This excerpt taken from the ATNI 8-K filed Jan 25, 2010.
(i) Satisfaction of Conditions Precedent to Verizon Acquisition. All conditions precedent to the Verizon Acquisition as provided in the Verizon Acquisition Documentation shall have been satisfied, except (1) as consented to in writing by the Requisite Lenders under this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; (2) any unsatisfied condition precedent that arose on or before the Acquisition Approval Date that is not, when taken together with all unsatisfied conditions precedent not consented to by the Requisite Lenders, Materially Adverse to the interests of Borrower, Administrative Agent or the Lenders, and of which the Lenders received written notice on or before the Acquisition Approval Date; or (3) any unsatisfied condition precedent that arose after the Acquisition Approval Date that is immaterial, when taken together with all unsatisfied conditions precedent not consented to by the Requisite Lenders, and of which the Lenders received written notice promptly upon Borrower becoming aware that such condition would not be satisfied.
(ii) Verizon Acquisition Documents. There shall have been no amendment, modification, change or consent or agreement to any amendment, modification, change or consent to or regarding, any of the terms of the Verizon Acquisition Documentation, except to the extent such change, amendment, modification or consent (1) has been consented to in writing by the Requisite Lenders under this Agreement, which consent shall not be unreasonably withheld, delayed or conditioned; (2) became effective on or before the Acquisition Approval Date, is not, when taken together with all changes, amendments, modifications or consents not consented to by the Requisite Lenders, Materially Adverse to the interests of Borrower, Administrative Agent or the Lenders, and of which the Lenders received written notice on or before the Acquisition Approval Date; or (3) became effective after the Acquisition Approval Date, is immaterial, when taken together with all changes, amendments, modifications or
consents not consented to by the Requisite Lenders, and of which the Lenders received written notice promptly upon its adoption.
(iii) Verizon Acquisition. Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent, that the Verizon Acquisition has been fully consummated, other than payment of the purchase price by Borrower and those conditions precedent identified in Subsection 7.2(G)(i), in accordance with the terms and conditions set forth in the Verizon Acquisition Documentation, other than as modified or waived in accordance with the provisions of this Agreement.
(iv) No Material Adverse Effect. Since December 31, 2008, there shall not have occurred any event or condition affecting the Loan Parties which individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2008, there shall not have occurred any event or condition materially adversely affecting the assets, taken as a whole, to be acquired by the Acquired Companies, Borrower or any other Loan Party pursuant to the Verizon Acquisition.
This excerpt taken from the ATNI 8-K filed Jun 15, 2009.
Section 8.6 Miscellaneous.
(a) Amendment; Waiver; Severability; Entire Agreement. No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties, and no waiver hereunder shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, on one or more occasion, shall not be construed as a waiver of any other breach or default of a similar nature, and the failure by any of the parties, on one or more occasion, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. To the extent that any provision herein is deemed to be unenforceable or contrary to applicable Law, the parties shall amend the terms hereof to the extent required by such Law. This Agreement, together with the Schedules, the Transition Services Agreement and the Confidentiality Agreement contain the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter.
(b) Expenses. Except as set forth in Sections 2.5(f), 5.3, 5.14 and 8.6(d) and except as may otherwise be agreed in writing by the parties, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
(c) Third Parties. The representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns and they shall not be construed as conferring any rights or remedies on any other Persons, except as contemplated by Section 5.17(c). Notwithstanding that Seller is a general partnership, no current or future partner of Seller shall have any liability in connection with this Agreement.
(d) Transfer Taxes. Purchaser shall bear the expense of all use, sales, transfer and other similar transaction taxes, if any, imposed by reason of the transactions contemplated by this Agreement.
(e) Assignment. Except as otherwise provided in this Agreement, neither party may assign this Agreement without the prior written consent of the other party; provided that each of Seller and Purchaser may, without the consent of the other party, but subject to any necessary approval from a Governmental Authority, assign this Agreement or any rights hereunder to any Affiliate thereof prior to or after the Closing, but no assignment described in this sentence shall relieve the assignor of its obligations hereunder. This Agreement shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(f) Disclosure Schedules. Each party may, from time to time prior to the Closing, and solely for the purposes of rendering their respective representations and warranties in Articles III and IV true and correct on and as of the date of the Closing, by written notice in accordance with this Agreement, supplement, amend or update the Disclosure Schedules delivered concurrently herewith by such party to correct, supplement or update in writing any matter which constituted upon execution and delivery of this Agreement or would constitute as of the Closing Date a breach of any representation and warranty contained herein; provided, that any such supplement shall not be effective for purposes of establishing the satisfaction of the conditions contained in Sections 6.1(b) and 6.2(b) insofar as such conditions relate to the truth and accuracy of the representations and warranties of either party as of the date of this Agreement. Any item disclosed by either party in any Schedule hereto, or in any supplement, amendment or update to the Disclosure Schedules hereto pursuant to the preceding sentence, shall be deemed to be disclosed for the purposes of and shall qualify each representation and warranty to which such item or its contents would be reasonably apparent to relate without regard to whether the Schedule, supplement, amendment or update specifically references such representation or warranty and without regard to whether such representation and warranty specifically references a Schedule or was qualified by a Schedule prior to such supplement, amendment or update. No disclosure on any Schedule shall be deemed an admission as to the materiality of any item so disclosed.