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement. This Section 7
is intentionally in addition to but not in replacement of Section 6(f) above.
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8. MISCELLANEOUS.
(a) COUNTERPARTS. This Agreement may be executed in several counterparts
each of which is an original. This Agreement and any counterpart so executed
shall be deemed to be one and the same instrument. It shall not be necessary in
making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.
(b) CONTENTS OF AGREEMENT; PARTIES-IN-INTEREST. This Agreement sets
forth the entire understanding of the parties regarding the subject matter
hereof. Any previous agreements or understandings between the parties regarding
the subject matter hereof are merged into and superseded by this Agreement. All
representations, warranties, covenants, terms, conditions and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective heirs, legal representatives, successors and permitted assigns
of the Company and the Executive. Neither this Agreement nor any rights,
interests or obligations hereunder may be assigned by any party without the
prior written consent of the other party hereto.
(c) NEW YORK LAW TO GOVERN. EXCEPT AS PROVIDED IN SECTION 6(e), THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.
(d) SECTION HEADINGS. The section headings herein have been inserted for
convenience of reference only and shall in no way modify or restrict any of the
terms or provisions hereof.
(e) NOTICES. All notices, requests, demands and other communications
which are required or permitted hereunder shall be sufficient if given in
writing and delivered personally or by registered or certified mail, postage
prepaid, or by facsimile transmission (with a copy simultaneously sent by
registered or certified mail, postage prepaid), as follows (or to such other
address as shall be set forth in a notice given in the same manner):
If to the Company, to:
FairPoint Communications, Inc.
521 East Morehead Street, Suite 250
Charlotte, North Carolina 28202
Facsimile: [phone]
Attn: Shirley J. Linn, Esq.
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Copy to:
Paul, Hastings, Janofsky & Walker LLP
Park Avenue Tower
75 E. 55th Street
New York, New York 10022-3205
Facsimile: [phone]
Attn: Thomas E. Kruger, Esq.
If to the Executive, to:
Eugene B. Johnson
920 Berkeley Avenue
Charlotte, North Carolina 28203
(f) MODIFICATION AND WAIVER. Any of the terms or conditions of this