|
<br />CONFIDENTIAL
<br />
<br />Information that the Incumbent may be obligated to disclose under California law may be released and
<br />disclosed by Incumbent pursuant to the Act, and any such release or disclosure shall not in any way
<br />constitute a breach of this Agreement, nor shall Incumbent be liable to Nextel for such release or
<br />disclosure. In the event Incumbent receives a request for disclosure of Confidential Information which
<br />Nextel has specifically marked "Confidential" or "Proprietary," Incumbent shall provide Nextel with
<br />written notice of such request (the "Notice of Request for Disclosure"). In the event Nextel has a
<br />reasonable basis for contending that the disclosure of such Confidential Information is not required by the
<br />Act, Nextel shall, within ten (10) days of Incumbent having given Notice of Request for Disclosure,
<br />notify Incumbent in writing of its objection to disclosure and the basis therefore. In the event Incumbent
<br />determines that the information requested is not exempt from disclosure and intends to release the
<br />requested information in compliance with the Act, then it shall provide written notice of such intent to
<br />Nextel and Nextel shall then have fourteen (14) days from such Notice being given to seek relief from
<br />disclosure required under the Act in the Superior Court of California, County of San Mateo. If Incumbent
<br />receives no written objection from Nextel within fourteen (14) days of Incumbent having given Notice of
<br />Request for Disclosure, Incumbent may disclose the Confidential Information referenced in the Notice of
<br />Request for Disclosure.
<br />
<br />13. Cooperation: The Parties will cooperate with each other and the Transition Administrator
<br />with respect to the Reconfiguration work contemplated by this Agreement. Without limiting the
<br />foregoing obligations, the Parties agree to cooperate in the preparation of any applications required to be
<br />filed with the FCC, and Incumbent agrees to provide reasonable access to its facilities so that the
<br />Transition Administrator may comply with any audit obligations and so any Reconfiguration work
<br />contemplated by this Agreement may be performed in accordance with the Cost Estimate and
<br />performance schedule. If a Party is subject to a denial of FCC benefits for delinquent non-tax debts owed
<br />to the FCC that would prevent or delay the timely processing of any FCC applications, such Party shall
<br />cure such delinquency in an expeditious manner and at its sole expense.
<br />
<br />14. Indemnification: From and after the Closing Date, each Party (the "Indemnifying Party")
<br />will indemnify and defend the other Party, its officers, directors, employees and agents (collectively, the
<br />"Indemnified Party"), from and against all demands, claims, actions, losses, damages, liabilities, costs and
<br />expenses, including, without limitation, reasonable attorneys' fees and expenses (collectively, "Costs"),
<br />asserted against, imposed upon or incurred by the Indemnified Party arising from or related to: (i) any
<br />breach of any covenant, agreement, representation or warranty of the Indemnifying Party contained in, or
<br />made pursuant to, this Agreement; or (ii) any and all liabilities (including successor liabilities) or
<br />obligations relating to periods prior to the Closing Date resulting from the Indemnifying Party's operation
<br />of the system operated pursuant to the Incumbent Licenses or the Nextel Licenses, as applicable, or the
<br />ownership or use of those licenses or from the Indemnifying Party's employment, or termination of
<br />employment, of its employees. The obligations under this Section survive the Closing for a period of
<br />three (3) years.
<br />
<br />15. Disputes: The Parties agree that any dispute related to the Replacement Frequencies,
<br />Nextel's obligation to pay any cost of the Reconfiguration of Incumbent's system contemplated by this
<br />Agreement, or the comparability of Incumbent's reconfigured system to Incumbent's existing system
<br />prior to Reconfiguration, which is not resolved by mutual agreement, shall be resolved in accordance with
<br />the dispute resolution provisions ofthe Order, as it may be amended from time to time.
<br />
<br />16. No Gratuities: No gift, gratuity, credit, thing of value or compensation of any kind shall be
<br />offered or provided by Incumbent, directly or indirectly, to any officer, employee or official ofNextel for
<br />the purpose of improperly obtaining or rewarding favorable treatment under this Agreement.
<br />
<br />Page 6 of 15
<br />
<br />Final Version
<br />November 10, 2006
<br />
|