FairPoint Communications 2005 Annual Report Download - page 187

such notice shall impose no liability of any kind whatsoever (whether relating to such insurance or otherwise) to Buyer, SICC or any of their respective
Subsidiaries.
6.16 Payment of Certain Fees. Each Party shall bear its own fees and incurred in connection with obtaining FCC and all other Governmental
Agency approval of the transactions contemplated by this Agreement and the Related Documents, and the parties shall each pay one-half of any related
application fees and the filing fee associated with filings required under the HSR Act.
6.17 Tax Matters. Without the prior written consent of Buyer, neither SICC nor any Subsidiary shall make or change any election, change an
annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or
assessment relating to SICC or any Cellular Entity, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period
applicable to any Tax claim or assessment relating to SICC or any Cellular Entity, or take any other similar action relating to the filing of any Tax Return or
the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of
increasing the Tax liability of SICC or any Cellular Entity for any period ending after the Closing Date or decreasing any Tax attribute of SICC or any Cellular
Entity existing on the Closing Date.
6.18 Long Term Debt. With respect to long-term Indebtedness, where required by the underlying debt instruments, as soon as practicable after
the date of this Agreement, SICC and Buyer shall cooperate with each other and shall contact the appropriate creditors to request, and use their reasonable
efforts to obtain, the creditor’s consent (“Creditor Consent”) to the transfer of control of SICC and any other consents necessary to avoid the occurrence of any
event of default under any long term Indebtedness upon Closing. Each Party shall bear its own costs and expenses in obtaining such consents.
6.19 First Refusal Rights.
(a) General. Between the date of this Agreement and through the Closing and subject to the terms and conditions of this Section 6.19, the
SICC and the Shareholders shall, and shall cause each of its Affiliates to, at the Shareholder’s sole cost and expense, [****](9) Without limiting any
provision of this Section 6.19, SICC and the Shareholders shall keep Buyer reasonably apprised as to the status of its efforts and promptly furnish to Buyer
copies of all notices and correspondence related hereto. Buyer agrees to cooperate reasonably with SICC in connection therewith. SICC shall not provide any
notice to a third party under this Section 6.19 unless it relates to a Cellular Interest in [****](10) as set forth on Schedule 2.27 or Buyer agrees in writing or
consents thereto in writing, which consent shall not be unreasonably withheld.
(b) Notice to First Refusal Right Holders.
(9) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities
and Exchange Commission.
(10) Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the
Securities and Exchange Commission.
37