Common use of Operating Contracts Clause in Contracts

Operating Contracts. Schedule 4.2.9(a) sets forth all of the Operating Contracts of the type described below (the "Material Contracts") that Seller, after using commercially reasonable efforts, has been able to gather for Buyer's review. No Operating Contract described in (i) below will be entered into after the date of this Agreement and no Operating Contract described in (ii) - (ix) will be entered into after the date of this Agreement other than in the ordinary course of business: (i) an agreement containing a non-compete agreement or other non-compete covenant that in either case would by its terms limit the freedom of Buyer following the Closing to compete in any respect with respect to the Business with any third party; (ii) an agreement granting an Encumbrance on Property other than Fee Realty; (iii) an agreement for the sale of any material Transferred Assets or grant of any preferential rights to purchase any material Transferred Assets; (iv) a land development agreement or other similar construction agreement; (v) a lease of real property; (vi) an agreement with respect to 911 services or E911 services; (vii) an agreement between Seller and a third party for the construction of mutual transmission facilities between various switching points included in the Exchanges; (viii) an agreement that relates to arrangements and commitments between Seller and a third party for the third party's location of equipment in facilities included in the Transferred Assets except to the extent set forth in a separate interconnection agreement; or (ix) an agreement other than as set forth above with respect to which the aggregate amount to be received or paid thereunder attributable to the Exchanges with respect to calendar year 1999 or any subsequent calendar year is expected to exceed $50,000 based on the terms of such agreement or on the payments which have been made under such agreement with respect to calendar year 1998, to the extent applicable. Schedule 4.2.9(b) identifies (i) each interconnection agreement between Seller and a third party or an Affiliate of Seller that is applicable to the Exchanges, (ii) each agreement that relates to arrangements and commitments between Seller and an Affiliate of Seller for such Affiliate's co- location of equipment in facilities included in the Transferred Assets that Seller, using commercially reasonable efforts, has been able to identify, and (iii) each Exchange where a third party has physically co-located equipment or, to Seller's Knowledge, where a third party has made a written request to co-locate equipment located in the Exchanges. (a) also specifically identifies each lease that requires the consent, approval or waiver of the other party thereto for the assignment thereof.

Operating Contracts. Schedule 4.2.9(a) sets forth all of the Operating Contracts of the type described below (the "Material Contracts") that Seller, after using commercially reasonable efforts, has been able to gather for Buyer's review. No Operating Contract described in (i) below will be entered into after the date of this Agreement and no Operating Contract described in (ii) - (ix) will be entered into after the date of this Agreement other than in the ordinary course of business: (i) an agreement containing a non-compete agreement or other non-compete covenant that in either case would by its terms limit the freedom of Buyer following the Closing to compete in any respect with respect to the Business with any third party; (ii) an agreement granting an Encumbrance on Property other than Fee Realty; (iii) an agreement for the sale of any material Transferred Assets or grant of any preferential rights to purchase any material Transferred Assets; (iv) a land development agreement or other similar construction agreement; (v) a lease of real property; (vi) an agreement with respect to 911 services or E911 services; (vii) an agreement between Seller and a third party for the construction of mutual transmission facilities between various switching points included in the Exchanges; (viii) an agreement that relates to arrangements and commitments between Seller and a third party for the third party's location of equipment in facilities included in the Transferred Assets except to the extent set forth in a separate interconnection agreement; or (ix) an agreement other than as set forth above with respect to which the aggregate amount to be received or paid thereunder attributable to the Exchanges with respect to calendar year 1999 or any subsequent calendar year is expected to exceed $50,000 based on the terms of such agreement or on the payments which have been made under such agreement with respect to calendar year 1998, to the extent applicable. \ Schedule 4.2.9(b) identifies (i) each interconnection agreement between Seller and a third party or an Affiliate of Seller that is applicable to the Exchanges, (ii) each agreement that relates to arrangements and commitments between Seller and an Affiliate of Seller for such Affiliate's co- co-location of equipment in facilities included in the Transferred Assets that Seller, using commercially reasonable efforts, has been able to identify, and (iii) each Exchange where a third party has physically co-located equipment or, to Seller's Knowledge, where a third party has made a written request to co-locate equipment located in the Exchanges. (a) also specifically identifies each lease that requires the consent, approval or waiver of the other party thereto for the assignment thereof.

Operating Contracts. Schedule 4.2.9(a) sets forth all of the Operating Contracts of the type described below (the "Material Contracts") that Seller, after using commercially reasonable efforts, has been able to gather for Buyer's review. No Operating Contract described in (i) below will be entered into after the date of this Agreement and no Operating Contract described in (ii) - (ix) will be entered into after the date of this Agreement other than in the ordinary course of business: (i) an agreement containing a non-compete agreement or other non-compete covenant that in either case would by its terms limit the freedom of Buyer following the Closing to compete in any respect with respect to the Business with any third party; (ii) an agreement granting an Encumbrance on Property other than Fee Realty; (iii) an agreement for the sale of any material Transferred Assets or grant of any preferential rights to purchase any material Transferred Assets; (iv) a land development agreement or other similar construction agreement; (v) a lease of real property; (vi) an agreement with respect to 911 services or E911 services; (vii) an agreement between Seller and a third party for the construction of mutual transmission facilities between various switching points included in the Exchanges; (viii) an agreement that relates to arrangements and commitments between Seller and a third party for the third party's location of equipment in facilities included in the Transferred Assets except to the extent set forth in a separate interconnection agreement; or (ix) an agreement other than as set forth above with respect to which the aggregate amount to be received or paid thereunder attributable to the Exchanges with respect to calendar year 1999 or any subsequent calendar year is expected to exceed $50,000 based on the terms of such agreement or on the payments which have been made under such agreement with respect to calendar year 1998, to the extent applicable. Schedule 4.2.9(b) identifies (i) each interconnection agreement between Seller and a third party or an Affiliate of Seller that is applicable to the Exchanges, (ii) each agreement that relates to arrangements and commitments between Seller and an Affiliate of Seller for such Affiliate's co- co-location of equipment in facilities included in the Transferred Assets that Seller, using commercially reasonable efforts, has been able to identify, and (iii) each Exchange where a third party has physically co-located equipment or, to Seller's Knowledge, where a third party has made a written request to co-locate equipment located in the Exchanges. (a) also specifically identifies each lease that requires the consent, approval or waiver of the other party thereto for the assignment thereof.