TC Systems, Inc. South Carolina - AT&T Clec Online

Agreement
Page 11
regulatory approvals that may be required in connection with the performance
of its obligations under this Agreement. TC SYSTEMS shall be responsible
for obtaining and keeping in effect all Federal Communications Commission,
State Commission, franchise authority and other regulatory approvals that may
be required in connection with its offering of services to TC SYSTEMS end
users contemplated by this Agreement. TC SYSTEMS shall reasonably
cooperate with BellSouth in obtaining and maintaining any required approvals
for which BellSouth is responsible, and BellSouth shall reasonably cooperate
with TC SYSTEMS in obtaining and maintaining any required approvals for
which TC SYSTEMS is responsible.
9.2 In the event that BellSouth is required by any governmental authority to file a
tariff or make another similar filing (“Filing”) in order to implement this
Agreement, BellSouth shall (i) consult with TC SYSTEMS reasonably in
advance of such Filing about the form and substance of such Filing, (ii) provide
to TC SYSTEMS its proposed tariff and obtain TC SYSTEMS's agreement on
the form and substance of such Filing, and (iii) take all steps reasonably
necessary to ensure that such Filing imposes obligations upon BellSouth that
are no less favorable than those provided in this Agreement and preserves for
TC SYSTEMS the full benefit of the rights otherwise provided in this
Agreement. In no event shall BellSouth file any tariff to implement this
Agreement that purports to govern Services and Elements that is inconsistent
with the rates and other terms and conditions set forth in this Agreement unless
such rate or other terms and conditions are more favorable than those set forth
in this Agreement.
9.3 In the event that any legally binding legislative, regulatory, judicial or other
legal action materially affects any material terms of this Agreement, or the
ability of TC SYSTEMS or BellSouth to perform any material terms of this
Agreement, TC SYSTEMS or BellSouth may, on thirty (30) days' written
notice (delivered not later than thirty (30) days following the date on which
such action has become legally binding) require that such terms be
renegotiated, and the Parties shall renegotiate in good faith such mutually
acceptable new terms as may be required. In the event that such new terms are
not renegotiated within thirty (30) days after such notice, the dispute shall
follow the dispute resolution procedures set forth in Section 16 of the General
Terms and Conditions of this Agreement. For purposes of this Section 9.3,
legally binding means that the legal ruling has not been stayed; no request for a
stay is pending, and if any deadline for requesting a stay is designated by
statute or regulation, it has passed.
10. Liability and Indemnity
10.1 Liabilities of BellSouth - Unless expressly stated otherwise in this Agreement,
the financial liability of BellSouth to TC SYSTEMS during any Contract Year
resulting from any and all causes of action arising under this Agreement shall
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