Disputes and Liabilities. A. In addition to the other remedies provided for hereunder and except as expressly limited herein, both Parties to this Agreement shall have the full benefit of all applicable remedies generally available to a Licensor/ Licensee of products under the Uniform Commercial Code.
B. In the event of any disputes between the Parties associated with this Agreement, the Parties hereby agree to work toward resolution and negotiate in good faith for a period of not less than thirty (30) days. The Parties shall both assign individuals whose responsibility it shall be to review and interpret the events and circumstances of the dispute and to resolve and/or propose to the Parties’ Senior Management a viable mutually acceptable resolution. If at any time during the resolution process the assigned individuals determine for whatever reason that the dispute cannot be resolved at the assigned level the Parties agree to escalate the dispute to ascending levels of management up to and including the Vice President of the respective organizations. If after thirty (30) days resolution has not been achieved the Parties may exercise any and all courses of resolution prescribed herein, unless the Parties otherwise mutually agree to extend the negotiation/resolution period.
C. Neither Party to this Agreement shall be liable for any claim arising out of this Agreement in an amount exceeding the total contract price with the exception of the damages and costs described in Section 10 (“Indemnification”) and Section 17 (“Warranties”). In no other event shall either Party be liable hereunder for any indirect, incidental or consequential damages (including lost business profit) sustained by the other Party or any other individual or entity for any matter arising out of or pertaining to the subject matter of this Agreement.
D. The Parties hereby expressly acknowledge that the foregoing limitations were fully considered by each Party to this Agreement and appropriately reflects a fair allocation of risks.
E. No action arising under or related to this Agreement may be brought by one Party against the other more than two (2) years after the cause of the cause of the action arose.
F. The Parties agree that this Agreement is the result of negotiations between the Parties and that no term or provision shall be construed against a Party merely because the term or provision is contained in a document drafted, prepared, written or pre- printed by that Party.
Disputes and Liabilities. (a) There are no outstanding disputes, or questions or demands between the Company and any taxation authority (whether in Australia, any state of Australia or elsewhere).
(b) The Company has no liabilities in respect of unpaid or unassessed Taxes.
(c) The Company will not become subject to any Tax:
(i) on or in respect of, or by reference to, profits, gains or income for any period up to and including the Accounts Date; or
(ii) in respect of any other matter or thing referable to a time prior to, or to any period ending on or before, the Accounts Date, in excess of the provisions for Tax included in the Accounts.
(d) The only liabilities for Tax of the Company arising since the Accounts Date are liabilities arising out of the normal business and trading activities of the Company.
(e) The Company has complied with the provisions of Part IIIAA of the 1936 Tax Act and Part 3-6 of the 1997 Tax Act and has maintained records of franking debits and franking credits which are sufficient for the purposes of that legislation.
Disputes and Liabilities. 6.1 In the event any dispute arises in connection with any issue arising out of or relating to this Agreement, the parties agree to consult and jointly consider the use of mediation, arbitration or other forms of alternative dispute resolution prior to any resort to litigation. Neither Owner nor Architect shall be required to arbitrate any dispute arising out of the interpretation of this Agreement or any performance by the Owner or Architect hereunder without the written consent of the other party to such arbitration.
6.2 The Owner and its successors and assigns agree to defend, indemnify and hold harmless the Architect and the Architect's consultants, employees and agents from and against any claims or demands, whether for bodily injury, property loss or damage, economic injury or otherwise, asserted by any person or entity whatsoever, and from and against any liability, loss, damage or expense (including attorneys' fees and reasonably incurred costs and expenses of litigation), which directly or indirectly arise from any electrical or mechanical design or analysis performed by the Architect, URS Corporation or Oberkamper & Associates or their employees or agents, prior to the effective date of this Agreement, except to the extent such claims, liabilities, losses or damages are caused in part by the negligence or other breach of duty by Architect or Architect's consultants, employees or agents.
6.3 The Architect hereby agrees to indemnify, defend (with counsel acceptable to Owner in its sole discretion) and hold the Owner and its agents, employees and assigns (the Owner and its agents, employees and assigns are hereinafter collectively called the "Indemnitees") harmless from all losses, claims, liabilities, injuries, damages and expenses, including attorneys' fees, that the Indemnitees may incur by reason of any injury or damage sustained to any person or property (including, but not limited to, any one or more of the Indemnitees) proximately caused by the negligence of the Architect in the performance, or lack of performance of its duties and obligations under or pursuant to this Agreement and not caused by acts or omissions of the Owner or its agents, employees or assigns, or any one directly or indirectly employed by them, or anyone for whose acts they are liable.
6.4 Any defective Architectural Designs or Specifications furnished by the Architect for the Project will be promptly corrected by the Architect at no cost to the Owner. The Architect will p...
Disputes and Liabilities
