Common use of Permits and Licenses; Compliance with Law Clause in Contracts

Permits and Licenses; Compliance with Law. A. SUBCONTRACTOR, at its own cost, shall procure all permits and licenses required under safety and environmental requirements and standards, whether statutory or regulatory, applicable to SUBCONTRACTOR'S operation at the Facilities. If an existing permit must be modified, SUBCONTRACTOR shall obtain the modification and pay all costs. Upon request of SUBCONTRACTOR accomplished by its submission of completed Form ENG-43, SUBCONTRACTOR Work Request, to Contractor, the Contractor shall join in any applications for any permits or licenses required to be obtained by SUBCONTRACTOR, and shall otherwise cooperate with SUBCONTRACTOR in connection therewith. B. All permit applications and submissions shall be made in accordance with law and regulation. Contractor shall be notified in writing thirty (30) days prior to any permit application being filed by SUBCONTRACTOR, and SUBCONTRACTOR shall provide copies of all permit applications as filed to Contractor. SUBCONTRACTOR shall provide Contractor with copies of all permits obtained upon receipt. C. Both parties hereto shall comply with all applicable laws, regulations and ordinances that apply to their respective responsibilities under this Agreement and shall indemnify and hold the other party harmless from loss, liability, cost, expense, fines and penalties resulting from their failure to comply in the execution of their respective responsibilities under this Agreement. If SUBCONTRACTOR is required to accept any costs associated with structural modifications or repairs to real property on account of the foregoing, Contractor agrees to apply the Sponsorship provisions of ss. XXIV herein. BASIC ORDER AGREEMENT 04T002

Permits and Licenses; Compliance with Law. A. SUBCONTRACTOR(a) Except as ----------------------------------------- disclosed in Section 2.12 of the Disclosure Schedule and except for such matters that would not reasonably be expected to have a Material Adverse Effect, at its own cost(i) the Companies and Company Subsidiaries currently hold all the permits, shall procure licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary for the current operation and the conduct (as it is being conducted prior to the Closing Date) of the Frontier LEC Business (collectively, "Permits"), and all permits Permits are in full force and licenses required under safety effect, (ii) neither Seller nor any Company or Company Subsidiary has received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and environmental (iii) the Sellers and the Companies and Company Subsidiaries are in compliance with the requirements of all Permits. (b) Except as disclosed in Section 2.12 of the Disclosure Schedule and standardsexcept for such matters that would not reasonably be expected to have a Material Adverse Effect, whether statutory or regulatory(i) the Sellers, applicable the Companies and the Company Subsidiaries are in compliance with all Laws (including, without limitation, with respect to SUBCONTRACTOR'S operation at the Facilities. If an existing permit must be modified, SUBCONTRACTOR shall obtain the modification affiliate transactions) and pay all costs. Upon request of SUBCONTRACTOR accomplished by its submission of completed Form ENG-43, SUBCONTRACTOR Work RequestGovernmental Orders applicable, to Contractorthe knowledge of the Sellers, to the Contractor shall join in conduct of the Frontier LEC Business as it is being conducted prior to the Closing Date and (ii) neither Seller nor any applications for Company or Company Subsidiary has been charged since July 1, 1997 by any permits Governmental Authority with a violation of any Law or licenses required any Governmental Order relating to be obtained by SUBCONTRACTOR, and shall otherwise cooperate with SUBCONTRACTOR in connection therewiththe conduct of the Frontier LEC Business which charge remains unresolved. B. All permit applications (c) Except as disclosed in Section 2.12 of the Disclosure Schedule and submissions shall except for such matters that would not reasonably be made expected to have a Material Adverse Effect, (i) each of the Companies and Company Subsidiaries maintains effective tariffs for services that they offer that are subject to tariff requirements, (ii) each of the Companies and Company Subsidiaries offers its tariffed services in accordance a manner consistent with law the filed tariff, (iii) other than orders and regulation. Contractor shall be notified other requirements of Law applicable generally to local exchange carriers or another subset of carriers, no order or other requirement of Law has been received by a Company or Company Subsidiary concluding that its tariff is unlawful, (iv) other than orders and other requirements of Law applicable generally to local exchange carriers or another subset of carriers, no order or other requirement of Law has been received by a Company or Company Subsidiary since December 31, 1999 suspending a tariff, which suspension remains in writing thirty effect as of the date hereof and (30v) days prior to any permit application being filed by SUBCONTRACTOR, each Company and SUBCONTRACTOR shall provide copies of all permit applications as filed to Contractor. SUBCONTRACTOR shall provide Contractor Company Subsidiary with copies of all permits obtained upon receipt. C. Both parties hereto shall comply with all applicable laws, regulations and ordinances that apply to their respective responsibilities under this Agreement and shall indemnify and hold the other party harmless from loss, liability, cost, expense, fines and penalties resulting from their failure to comply a tariff in effect has taken steps in the execution ordinary course of their respective responsibilities under this Agreement. If SUBCONTRACTOR business to maintain the effectiveness of its tariffs and to enforce applicable terms and conditions in a manner that is required to accept any costs associated with structural modifications or repairs to real property on account of the foregoing, Contractor agrees to apply the Sponsorship provisions of ss. XXIV herein. BASIC ORDER AGREEMENT 04T002not unreasonably discriminatory.

Permits and Licenses; Compliance with Law. A. SUBCONTRACTOR17.01 During the Term hereof, Manufacturer hereby undertakes to make timely applications to all competent authorities and obtain and maintain, at its own costexpense all licenses, shall procure all consents, permits and licenses other authorizations required under safety to operate the P2S5 Unit, including the renewals thereof. Commencing on the second anniversary of the date of this Agreement, Purchaser shall indemnify Manufacturer against liability arising from any claim by a third party alleging that its rights have been infringed by reason of use by Manufacturer of the Technology supplied hereunder. 17.02 Manufacturer and Purchaser each agree to perform their respective obligations hereunder in compliance with Government Regulations. Pursuant to the provisions contained in Schedule 4.01, Purchaser agrees to reimburse ------------- Manufacturer for any operating expenses, capital and project expenses required by Manufacturer to be incurred to comply with new or existing environmental requirements and standards, whether statutory laws or regulatory, amendments thereto or Government Regulations applicable to SUBCONTRACTOR'S operation the production of Product at the Facilities. If an existing permit must be modified, SUBCONTRACTOR shall obtain P2S5 Unit during the modification and pay all costs. Upon request of SUBCONTRACTOR accomplished by its submission of completed Form ENG-43, SUBCONTRACTOR Work Request, Term so as to Contractor, the Contractor shall join in any applications for any permits or licenses required enable Manufacturer to be obtained by SUBCONTRACTOR, and shall otherwise cooperate with SUBCONTRACTOR in connection therewith. B. All permit applications and submissions shall be made lawfully continue to manufacture Product hereunder in accordance with law and regulationits then current manufacturing process. Contractor For the avoidance of doubt, Purchaser shall not be responsible for costs incurred to correct non-compliance with environmental laws or Government Regulations first occurring prior to or after the Term. In connection with Manufacturer's activity hereunder, Manufacturer shall be notified responsible for any and all costs of environmental investigation and remediation and other response actions with respect to the environmental condition of the Manufacturing Site and for any fines or other sanctions or impositions assessed in writing thirty (30) days prior connection with Manufacturer's activities hereunder for noncompliance with Government Regulations related to any permit application being filed by SUBCONTRACTOR, protection of the environment. Manufacturer shall have the sole responsibility for procuring all required permits in Manufacturer's name and SUBCONTRACTOR shall provide copies of all permit applications as filed to Contractor. SUBCONTRACTOR shall provide Contractor with copies of all permits obtained upon receipt. C. Both parties hereto shall comply with all permits required by applicable lawsGovernment Regulation, regulations and ordinances comply with all Government Regulations with respect to storage, transportation, treatment, recycling, and disposal of any solid or hazardous wastes generated in connection with Manufacturer's activities. ARTICLE 18 - FORCE MAJEURE -------------------------- 18.01 Neither party shall be responsible for any failure to comply with the terms of this Agreement, or for any delay in performance of, or failure to perform under this Agreement, where such failure or delay is due to causes beyond the reasonable control of the party failing to perform, including, but not be restricted to, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, riots, terrorism, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor strikes, lockouts, boycotts, labor shortages, transportation embargoes or failures or delays or interruptions in transportation or shortages of transportation equipment, inability to secure necessary raw materials or machinery, failure of machinery, acts of God, acts of any government, whether national, municipal or otherwise, or any agency thereof, and 17 <PAGE> <PAGE> judicial or legislative action, new or amended laws or regulations, orders of courts or acts of civil or military authorities. 18.02 A strike, lockout or other labor disturbance shall be deemed to be beyond the reasonable control of the party whose performance is prevented by such strike or labor disturbance, and nothing in this Agreement shall be construed as requiring either party to accede to the demands of employees that apply such party considers contrary to their respective responsibilities its interests, whether or not those employees are represented by a union or other organization. 18.03 The party claiming excuse from performance shall send prompt written notice to the other party declaring force majeure and setting forth a brief description of the event of force majeure and the extent of the excuse claimed. Such notice of force majeure shall be deemed accepted by the recipient unless objected to in writing within ten (10) days after receipt thereof. The requirement of giving prompt written notice of an event of force majeure shall be a covenant only and shall not be deemed to be a condition. 18.04 If due to a force majeure event either party is unable to perform any of its obligations under this Agreement (other than obligations of Purchaser to pay invoices for Product previously delivered in the performance of this Agreement), then the performance of the party unable to perform shall be excused to the extent made necessary by such force majeure event and during it continuance; provided, however, that the party unable to perform shall indemnify and hold use its commercially reasonable efforts to remedy or overcome, unless commercially impracticable, such force majeure event. Manufacturer may, for example, make partial delivery to Purchaser in proportions that are reasonable under the other party harmless from loss, circumstances. Deliveries suspended or not made by reason of this Article 18 shall be cancelled without obligation or liability, cost, expense, fines and penalties resulting from their failure to comply in the execution of their respective responsibilities under but this AgreementAgreement shall otherwise remain unaffected. If SUBCONTRACTOR is required to accept any costs associated with structural modifications or repairs to real property on account of the foregoing, Contractor agrees to apply the Sponsorship provisions of ss. XXIV herein. BASIC ORDER AGREEMENT 04T002ARTICLE 19 -

Permits and Licenses; Compliance with Law. A. SUBCONTRACTOR17.01 During the Term hereof, Manufacturer hereby undertakes to make timely applications to all competent authorities and obtain and maintain, at its own costexpense all licenses, shall procure all consents, permits and licenses other authorizations required under safety to operate the P2S5 Unit, including the renewals thereof. Commencing on the second anniversary of the date of this Agreement, Purchaser shall indemnify Manufacturer against liability arising from any claim by a third party alleging that its rights have been infringed by reason of use by Manufacturer of the Technology supplied hereunder. 17.02 Manufacturer and Purchaser each agree to perform their respective obligations hereunder in compliance with Government Regulations. Pursuant to the provisions contained in Schedule 4.01, Purchaser agrees to reimburse ------------- Manufacturer for any operating expenses, capital and project expenses required by Manufacturer to be incurred to comply with new or existing environmental requirements and standards, whether statutory laws or regulatory, amendments thereto or Government Regulations applicable to SUBCONTRACTOR'S operation the production of Product at the Facilities. If an existing permit must be modified, SUBCONTRACTOR shall obtain P2S5 Unit during the modification and pay all costs. Upon request of SUBCONTRACTOR accomplished by its submission of completed Form ENG-43, SUBCONTRACTOR Work Request, Term so as to Contractor, the Contractor shall join in any applications for any permits or licenses required enable Manufacturer to be obtained by SUBCONTRACTOR, and shall otherwise cooperate with SUBCONTRACTOR in connection therewith. B. All permit applications and submissions shall be made lawfully continue to manufacture Product hereunder in accordance with law and regulationits then current manufacturing process. Contractor For the avoidance of doubt, Purchaser shall not be responsible for costs incurred to correct non-compliance with environmental laws or Government Regulations first occurring prior to or after the Term. In connection with Manufacturer's activity hereunder, Manufacturer shall be notified responsible for any and all costs of environmental investigation and remediation and other response actions with respect to the environmental condition of the Manufacturing Site and for any fines or other sanctions or impositions assessed in writing thirty (30) days prior connection with Manufacturer's activities hereunder for noncompliance with Government Regulations related to any permit application being filed by SUBCONTRACTOR, protection of the environment. Manufacturer shall have the sole responsibility for procuring all required permits in Manufacturer's name and SUBCONTRACTOR shall provide copies of all permit applications as filed to Contractor. SUBCONTRACTOR shall provide Contractor with copies of all permits obtained upon receipt. C. Both parties hereto shall comply with all permits required by applicable lawsGovernment Regulation, regulations and ordinances that apply comply with all Government Regulations with respect to their respective responsibilities under this Agreement storage, transportation, treatment, recycling, and shall indemnify and hold the other party harmless from loss, liability, cost, expense, fines and penalties resulting from their failure to comply disposal of any solid or hazardous wastes generated in the execution of their respective responsibilities under this Agreement. If SUBCONTRACTOR is required to accept any costs associated connection with structural modifications or repairs to real property on account of the foregoing, Contractor agrees to apply the Sponsorship provisions of ss. XXIV herein. BASIC ORDER AGREEMENT 04T002Manufacturer's activities.