Participation of Parties. The parties hereby agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Participation of Parties. The parties acknowledge that this Agreement and all matters contemplated herein have been negotiated between both of the parties and their respective legal counsel and that both parties have participated in the drafting and preparation of this Agreement from the commencement of negotiations at all times through execution. Therefore, the parties agree that this Agreement will be interpreted and construed without reference to any rule requiring that this Agreement be interpreted or construed against the party causing it to be drafted.
Participation of Parties. Promptly following the Applicable NEP Verification Date, Seller and Company shall provide the OEPR Evaluator with such data from the OEPR Period of Record as they consider to be material to the preparation of the OEPR. Seller and Company shall also provide such additional data and information as the OEPR Evaluator may reasonably request. The Parties shall assist the OEPR Evaluator throughout the process of preparing the OEPR, including making key personnel and records available to the OEPR Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the OEPR Evaluator will have the right to conduct meetings, hearings or oral arguments in which both Parties are represented. Seller and Company shall have forty-five (45) Days from issuance of the draft OEPR Report to review and provide feedback to the OEPR Evaluator on such report.
Participation of Parties. Promptly following the issuance of a Submission Notice as provided in Section_2(e) (Appointment of Independent AF Evaluator) of this Attachment T (Monthly Reporting and Dispute Resolution by Independent AF Evaluator), Seller and Company shall provide the Independent AF Evaluator which such data as they consider to be material to the resolution of the disputed issue(s). Seller and Company shall also provide such additional data and information as the Independent AF Evaluator may reasonably request. The Parties shall assist the Independent AF Evaluator throughout the process of resolving such dispute, including making key personnel and records available to the Independent AF Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent AF Evaluator will have the right to conduct meetings, hearing or oral arguments in which both Parties are represented.
Participation of Parties. Promptly following the issuance of a Submission Notice as provided in Section 2(c) (Appointment of Independent Evaluator) of this Attachment S (Quarterly Reporting and Dispute Resolution by Independent Evaluator), Seller and Company shall provide the Independent Evaluator which such data as they consider to be material to the resolution of the disputed issue(s). Seller and Company shall also provide such additional data and information as the Independent Evaluator may reasonably request. The Parties shall assist the Independent Evaluator throughout the process of resolving such dispute, including making key personnel and records available to the Independent Evaluator, but neither Party shall be entitled to participate in any meetings with personnel of the other Party or review of the other Party's records. However, the Independent Evaluator will have the right to conduct meetings, hearing or oral arguments in which both Parties are represented.
Participation of Parties. AEC, in consultation with Incineco, shall determine which Projects the Partnership will bid on and what the bid price and other terms shall be. Incineco and AEC shall provide all services necessary to support the Partnership in the bidding of Projects, and all costs and expenses they may incur in doing so shall constitute Incineco Development Expenses and AEC Development Expenses respectively.
Participation of Parties. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly and no presumption or burden of proof shall arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
Participation of Parties. The parties hereto acknowledge that this Agreement and all matters contemplated herein, have been negotiated among all parties hereto and their respective legal counsel and that all such parties have participated in the drafting and preparation of this Agreement from the commencement of negotiations at all times through the execution hereof. The rules of construction with the "presumption against the drafter" are not applicable as all parties participated in drafting. /S/9.11 Further Assurances ------------------ The parties hereto shall deliver any and all other instruments or documents required to be delivered pursuant to, or take such other action required to be taken, or necessary or proper in order to give effect to, all of the terms and provisions of this Agreement including, without limitation, all necessary instruments of assignment and transfer and such other documents as may be necessary or desirable to transfer ownership of the Purchased Stock. /S/9.12 Arbitration ----------- Any dispute, controversy or claim arising hereunder between the parties shall be settled by arbitration in Albany, New York, in accordance with the commercial rules of the American Arbitration Association, by an arbitration panel consisting of three members, and judgment upon any such arbitration award rendered by the arbitrators may be entered in any court of competent jurisdiction. Such arbitrators shall have knowledge and expertise in the subject matter of the arbitration proceeding. Each of the parties and the arbitrators shall use its best efforts to keep confidential the existence of any dispute and arbitration proceedings and all information relating thereto or submitted in connection therewith and, in the event of judicial proceedings for the enforcement of this paragraph or any award pursuant thereto, shall cooperate to seal the record of any such arbitration or judicial proceeding. Each party to any arbitration shall bear its own expenses in relation thereto, including but not limited to such party's attorneys' fees, if any; provided however that the expenses and fees of the arbitration not capable of being attributed to any one party shall be borne half by the Seller and half by the Purchasers.
Participation of Parties. The Parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated among the Parties and that the Parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement. This Agreement is available for LATAM’s consideration until February 28, 2014. Should LATAM agree to the terms and conditions set forth in this Agreement, LATAM should so indicate by having an authorized official of LATAM sign both duplicate originals and return them to Xxxxxx Xxxx, Commercial Manager, at 000 Xxxx Xxxxxx, M/S 000-00, Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000, XXX, by February 28, 2014. Upon execution, this Agreement will become a legal, valid and binding contract. After acceptance by Xxxxx & Whitney, Xxxxx & Xxxxxxx will return one (1) fully executed duplicate original Agreement to LATAM. The Parties agree that facsimile signatures will be deemed to be of the same force and effect as an original executed document. If executed by facsimile, the Parties agree to provide original signature pages upon request. Xxxxx & Whitney Proprietary - Subject to the Restrictions on the Front Page This document does not contain any technical data subject to the ITAR or the EAR. “[* * *]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
Participation of Parties. The Parties hereto acknowledge that this Agreement and all matters contemplated herein have been negotiated between the Parties and that the Parties have, from the commencement of negotiations to the execution hereof, participated in the drafting and preparation of this Agreement. No provision of this Agreement will be interpreted in favor of, or against, either of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof. Facsimile or electronically transmitted signatures will be deemed to be of the same force and effect as an original executed document. If executed by facsimile or electronic transmission, the Parties agree to provide original signature pages upon request.
