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16. Waivers
Version May 27, 2002
Page 15
other services provided for under this Agreement had not been made. The Parties
further acknowledge that this Agreement is intended to constitute a single
transaction, that the obligations of the Parties under this Agreement are
interdependent, and that payment obligations under this Agreement are intended to
be recoupable against other payment obligations under this Agreement.
A failure or delay of either Party to enforce any of the provisions hereof, to
exercise any option which is herein provided, or to require performance of any of
the provisions hereof shall in no way be construed to be a waiver of such
provisions or options, and each Party, notwithstanding such failure, shall have the
right thereafter to insist upon the performance of any and all of the provisions of
this Agreement.
17. Governing Law
17.1 Where applicable, this Agreement shall be governed by and construed in
accordance with federal and state substantive telecommunications law, including
rules and regulations of the FCC and appropriate Commission. In all other
respects, this Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia without regard to its conflict of
laws principles.
18 Assignments and Transfers
18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of
any other interest hereunder, in whole or in part, without the prior written consent
of the other Party shall be void, and such consent shall not be unreasonably
withheld or denied. In all cases, the assigning Party shall notify the other Party in
writing of such assignment at least thirty (30) days prior to the effective date
thereof. A Party may assign this Agreement in whole to an Affiliate of the Party or
any entity succeeding a Party by sale, merger, or acquisition without the consent of
the other Party; provided, however, that the assignee is authorized as a CLEC in
all States covered by this Agreement and complies with the rest of the provisions
in this Agreement. Upon AT&T’s request the assignee must provide evidence of a
Commission approved certification to provide Telecommunications Service in each
state that BHN is entitled to provide Telecommunications Service. Upon AT&T’s
request, the Parties shall amend this Agreement to reflect such assignments and
shall work cooperatively to implement any changes required due to such
assignment. No assignment shall be effective until the foregoing provisions in this
section are met and completed. All obligations and duties of any Party under this
Agreement shall be binding on all successors in interest and assigns of such Party.
No assignment or delegation hereof shall relieve the assignor of its obligations
under this Agreement in the event that the assignee fails to perform such
obligations. Notwithstanding anything to the contrary in this Section, BHN shall
CCCS 19 of 369