Midwest CLEC Assets. Shall mean the property and assets of the CoreComm Midwest CLECs used primarily in the operation of their business (the "Midwest CLEC Business") of providing CLEC products and services to end-user customers in the Midwest States (whether served through the use of individual UNEs or combinations thereof or on a total service resale basis), and shall not mean (i) the property and assets of the CoreComm Midwest CLECs related primarily to the operation of their business as an Internet Service
... Provider (the "ISP Business"), and/or (ii) any customers of the ISP Business. Notwithstanding the foregoing and for avoidance of doubt, (x) property and assets that are used and necessary for the continuation of the ISP Business, and customers of the ISP Business, whether or not used in or customers of the Midwest CLEC Business, shall not be considered Midwest CLEC Assets for purposes of this Agreement unless sold to a Buyer or Buyers, in which case the Parties either 10 EXECUTION COPY shall agree on an allocation of the purchase price for such property, assets and customers prior to the applicable Closing Date, consistent with the principle that the SBC Midwest ILECs are to share in the Net Proceeds of assets to the extent that they have been used in operating the Midwest CLEC Business but not to the extent they have been used in the ISP Business, or the matter shall be determined pursuant to the ADR Procedures, and (y) prior to the Termination Date, CoreComm shall be entitled to redeploy property and assets that are used in the Midwest CLEC Business for use in its business other than the Midwest CLEC Business., provided however, that collocation arrangements with the SBC Midwest ILECs may not be redeployed, but will be handled in accordance with Section 2.03.
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