Common use of Shortfall Liability Clause in Contracts

Shortfall Liability. (a) Without limiting the generality of the provisions of Section 6.2, the Parties shall cooperate with each other to obtain the Consent of AT&T to the transfer of the AT&T Contract to Buyer (if such Contract will not by its terms expire prior to the Closing Date) and/or to obtain an extension, modification, or replacement of the AT&T Contract effective following the Closing Date on terms reasonably satisfactory to Buyer. The Parties also agree to cooperate with each other in all discussions and negotiations with AT&T concerning the Shortfall Liability. Both before and after the Closing, each Party shall receive reasonable notice of and have the right to participate in all such discussions and negotiations and shall provide the other with all correspondence given to or received from AT&T in connection with the foregoing, provided that Seller shall not have access to pricing or other terms of any extension, modification, or replacement of the AT&T Contract except to the extent that such pricing or other terms bears on the outcome of the Shortfall Liability negotiations. The Shortfall Liability shall be treated as provided in Schedule 1.7 hereto. Neither Buyer nor Seller may agree with AT&T to any settlement of the Shortfall Liability other than in accordance with this Section 1.7 and Schedule 1.7. (b) The Parties agree that the provisions of this Section 1.7 and Schedule 1.7, as well as all actions taken by the Parties in the performance hereof, shall be strictly confidential and shall not be disclosed to any Person. In the event either Party becomes legally compelled (by disposition, interrogatory, request of documents, subpoena, civil investigative demand or similar process) to disclose any information required to be kept confidential pursuant to this Section 1.7, such Party shall provide the other Party with prompt prior written notice of such requirement and the Parties, at their joint expense, shall seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 1.7. In the event that such protective order or other remedy is not obtained, or the Parties waive compliance with the provisions hereof, the disclosing Party agrees to use its reasonable efforts to furnish only such portion of the confidential information which is legally required to be furnished.