Each of the Parties undertakes with the other Parties that it shall execute and perform, and procure that it is executed and performed, such further documents and acts as may be required to give effect to the provisions of this Agreement.
Each of the Parties. AGREES TO INDEMNIFY THE ESCROW AGENT AND HOLD THE ESCROW AGENT HARMLESS FROM AND AGAINST ALL COSTS, DAMAGES, JUDGMENTS, ATTORNEYS' FEES, EXPENSES, OBLIGATIONS, AND LIABILITIES OF ANY KIND OR NATURE WHICH, IN GOOD FAITH, IT MAY INCUR OR SUSTAIN ARISING OUT OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING ARISING, IN WHOLE OR IN PART, FROM NEGLIGENCE ON THE PART OF THE ESCROW AGENT (EXCEPT SUCH AS CONSTITUTE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF THIS AGREEMENT). THE LIABILITY OF THE PARTIES UNDER THIS INDEMNIFICATION SHALL BE JOINT AND SEVERAL.
Each of the Parties agrees that it shall operate and support its TDMA-based System, to the extent installed, to ensure that the other Party's Customers can use the Adopted Features when roaming on the Serving Carrier's TDMA-based System in the same manner that such Customers use such Adopted Features on the Home Carrier's TDMA-based System.
10.3.1 Each Party shall, at its own expense, implement the Core Features in the AWS System, in the case of AWS, and in the Xxxxxx TDMA System, in the case of Xxxxxx, within one (1) year after the Effective Date. Thereafter, Core Features shall be implemented at the time any TDMA-based system is placed into operation.
10.3.2 The Future Core Features shall be those features that are agreed upon by the Parties from time to time after the execution of this Agreement. Each Party shall, at its own expense, implement such Future Core Features within one (1) year after the General Availability of such Future Core Features, provided that, and subject to such Party's determination, in its sole and absolute discretion, that such implementation is both financially feasible and economically viable, and consistent with such Party's objective of maximizing its financial performance. In the event that a Party opts not to adopt a Future Core Feature in accordance with this Section 10.3.1, it shall promptly notify the other Party of that decision. Future Core Features shall be implemented in accordance with this Section in the areas specified for each respective Party in Section 10.3.1.
10.3.3 Each Party shall have the right, in its sole discretion to adopt and implement (at such Party's own expense) Additional Features, but the other Party shall have no obligation to support any Additional Features.
10.3.4 The Parties shall use commercially reasonable efforts to comply with the network Standards with respect to the Core Features and Future Core Features that are set out in Schedule E-2 to Exhibit E attached hereto. The sole remedies available to a Party (the "Affected Party") for the failure by the other Party to comply with this Section 10.3.4 shall be (a) to suspend, for so long as such noncompliance continues in effect, the Affected Party's obligation under Section 2.5 to treat the other Party as the preferred provider of roaming services in the market(s) in which such noncompliance arises and (b) in the event such noncompliance continues for ninety (90) days or more, to permanently terminate such preferred provider status in such market(s). This limita...
Each of the Parties hereby agrees to promptly notify the JRC of any change in its business which would be reasonably expected to materially delay or impair its ability to perform its obligations hereunder, so that the JRC may discuss and agree upon a reasonable resolution that addresses any POTENTIAL harm caused to the other Party by such anticipated delay or impairment.
Each of the Parties. TO THIS AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS.
Each of the Parties. TO THIS AGREEMENT HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 12.9(b) SHALL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT ANY PARTY'S RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.
Each of the Parties acknowledges and agrees that in entering into this Individual Service Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in the Framework Agreement, this Individual Service Agreement and/or each ISA Form. The only remedy available to either Party for any such statements, representation, warranty or understanding shall be for breach of contract under the terms of the Framework Agreement and/or this Individual Service Agreement.
Each of the Parties is independent of the other and nothing contained in this Framework Agreement shall be construed to imply that there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture and accordingly neither of the Parties shall have any right or authority to act on behalf of the other nor to bind the other by agreement or otherwise, unless expressly permitted by the terms of this Framework Agreement.
Each of the Parties respective Chief Executive Officers or the Chief Executive Officer's nominee, must meet within five (5) working days or at such other time as may be agreed between the parties and attempt to resolve the Dispute within five (5) working days from the date of such meeting.
Each of the Parties subject to the declared breach shall be responsible for their own legal expenses until an award is given or settlement is reached, provided however, that "The Party" found in default by "The Arbitrator(s)" shall compensate in full the aggrieved party, its heirs or assignees for the total remuneration as awarded and as a result of business conducted with "TheParties" covered by this Agreement, plus all its arbitration costs, legal expenses and other charges and damages deemed fair by "The Arbitrator(s)" for bank, lending institutions, corporations, organizations, individuals, lenders, or borrowers, buyers or sellers that were introduced by the named party, notwithstanding any other provisions of the award.
