A
RESULT OF THE ARBITRATION PROCEEDING.
(H)
HEADINGS.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL SECTIONS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A PART OF
THIS AGREEMENT.
8
(I)
INTERPRETATION.
ALL PRONOUNS AND ANY VARIATIONS THEREOF REFER TO
THE MASCULINE, FEMININE OR NEUTER, SINGULAR OR PLURAL, AS THE CONTEXT MAY
REQUIRE.
ALL TERMS DEFINED IN THIS AGREEMENT IN ONE FORM HAVE CORRELATIVE
MEANINGS WHEN USED HEREIN IN ANY OTHER FORM.
ANY CAPITALIZED TERMS USED IN ANY
EXHIBIT BUT NOT OTHERWISE DEFINED THEREIN SHALL HAVE THE MEANING AS DEFINED IN
THIS AGREEMENT.
ANY CAPITALIZED TERMS USED HEREIN OR IN ANY EXHIBIT BUT NOT
OTHERWISE DEFINED HEREIN OR THEREIN SHALL HAVE THE MEANING AS DEFINED IN THE
SPA.
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO A SECTION OR EXHIBIT, SUCH
REFERENCE SHALL BE TO A SECTION OF, OR AN EXHIBIT TO, THIS AGREEMENT UNLESS
OTHERWISE INDICATED.
FOR ALL PURPOSES HEREOF, THE TERMS "INCLUDE", "INCLUDES"
AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT
LIMITATION".
(J)
SUCCESSORS.
THIS AGREEMENT AND ALL OF THE PROVISIONS HEREOF
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(K)
THIRD PARTIES.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NOTHING
HEREIN EXPRESSED OR IMPLIED IS INTENDED OR SHALL BE CONSTRUED TO CONFER UPON OR
GIVE ANY PERSON, OTHER THAN THE PARTIES HERETO AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
(L)
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE
DECLARED BY ANY COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE OTHER PROVISIONS SHALL NOT BE AFFECTED BY SUCH
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY, BUT SHALL REMAIN IN FULL FORCE AND
EFFECT.
(M)
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME
INSTRUMENT AND EACH OF WHICH SHALL BE DEEMED AN ORIGINAL.
THIS AGREEMENT SHALL
BECOME EFFECTIVE WHEN EACH PARTY HERETO SHALL HAVE RECEIVED COUNTERPARTS HEREOF
SIGNED BY ALL OF THE OTHER PARTIES HERETO.
[Remainder of page intentionally left blank]
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their authorized agents as of the date first above written.
LICENSOR:
[XYZ]
Officer Name
Signature
Title
Date
STEAMBOAT SKI AND RESORT
CORPORATION
Officer Name
Signature
Title
Date
LICENSEES:
AMERICAN SKIING COMPANY
Officer Name
Signature
Title
Date
10
EXHIBIT A
Software, Documentation, Materials, and Processing Units
CORIS
CORIS 4.0422
Software:
Coris Feature/Functionality Overview
Sales Agent
CORIS Training Manual
RoboHelp Sales Agent Online User Reference Guide
Quick Help Guide to Reservation Status
Property Sales Vendor User Guide
Keyboard Function Guide
Accounting
Accounting Training Manual
Accounting Report Guide
Accounting Definitions
Accounting Transaction Model
Reconciliation Procedures
Process Maps
Task Documentation
Accounting
Fulfillment
Product Maintenance
Interface User Guides
WRMS
Software: WRMS Executive Summary
Documentation
·
Getting Started Guide
·
Requestor User Guide
·
Provider User Guide
11
EXHIBIT