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.
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. 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 understand that the other Party may currently or in the in the future be developing information internally, or receiving information from other third Parties that may be similar to Confidential Information of the other Party. Accordingly, nothing in this Agreement will be construed as a representation or inference that the Parties will not develop products or services, or have products or services developed, independent of and that compete with the products or systems contemplated by such Confidential Information; provided such development does not use or disclose Confidential Information disclosed hereunder.
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 undertakes to use its best efforts in order to ensure that the conditions precedent referred to in this Section 3 are fulfilled as soon as practicable.
Each of the Parties undertakes to comply with (and the Pool Members undertake to ensure that the Executive Committee complies with) the Stage 1 Development Policies.
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.
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 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.
