FairPoint Communications 2005 Annual Report Download - page 190

and that are generally available to any other agent of Buyer reselling such service. Notwithstanding anything in this Section 6.24 to the contrary, none of the
following activities shall be restricted by or constitute a breach of this Section 6.24: the ownership by the Shareholders or any of their Affiliates, as a passive
investment, of less than 5% of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly trading on
Nasdaq, or the resale of Cellular Services by HTC Technologies Co. in the portion of Randolph County, Illinois identified on Schedule 6.24.
(b) The Shareholders acknowledge that a violation or breach of this Section 6.24 will cause harm to Buyer, SICC and the Subsidiaries that
would not be quantifiable and for which no adequate remedy would exist at law. Accordingly, in addition to any relief at law which may be available to Buyer
for such violation or breach and regardless of any other provision contained in this Agreement, Buyer will be entitled to injunctive and other equitable relief
restraining such violation (without any requirement that Buyer provide any bond or other security) and shall be entitled to recovery of attorneys’ fees in
connection therewith.
(c) For a period of five years from and after the Closing Date, neither any Shareholder nor any of its Affiliates shall use or take any action
whatsoever which would result in disclosure to any third party of any confidential information about the SICC, its Subsidiaries, the Cellular Entities, the
Cellular Interests or the business of SICC and its Subsidiaries, provided that none of such parties shall be required to maintain as confidential any
information which (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder or any of its Affiliates, agents or
representatives; (ii) is obtained from a third party, provided that such third party is not bound by a confidentiality agreement with or other contractual, legal or
fiduciary obligation of confidentiality to any other Person with respect to such information; or, (iii) is required to be disclosed by a Shareholder or any of its
Affiliates under any requirement of law, provided that Buyer shall be given prompt written notice of the request for such information and such Shareholder
shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded the information.
6.25 Employees.
(i) For purposes of vesting, eligibility to participate and level of benefits (but not benefit accrual under pension or similar plans) under the
employee benefit plans (including, without limitation, severance plans) of Buyer and its Subsidiaries providing benefits to any employees of SICC or its
Subsidiaries (collectively, an “SICC Employee”) after the Effective Time (the “New Plans”), each SICC Employee shall be credited with his or her years of
service with SICC and its Subsidiaries before the Effective Time, to the same extent as such SICC Employee was entitled, before the Effective Time, to credit
for such service under any similar SICC employee benefit plan in which such SICC Employee participated or was eligible to participate immediately prior to
the Effective Time, provided, that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or for newly
established plans and programs for which prior service of Buyer’s employees is not taken into account.
(ii) From and after Closing, each SICC Employee will remain covered under the terms of the SICC employee benefit plans in which such
SICC Employee participated
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