FairPoint Communications 2005 Annual Report Download - page 167

other arrangement or contract, which could be treated as a partnership for federal income Tax purposes.
(j) Neither Buyer, SICC nor any of their respective Subsidiaries will be obligated to pay any documentary or stamp Taxes or similar
recording and filing fees pursuant to Illinois law in connection with the transfer of the Shares to Buyer at Closing.
2.16 Insurance. SICC and each of the Subsidiaries has in force all policies of insurance described in Schedule 2.16 in the amounts and
covering the risks described therein. Neither SICC nor any of the Subsidiaries has ever been refused any insurance coverage for which it has applied.
2.17 Contracts and Commitments. Except as set forth in Schedule 2.17 or in the SICC Financial Statements, neither SICC nor any of the
Subsidiaries: (a) is a party to any contract, obligation, understanding or commitment (whether written or oral) that involves a potential or actual commitment
or aggregate payments to or from SICC or any Subsidiary in excess of $50,000 in a calendar year, or which is otherwise material and not entered into in the
ordinary course of business; (b) has any employment contracts, stock redemption or purchase agreements, financing agreements, collective bargaining
agreements, consulting or management services agreements, independent contractor agreements, or agreements with any current or former officers, directors,
employees or shareholder of SICC or any Subsidiary, or to any Persons or organizations related to or Affiliated with any such Persons; (c) has any contract or
arrangement concerning directory publishing matters or billing and collection matters; (d) has any contract or arrangement that limits the ability of any of
SICC or any Subsidiary to compete in any line of business or to compete with any other Person; (e) has any contract relating to any Indebtedness or any
guarantee or indemnification of or the granting of security for Indebtedness or any other obligation or liability; (f) has any contract relating to E911 services,
interconnection or co-location arrangements, or other arrangements with any local exchange carrier, competitive access provider or other telecommunications
carrier; (g) has any contract relating to licenses to or from SICC or any Subsidiary with respect to software or hardware used in the businesses of any of SICC
or any Subsidiary; (h) has any contract relating to any indemnity obligations of any of SICC or any Subsidiary, (i) has entered into any joint venture or
partnership agreement, (j) has granted powers of attorney to a third person, or (k) has any agreement or commitment relating to the acquisition or divestiture of
the capital stock or other equity securities of any Person. To the Knowledge of SICC and each Shareholder, neither SICC nor any Subsidiary is in default
under any material agreement, instrument, contract, obligation, understanding or commitment and there is no state of facts which upon notice or lapse of time
or both would constitute such a default.
2.18 Litigation. Except as set forth on Schedule 2.18, neither SICC, the Shareholders nor Subsidiaries or Affiliates of SICC have received
notice of (written or oral) or otherwise has Knowledge of any investigation, complaint, charge, claim, grievance, action, suit or proceeding at law or in equity
or by or before any governmental or administrative authority or instrumentality, public board, self-regulatory board, or other agency (including, without
limitation, the FCC and the ICC), court, arbitrator, or similar tribunal, or any other body (for purposes of this Section, collectively, “adjudicative body”) now
pending or Threatened against SICC or any Subsidiary. Neither SICC, the Shareholders nor the Subsidiaries or Affiliates of SICC have received notice of
(written or oral) or otherwise has Knowledge of any investigation,
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