FairPoint Communications 2005 Annual Report Download - page 189

Closing Date, Buyer determines that any of the Tower Documents for any Tower Site are missing, inaccurate or incomplete, at Buyer’s sole discretion, SICC
(at its cost and expense) shall obtain and deliver, or cause to be obtained and delivered, to Buyer full, correct and complete copies of such missing, inaccurate
or incomplete Tower Documents. Notwithstanding the foregoing provisions of this Section 6.20, SICC shall not be required to obtain, create or furnish any of
the items specified in the definition of Tower Documents if any of such items are not available, unless SICC or any of its Affiliates is required by any
judgment, decree, order, law, statute, ordinance, rule, regulation or other legal requirement in effect prior to the Closing Date to possess such Tower
Documents.
6.21 Software Licenses. With respect to the third party software licenses of SICC set forth on Schedule 6.21 that contain change of control
provisions that would be triggered on the Closing, SICC and the Shareholders shall use commercially reasonable efforts to assist Buyer and SICC in efforts to
enter into license agreements substantially similar to such existing software license agreements in order for Buyer to operate the business on and after the
Closing Date in the manner it was operated prior to the Closing Date.
6.22 Customer Lists. All documents and computer files containing the names and addresses of customers of the business of SICC and its
Subsidiaries shall remain the property of SICC and its Subsidiaries at Closing and all copies thereof in the possession of the Shareholders or their Affiliates
shall be turned over to Buyer and shall not be used or retained in whole or in part by the Shareholders or their Affiliates after the Closing. For two (2) years
following the Closing Date, neither the Shareholders nor any of their Affiliates shall use any customer lists to solicit customers or for any other purpose.
6.23 Post-Closing Assurances. Each of the parties hereto will cooperate with the other and execute and deliver to the other party such other
instruments and documents and take such other actions as may be reasonably requested from time to time by such other party as necessary to carry out,
evidence and confirm the intended purposes of this Agreement. Each of the parties will cause its respective directors, officers, employees and advisors to
comply with this Section to the extent necessary or desirable to fulfill the purposes thereof.
6.24 Non-Compete; Confidential Information.
(a) The Shareholders acknowledge that (i) they have been engaged in the business of SICC and its Subsidiaries; (ii) they have assisted the
development of such business; (iii) they have had access to trade secrets and Intellectual Property of and confidential information concerning the business;
(iv) the agreements and covenants contained in this Section 6.24 are essential to protect the business, which is being purchased by Buyer; and, (v) Buyer has
advised the Shareholders that Buyer would not purchase the business but for such agreements and covenants. Accordingly, and except as provided below in
this Subsection (a), the Shareholders covenant and agree that, for or a period of two (2) years following the Closing Date, the Shareholders shall not, and shall
not permit any of their Affiliates to, directly or indirectly market, sell, or provision Cellular Service in the counties and communities of the state of Illinois set
forth on Schedule 6.24. Buyer shall, during this two (2) year period, continuously offer the Shareholders and any of their Affiliates the right to act as agents to
resell cellular service offered by SICC and its Affiliates, or any successors thereto, on terms that are customary and reasonable
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