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dispute. If they are unable to do so, they shall prepare ajoint
<br />report detailing the reasons for the dispute and each Party's
<br />position, and shall deliver the report nithin five (5) business
<br />days after their meeting to is senior executive nithin each
<br />company, selected by the respective representatives. The
<br />senior executives shall meet, by conference call or in person,
<br />within but (10) calendar days from delivc, of the reports, in
<br />an effort to 'resolve the dispute. If the senior executives
<br />cannot resolve thedispute nithin thirty (30) days afie receipt
<br />of the reports, then either Party may institute arbitration as
<br />hereinafter set forth
<br />182 Arbitration. In the event any dispute, controversy or claim
<br />arising out of or relating to this Agreement is not settled
<br />behveen the Parties pursuant to SECTION I81 hereof, both
<br />Parties agree to submit to binding arbitration upon demand
<br />by either Party. The arbitration shall be conducted in
<br />Cleveland, Ohio by a mediation and arbitration service
<br />agreed to by the Parties (if the Parties fail to agree upon is
<br />mediation and arbitration service within thirty (30) days after
<br />is demand for arbitration is made, either Party may petition a
<br />court having jurisdiction to appoint such a mediation and
<br />arbitration service), in accordance with the Expedited
<br />Procedures of the American Arbitration Association's
<br />Commercial Arbitration Rules and Mediation Procedures (the
<br />"Rules") except that the Parties shall naive any rule requiring
<br />Grantee to keep confidential any record that would otheovise
<br />be a public record under the Ohio Public Records Act. A
<br />single arbitrator experienced in telecommunications,
<br />corporate or commercial real estate law shall be selected in
<br />accordance with, and shall conduct the arbitration according
<br />to, the Rules, and the decision ofthe arbitrator shall be final
<br />and binding on both Parties, and any award thereon may be
<br />entered and enforced in my moil of .mpetent jurisdiction.
<br />The arbitrator shot not render a reasoned award unless both
<br />Parties request such an award in waiting prior to appointment
<br />ofthe arbitrator. Both Parties understand that the arbitration
<br />provision set forth abma constitutes a waiver of . Party's
<br />right to a jury trial and constitutes the sole and exclusive
<br />method of resolving all controversies and claims arising out
<br />cfor in anyway related to this Agreement Except as maybe
<br />required by law, neither Party nor the arbitrator shall disclose
<br />the existence, content or results ofany arbitration hereunder.
<br />19.0 GENERAL
<br />19.1 Binding Effect. This Agreement and each of the parties'
<br />respective rights and obligations under this Agreement, shall
<br />W binding . word shall inure to the benefit of the parties
<br />hereto and each of their respective permitted su.easors and
<br />assigns.
<br />19.2 ytiat . The failure of either Party hereto to enforce any of
<br />the provisions of this Agreement or the waver thereof in any
<br />instance, shall not be construed as a general waiver or
<br />relinquishment on its part of any such provision, but the same shall
<br />nerertheless be and remain in full force arnd effect
<br />193 Governing Caw. This Agreement shall be governed by and
<br />construed in accordance with the domestic laws of the State
<br />of Ohio, without reference to its choice of law principles.
<br />19.4 Rules of Construdiom The captions or headings in this
<br />Agreement are strictly for convenience and shall not be
<br />considered in interpreting this Agreement or az amplifying or
<br />limiting any of its content Wards in this Agreement xfiich
<br />import the singular connotation shall be interpreted as plural,
<br />and words wbich import the plural connotation shall be
<br />everstream
<br />imerpreted as singular, as the idemity of the parties w objects
<br />referred to may require.
<br />19.4.1 Unless expressly defined herein, words having wall
<br />known technical or trade meanings shall be so trimmed .
<br />All listing of items shall not be taken to be exclusive, but
<br />shall include other items, xfiether similar or dissimilar to
<br />those listed,. the ..text reasonably requires.
<br />19A.2 Except as set forth to the contrary herein, any righter
<br />remedy of GRANTEE or GRANTOR shall be
<br />cumulative and without prejudice to any other right or
<br />remedy, whether contained herein or Trot.
<br />19.4 .3 Nothing in this Agreement is intended to provide any
<br />legal rights to anyone not an executing Party of this
<br />Agreement.
<br />19.4.4 This Agreement has been fully negotiated behveen and
<br />jointly drafted by the Parties.
<br />19.4.5 All actions, activities, ..vents, approvals and other
<br />undertakings of the parties in this Agreement shall be
<br />performed in a reasonable and timely mart.,,, it being
<br />c.xpmssly acknoxdedged and understood that time is of
<br />the essence in the performance of obligations required to
<br />he performed by a date expressly specified herein.
<br />Except as specifically set forth herein, for the purpose of
<br />this Agreement, the standards and practices of
<br />Nafwormae within the tel.ommunications industry in
<br />the relevant market shall be the measure of a Party's
<br />perfmmartce.
<br />19.5 Entire A cement This Agreement constitutes the entire and
<br />final agreement and understanding behvcen the parties with
<br />respect to the subject matter hereof and supersedes all prior
<br />agreements relating to the subject matter hereof, xfiich are of
<br />no further force or effect The Exhibits refired to herein are
<br />integral parts hereof and are hereby made a part of this
<br />Agreement To the extent that any of the previsions of any
<br />Exhibit hereto are inconsistent with the express terms of this
<br />Agreement, the terms of this Agreement shall prevail. This
<br />Agreement may only be modified or supplemented by an
<br />instrument in writing execmed by each Party and delivered to
<br />the Party relying on the writing.
<br />196 Each action orclaim againstany Pany
<br />arising under or relating to this Agreement shall be made
<br />only against such Party as a corporation, and any liability
<br />relating thereto shall W enforceable only against the
<br />.rporaze assets of such Party. No Party shall seek to pierce
<br />the corporate veil or otherwise seek to impose any liability
<br />relating to, or arising from, this Agreement against any
<br />shandmIdew employee, ofiicer or director of the other Party.
<br />Each of mch persons is an intended benef ci avy ofthe mutual
<br />promises set forth in this SECTION and shall be entitled to
<br />enforce the obligations of this SECTION.
<br />19] Recommlin of the Me The relationship behveen
<br />GRANTEE and GRA NTOR shall not be that of partners,
<br />agents, or joint venturers for one another, and nothing
<br />contained in this Agreement shall be deemed to constitute a
<br />partnership or agency agreement behveen them for any
<br />purposes, including, but not limited to federal income tax
<br />purposes. GRANTEE and GRANTOR, in pedouning any of
<br />their obligations hereunder, shall be independent contractors
<br />or independent parties and shall discharge their contractual
<br />Obligations at their owm risk subject, however, to the terms
<br />and conditions hereof.
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