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LIABLE TO THE OTHER PARTY OR ITS EMPLOYEES, OFFICERS, DIRECTORS,
<br />MEMBERS, MANAGERS, FACILITY OWNERS, LENDERS AND AFFILIATES FOR ANY
<br />SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR
<br />DAMAGES FOR LOST REVENUE OR LOST PROFITS, WHETHER FORESEEABLE OR
<br />NOT, ARISING OUT OF OR IN CONNECTION WITH SUCH PARTY'S PERFORMANCE
<br />OR FAILURE TO PERFORM ITS RESPECTIVE OBLIGATIONS HEREUNDER,
<br />INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE (WHETHER
<br />ARISING OUT OF TRANSMISSION INTERRUPTIONS OR PROBLEMS, ANY
<br />INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), OR CLAIMS OF
<br />CUSTOMERS WHETHER OCCASIONED BY ANY OBLIGATIONS PERFORMED BY, OR
<br />FAILED TO BE PERFORMED BY, THE OTHER PARTY OR ANY OTHER CAUSE
<br />WHATSOEVER, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY,
<br />NEGLIGENCE, OR STRICT LIABILITY, ALL CLAIMS FOR WHICH DAMAGES ARE
<br />HEREBY SPECIFICALLY WAIVED.
<br />Section 10. Taxes and Government Fees. The obligations of the Parties with respect to
<br />reporting, filing, and paying any and all sales, use, income, gross receipts, excise, transfer, ad
<br />valorem, or other taxes, and any and all regulatory charges or fees, franchise fees or similar fees
<br />properly assessed against them will be as set forth in the Fiber Facilities Agreement.
<br />Section 11. Eminent Domain. The rights and obligations of the Parties with respect to any
<br />acquisition of the OneCommunity Fibers and/or the Additional Fibers by eminent domain,
<br />nationalization, or expropriation will be as set forth in the Fiber Facilities Agreement.
<br />Section 12. Miscellaneous
<br />12.1 Entire Agreement. This Agreement, together with all exhibits, notices, appendices and
<br />any jointly executed written supplements attached hereto or referenced herein, all of which are
<br />hereby incorporated by reference herein, represent the entire Agreement contemplated by the
<br />Parties with respect to the IRU granted to OneCommunity by the Village, and supersede all prior
<br />oral or written agreements, representations, statements, negotiations, understandings, proposals,
<br />and undertakings with respect to the subject matter thereof; provided, however, that this
<br />Agreement does not affect the terms and conditions of the Fiber Facilities Agreement. It is
<br />understood and agreed by the Parties that there are no verbal promises or implied promises,
<br />agreements, stipulations or other representations of any kind or character pertaining to the IRU
<br />other than as set forth herein and in the Fiber Facilities Agreement.
<br />12.2 Relationship of the Parties. Each Party is an independent contractor and neither Party is
<br />-authorized to act as an agent for, or legal representative of, the other Party. Neither Party will
<br />have authority to make a contract, agreement, warranty, or representation on behalf of the other
<br />Party, or to assume or create any obligation, express or implied, on behalf of, in the name of, or
<br />binding upon, the other Party. The Parties agree that this Agreement does not create a fiduciary
<br />relationship between the Parties.
<br />12.3 Notice. Any notice under this Agreement will be in writing and be delivered in person or
<br />by public or private courier service (including U.S. Postal Service Express Mail and Federal
<br />Express) or certified mail or by facsimile. Any notice given by certified mail will be sent with
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