Common use of Customer Agreements Clause in Contracts

Customer Agreements. (a) With respect to Master Agreements, Seller, Buyer and their respective Subsidiaries will use commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use commercially reasonable efforts to obtain within six (6) months following the Closing Date (other than for Federal Government Contracts for which there will be no six (6) month limit on the parties’ obligations to use commercially reasonable efforts to obtain a Federal Government novation), from the counterparty to each Master Agreement, any consent that is required to separate the portion of such Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred Business, it being understood that neither Seller nor Buyer or any of their respective Subsidiaries shall be required to grant any consideration to any counterparty to such Master Agreement. Buyer and Seller shall cooperate and work in good faith to separate the applicable portion of any Master Agreement hereunder. The Contract constituting the separated portion of any Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred Business as described in the preceding sentence shall constitute a “Customer Contract” and “Assigned Contract” under this Agreement, it being understood that in no event shall those portions of any Master Agreement providing for the delivery of goods and services that do not constitute ILEC Services or other goods or services provided by the Transferred Business be considered a Customer Contract or any Assigned Contract.

Customer Agreements. (a) With respect to Master Agreements, Seller, Buyer and their respective Subsidiaries will use commercially reasonable efforts to obtain prior to the Closing or, if not obtained, will use commercially reasonable efforts to obtain within six (6) months following the Closing Date (other than for Federal Government Contracts for which there will be no six (6) month limit on the parties’ obligations to use commercially reasonable efforts to obtain a Federal Government novation)Date, from the counterparty to each Master Agreement, Agreement any consent that is required to separate the portion of such Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred BusinessBusiness (which, for the avoidance of doubt does not include any goods or services specifically excluded from the definition of ILEC Services), it being understood that neither Seller nor and Buyer or any of their respective Subsidiaries shall not be required to grant any consideration to any counterparty to such Master Agreement. Buyer and Seller shall cooperate and work in good faith to separate the applicable portion of any Master Agreement hereunder. The Contract constituting the separated portion of any Master Agreement that provides for the delivery of ILEC Services or other goods or services provided by the Transferred Business as described in the preceding sentence shall constitute a “Customer Contract” and “Assigned Contract” under this Agreement, it being understood that in no event shall those portions of any Master Agreement providing for the delivery of goods and services that do not constitute ILEC Services or other goods or services provided by the Transferred Business be considered a Customer Contract or any an Assigned Contract. Notwithstanding anything to the contrary in this Agreement, Buyer acknowledges and agrees that no volume, minimum purchase or similar commitments under Master Agreements or any rights relating thereto will be transferred to the Transferred Companies as part of the Customer Contracts or Assigned Contracts or otherwise in whole or in part, except to the extent solely related to the ILEC Services.