DISPUTE WITHIN 30 DAYS FROM THE TIME ONE
PARTY HAS GIVEN NOTICE OF THE DISPUTE TO THE OTHER PARTY, BY DISCUSSIONS BETWEEN
THE PARTIES.
IF THE DISPUTE CANNOT BE SETTLED WITHIN SUCH 30 DAY PERIOD, THEN
THE MATTER MAY BE REFERRED BY EITHER PARTY TO ARBITRATION IN ACCORDANCE WITH
CLAUSE 15(C), UNLESS THE PARTIES OTHERWISE AGREE IN WRITING.
(C)
ANY CLAIM, DISPUTE OR DIFFERENCE OF ANY
KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT (INCLUDING,
WITHOUT LIMITATION, ANY QUESTION REGARDING ITS EXISTENCE, VALIDITY OR
TERMINATION) BETWEEN THE PARTIES MUST BE REFERRED TO AND FINALLY RESOLVED BY
ARBITRATION IN NEW YORK CITY.
SUCH ARBITRATION WILL BE DECIDED BY THREE
ARBITRATORS APPOINTED IN ACCORDANCE WITH AND OTHERWISE PURSUANT TO THE AMERICAN
ARBITRATION ASSOCIATION RULES FROM TIME TO TIME IN FORCE.
THOSE RULES ARE
DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS CLAUSE INSOFAR AS THEY DO NOT
CONFLICT WITH ITS EXPRESS PROVISIONS.
THE DECISION AND THE AWARD WILL BE FINAL
AND BINDING ON THE PARTIES AND WILL BE TO THE EXCLUSION OF ANY COURT REVIEW AS
TO ANY SUBSTANTIVE MATTER.
JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT
HAVING JURISDICTION.
16.
NOTICES
(A)
ALL NOTICES REQUIRED HEREUNDER MUST BE IN
WRITING AND MAY BE SENT BY FACSIMILE OR MUTUALLY ACCEPTABLE ELECTRONIC MEANS, A
NATIONALLY RECOGNISED OVERNIGHT COURIER SERVICE, FIRST CLASS MAIL (CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED) OR HAND DELIVERED.
SUCH NOTICE WILL
BE DEEMED TO HAVE BEEN GIVEN ON THE DATE OF RECEIPT THEREOF BY THE PARTY
RECEIVING SUCH NOTICE.
ANY PARTY MAY CHANGE ITS ADDRESS UPON THREE BANKING
DAYS' NOTICE TO THE OTHER PARTY.
(B)
ADDRESSES AND FACSIMILE NUMBERS FOR NOTICES,
COMMUNICATIONS, AND STATEMENTS WILL BE AS FOLLOWS:
Seller's details:
ITOCHU Petroleum Co. (Hong
Kong), Ltd.
% TOKFT
ITOCHU Corporation Building
5-1, Kita-Aoyama 2-chome
Minato-ku
Tokyo 107-8077
Japan
Attention: Michael Yoshioka
Fax: +81 3497 6514
19
Buyer's details:
Hawaiian Airlines, Inc.
3375 Koapaka Street
Suite G-350
Honolulu
Hawaii 96819
United States of America
Attention:
Christine R. Deister,
Executive Vice President,
Chief Financial Officer
and Treasurer
Fax: (808) 835-3699
17.
MISCELLANEOUS
(A)
THIS CONTRACT WILL BE BINDING UPON AND WILL
INURE TO THE BENEFIT OF THE PARTIES HERETO. DESPITE THE FOREGOING NEITHER PARTY
MAY TRANSFER, ASSIGN THIS CONTRACT OR ITS RIGHTS AND OBLIGATIONS IN FULL OR PART
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, SUCH CONSENT MAY
NOT BE UNREASONABLY WITHHELD.
(B)
THIS CONTRACT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES RELATING TO ITS SUBJECT MATTER.
EACH PARTY
ACKNOWLEDGES AND AGREES THAT IN ENTERING INTO THE AGREEMENT, IT IS NOT RELYING
ON AND WILL HAVE NO RIGHT OF ACTION AGAINST ANY OTHER PARTY TO THIS CONTRACT IN
RESPECT OF ANY PRE-CONTRACTUAL REPRESENTATION WHICH IS NOT EXPRESSLY SET OUT IN
THIS CONTRACT.
FOR THE PURPOSES OF THIS CLAUSE 17(B), "PRE-CONTRACTUAL
REPRESENTATION" MEANS ANY AGREEMENT, ARRANGEMENT, ASSURANCE, DRAFT DOCUMENT,
PROMISE, UNDERTAKING, REPRESENTATION OR WARRANTY OF ANY PERSON WHETHER OR NOT IN
WRITING MADE OR GIVEN BY ANY PERSON PRIOR TO EXECUTION OF THIS