FairPoint Communications 2005 Annual Report Download - page 204

12.7 Expenses. Unless otherwise provided for in this Agreement, each of Buyer, and the Shareholders shall pay all costs and expenses that it
incurs with respect to the negotiation, execution, delivery and performance of this Agreement. For the purpose of clarification, SICC and its Subsidiaries shall
not bear, incur or otherwise be charged with any expenses of the Shareholders in connection with this Agreement.
12.8 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns only. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned or delegated
by any of the parties hereto, either in whole or in part, without the prior written consent of the other parties hereto. Notwithstanding the foregoing, Buyer
may assign this Agreement to a subsidiary of Buyer prior to or at the Closing and may also deliver the Purchase Price through such subsidiary; provided,
however, that (a) no assignment shall be permitted if such assignment would have a materially adverse impact on either the likelihood or timing of receipt of
the FCC’s consent to the assignment of the FCC Authorizations; and (b) assignment shall not relieve Buyer of any of its obligations hereunder. For purposes of
this Section 12.8, any delay in excess of seven (7) days shall be deemed a material adverse impact on the timing of receipt of the FCC’s requisite consent.
12.9 Accounting; Other Terms. All accounting terms used herein which are not expressly defined in this Agreement shall have the meanings
given to them in accordance with GAAP. The term “including” shall mean including without limitation.
12.10 Parties. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other
than the parties hereto and their respective successors and permitted assigns. Without limiting the foregoing, no third Person shall be a beneficiary of any
provision of this Agreement.
12.11 Arbitration and Dispute Resolution. Any controversy, claim, or dispute relating to the performance of this Agreement (a “ Dispute”) shall be
resolved in accordance with the procedure specified in this Section 12.11. Either party may serve written notice of any Dispute to the other party. The parties
shall meet to attempt to resolve the Dispute within ten (10) days of such notice. Such meeting shall be attended by individuals with decision-making authority
who will negotiate in good faith to attempt to reach a resolution of the Dispute prior to pursuing other available remedies. If, within fifteen (15) days after such
meeting, the parties have not succeeded in negotiating a resolution of the Dispute, such Dispute shall be resolved through final and binding arbitration
conducted by three (3) arbitrators familiar with the telecommunications industry and with no conflicts with any party or material relationship with any party.
The arbitration shall be held in Chicago, Illinois in accordance with the then-current Rules of Conciliation and Arbitration of the American Arbitration
Association, or such other rules as the parties may agree in writing. Such arbitrators shall be selected by mutual agreement of the parties within ten (10) days
of the request for arbitration, or failing such agreement, each party shall select one (1) arbitrator and the two (2) selected arbitrators shall mutually agree upon
the selection of a third arbitrator within fifteen (15) days of the request for arbitration. Prior to the commencement of proceedings, each arbitrator will take an
oath of impartiality. The parties shall be afforded ninety (90) days to conduct discovery prior to the arbitration. The arbitrators shall have the authority to
resolve discovery disputes and to grant provisional or ancillary
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