Page 5 bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if FMFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless FMFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which FMFS may sustain or incur or which may be asserted against FMFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to FMFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to FMFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to FMFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. FMFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by FMFS as a result of FMFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, FMFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond FMFS's control. FMFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of FMFS. FMFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is availabl...
Page 5 consistent with the features and functions defined in the Product Schedule and in accordance with Corillian's instructions, (ii) the Products are altered or modified by Client without the written approval of Corillian, (iii) if the Products do not perform because data communication is interrupted by the action or inaction of Client or a third party; or (iv) any other cause within the reasonable control of Client shall cause the alleged breach.
Page 5. Certification, for settlement purposes only, of a settlement class in the NEVADA STATE ACTION under Nev. R. Civ. P.26(b)(3) conforming to the definition of SETTLEMENT CLASS in Article I of this SETTLEMENT AGREEMENT. This contemplated stipulation is conditional and shall be null and void in the event this SETTLEMENT AGREEMENT is not approved by both the NEVADA STATE COURT and the BANKRUPTCY COURT pursuant to the provisions of Article III, Paragraph 4. This stipulation to the certification of a SETTLEMENT CLASS shall also be null and void if more than two hundred and fifty (250) potential SETTLEMENT CLASS members opt out of the SETTLEMENT CLASS certified in the NEVADA STATE ACTION. In the event that certification becomes null and void due to the provisions of this paragraph, GRAND and STUPAK will be deemed to have preserved all their rights to challenge any further attempt to certify a class in the NEVADA STATE ACTION. Limited stay of the NEVADA STATE ACTION and the tolling of all discovery and other deadlines. Any party hereto may act to lift the stay after ten (10) days of providing written notice to the other parties that settlement efforts have failed. Referral by the NEVADA STATE COURT to the BANKRUPTCY COURT of the initial determination of the following with respect to the NEVADA STATE ACTION. pre-approval of the settlement contemplated by this SETTLEMENT AGREEMENT. adequacy and method of notice to potential members of the SETTLEMENT CLASS in the NEVADA STATE ACTION. (3) allowing the BANKRUPTCY COURT to conduct a fairness hearing
Page 5. Routine Maintenance charges to IFN. ii) when Sprint Accepts System Segment - [_________________________],Sprint will adjust the charge to IFN for Routine Maintenance to [_______________________________________] per month, for which Sprint's obligation as set forth in Exhibit H is limited to Routine and Demand Maintenance on the Accepted System Segment - [________ _____________] and Accepted System Segment - [___________________].
Page 5. Upon the expiration or earlier termination of the Term, Lessor or its designee shall retain ownership of "par stock" (as such term is generally used within the hotel industry) of Inventory and shall have the option to purchase all Inventory on hand at the Leased Property at the time of such expiration or termination in excess of par stock for a sale price equal to the fair market value of such Inventory.
Page 5 twenty (120) days after APG's acknowledgement of such notice. If Connetics requests a change to a Product Specification, including the manufacturing process, and APG agrees that such change is feasible, such change shall be incorporated within the Product Specification pursuant to a written amendment to this Agreement. Connetics shall be responsible for obtaining any required FDA approval prior to implementation of such a change at Connetics' cost.
Page 5. Agency Agreement Allen Allen & Hemsley -------------------------------------------------------------------------------- shall make payments required to be made by it in respect of the Class A Notes as provided in this clause 3. However, unless and until the full amount of any payment in respect of the Class A Notes required to be made under the Transaction Documents has been made under clause 3.1 to or to the order of the Principal Paying Agent, no Paying Agents shall be bound to make a payment under clause 3 except to the extent that non-payment is caused by fraud, wilful misconduct, negligence or bad faith on the part of that Paying Agent or of any of its directors, officers, employees or servants.