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CELLULAR/PCS INTERCONNECTION ... - AT&T Clec Online

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Page 43 of 250<br />

<strong>CELLULAR</strong>/<strong>PCS</strong> GENERAL TERMS & CONDITIONS/AT&T-13STATE<br />

PAGE 43 OF 45<br />

AT&T-13STATE/NEW CINGULAR WIRELESS <strong>PCS</strong>,LLC<br />

091506<br />

written notice to the other Party of such changes, advising when such changes will be made. All such<br />

changes shall be coordinated with the non-changing Party. Nothing in this Section shall affect the<br />

Parties’ rights and obligations under this Agreement.<br />

37.4 Subject to specific provisions herein to the contrary, each Party shall be solely responsible, at its<br />

expense, for the overall design of its services and for any redesigning or rearrangement of its services<br />

that may be required because of changes in Facilities, Trunks, operations or procedures of the other<br />

Party, minimum network protection criteria, or operating or maintenance characteristics of the Trunks.<br />

38. AUTHORIZATION<br />

38.1 AT&T-13STATE represents and warrants that it is a corporation duly organized, validly existing and in<br />

good standing under the laws of the state of its incorporation, that AT&T Operations, Inc. has full power<br />

and authority to execute and deliver this Agreement as agent for AT&T-13STATE, and that AT&T-<br />

13STATE has full power and authority to perform its obligations hereunder.<br />

38.2 WSP represents and warrants that it is a corporation duly organized, validly existing and in good<br />

standing under the laws of the state of its incorporation, and has full power and authority to execute and<br />

deliver this Agreement and to perform its obligations hereunder.<br />

38.3 Each Party warrants that it has obtained or will obtain prior to operating under this Agreement, allnecessary<br />

jurisdictional licenses, authorizations and/or certifications required in those jurisdictions in<br />

which it will order services or Facilities or will operate under this Agreement. Upon request, each Party<br />

shall provide proof of such licenses, authorizations and/or certification.<br />

39. ENTIRE AGREEMENT<br />

39.1 AT&T-12STATE<br />

39.1.1 The terms contained in this Agreement and any Appendices, Attachments, Exhibits, Schedules,<br />

and Addenda constitute the entire agreement between the Parties with respect to the subject<br />

matter hereof, superseding all prior understandings, proposals and other communications, oral<br />

or written between the Parties during the negotiations of this Agreement and through the<br />

execution and/or Effective Date of this Agreement. This Agreement shall not operate as or<br />

constitute a novation of any agreement or contract between the Parties that predates the<br />

execution and/or Effective Date of this Agreement.<br />

39.2 A T&T CONNECTICUT<br />

39.2.1 The rates, terms and conditions contained in this Agreement and any Appendices, Attachments,<br />

Exhibits, Schedules, Addenda, Commission approved tariffs and other documents or instruments<br />

referred to herein and incorporated into this Agreement by reference constitute the entire<br />

agreement between the Parties with respect to the subject matter hereof, superseding all prior<br />

understandings, proposals and other communications, oral or written between the Parties predating<br />

the execution of this Agreement; provided, however, that none of the rates, terms or<br />

conditions of this Agreement shall be construed to apply in any manner to any period prior to the<br />

termination and/or expiration date of any agreement that this Agreement replaces. This<br />

Agreement shall not operate as or constitute a novation of any agreement or contract between<br />

the Parties that predates the execution and/or Effective Date of this Agreement.<br />

40. MULTIPLE COUNTERPARTS<br />

40.1 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,<br />

but such counterparts together constitute one and the same document.

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