FairPoint Communications 2005 Annual Report Download - page 170

Arrangement contains any provision that would give rise to any accelerated vesting, obligation to fund, increase in benefits, severance, termination or other
payments as a result of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional or subsequent events) or as a
result of a termination of employment.
2.21 Brokers or Finders. Apart from Daniels & Associates, L.P., neither SICC nor any Shareholder has engaged the services of any brokers or
finders in connection with the execution and delivery of this Agreement.
2.22 Records. Buyer has been provided with access to a copy of SICC’s and the Subsidiaries’ minute books and, except as set forth in
Schedule 2.22 (a) such minute books contain true, accurate and complete records of all meetings of, or written consents in lieu of meetings executed by, their
respective board of directors or other governing bodies (and all committees thereof) and their respective equity holders; (b) all actions and transactions taken or
entered into by SICC or the Subsidiaries or otherwise requiring action by its boards of directors or other governing bodies and/or shareholders and equity
holders have been duly authorized or ratified as necessary and are evidenced in such minute books; and, (c) the stock certificate books and stock records of
SICC and the Subsidiaries are true and complete.
2.23 Books of Account. SICC’s and the Subsidiaries books and records are complete and correct and have been properly maintained in
accordance with normal business practices, and accurately and fairly reflect all of its properties, assets, liabilities, transactions and appropriate accruals.
2.24 Intercompany Contracts; Related Party Matters . (a) Except as set forth on Schedule 2.24, there are no contracts, understandings,
arrangements or commitments between or among SICC and any Subsidiary, Affiliate or the Shareholders. Except as provided in Schedule 2.24(a), none of the
Shareholders, officers or directors of SICC, any Subsidiary, any Shareholder or Affiliate of any of them, is a party to any agreement, understanding or
proposed transaction with SICC, any of its Subsidiaries, or, to the Knowledge of SICC and each Shareholder, any Cellular Entity. Except as set forth on
Schedule 2.24(a), neither SICC, any of its Subsidiaries nor, to the Knowledge of SICC and each Shareholder, any Cellular Entity has guaranteed or assumed
any obligations of, or has any Indebtedness to, their respective officers or directors, or of the Shareholders, or of the Affiliates of any of them and none of the
Shareholders or any director, officer, agent or employee of any Shareholder or their Affiliates owes any Indebtedness to the Company or its Subsidiaries.
Except as set forth on Schedule 2.24(a), neither any Shareholder, SICC or any of its Subsidiaries nor any director, officer, agent or employee of any
Shareholder, the Company or any of its Subsidiaries (i) has any direct or indirect financial interest in any supplier or customer of SICC or its Subsidiaries or
(ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property or other assets which SICC or any of its
Subsidiaries currently uses in the conduct of their business.
(b) To the Knowledge of SICC and each Shareholder, in connection with the operation of the business of SICC and its Subsidiaries, neither
SICC nor any Subsidiary, nor any of their respective Affiliates (including the Shareholders), nor any of their respective officers, agents or employees has
(i) made any unlawful contributions, gifts, entertainment or other
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