PROVIDED HEREIN OR IN
ANY OTHER ALLIANCE AGREEMENT, EACH PARTY SHALL BEAR ALL OUT-OF-POCKET COSTS AND
EXPENSES INCURRED BY IT IN CONNECTION WITH THE ALLIANCE, INCLUDING:
(A)
ALL ATTORNEYS', ACCOUNTANTS', INVESTMENT ADVISORS' AND CONSULTANTS' FEES
AND EXPENSES; AND
(B)
ALL TAXES (INCLUDING WITHHOLDING OR PAYMENT OF ALL APPLICABLE FEDERAL,
STATE AND LOCAL INCOME TAXES, SOCIAL SECURITY TAXES AND OTHER PAYROLL TAXES WITH
RESPECT TO ITS EMPLOYEES, AS WELL AS ANY TAXES, CONTRIBUTIONS OR OTHER
OBLIGATIONS IMPOSED BY APPLICABLE STATE UNEMPLOYMENT OR WORKERS' COMPENSATION
ACTS), FEES, ASSESSMENTS AND OTHER CHARGES ASSESSED BY ANY GOVERNMENTAL
AUTHORITY IN CONNECTION THEREWITH.
SECTION 12.06.
CONSTRUCTION.
THIS AGREEMENT AND THE OTHER ALLIANCE AGREEMENTS
HAVE BEEN NEGOTIATED BY THE PARTIES AND THEIR RESPECTIVE COUNSEL AND SHALL BE
FAIRLY INTERPRETED IN ACCORDANCE WITH ITS TERMS AND WITHOUT ANY STRICT
CONSTRUCTION IN FAVOR OF OR AGAINST EITHER OF THE PARTIES.
SECTION 12.07.
LANGUAGE.
THE PARTIES HAVE NEGOTIATED THIS AGREEMENT IN THE
ENGLISH LANGUAGE, WHICH SHALL BE THE GOVERNING LANGUAGE OF THIS AGREEMENT.
SECTION 12.08.
RELATIONSHIP OF THE PARTIES.
EXCEPT FOR PROVISIONS HEREIN
EXPRESSLY AUTHORIZING ONE PARTY TO ACT FOR ANOTHER, THIS AGREEMENT AND THE OTHER
ALLIANCE AGREEMENTS SHALL NOT CONSTITUTE ANY PARTY AS A LEGAL REPRESENTATIVE OR
AGENT OF ANY OTHER PARTY, NOR SHALL A PARTY HAVE THE RIGHT OR AUTHORITY TO
ASSUME, CREATE OR INCUR ANY LIABILITY OF ANY KIND, EXPRESSED OR IMPLIED, AGAINST
OR IN THE NAME OR ON BEHALF OF THE OTHER PARTY OR ANY OF ITS AFFILIATES.
THE
PARTIES SHALL PERFORM THEIR OBLIGATIONS UNDER THE ALLIANCE AGREEMENTS AS
INDEPENDENT CONTRACTORS AND NOTHING CONTAINED IN THIS AGREEMENT OR ANY OTHER
ALLIANCE AGREEMENT IS INTENDED TO, OR SHALL BE DEEMED TO, CREATE A PARTNERSHIP
OR JOINT VENTURE RELATIONSHIP AMONG THE PARTIES OR ANY OF THEIR AFFILIATES FOR
ANY PURPOSE, INCLUDING TAX PURPOSES.
EACH PARTY HAS SOLE AUTHORITY AND
RESPONSIBILITY TO HIRE, FIRE AND OTHERWISE CONTROL ITS EMPLOYEES.
NEITHER OF
THE PARTIES NOR ANY OF THEIR RESPECTIVE AFFILIATES WILL TAKE A POSITION CONTRARY
TO THE FOREGOING.
SECTION 12.09.
ENTIRE AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER ALLIANCE AGREEMENTS SET FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE
ALL PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER PRIOR COMMUNICATIONS
BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF.
SECTION 12.10.
FORCE MAJEURE.
NEITHER PARTY WILL BE CONSIDERED IN DEFAULT OR
LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY PROVISION OF THIS AGREEMENT OR
ANY OF THE OTHER ALLIANCE AGREEMENTS IF SUCH DELAY OR FAILURE ARISES DIRECTLY OR
INDIRECTLY OUT OF AN ACT OF GOD, ACTS OF THE PUBLIC ENEMY, FREIGHT EMBARGOES,
QUARANTINE RESTRICTIONS, UNUSUALLY SEVERE WEATHER CONDITIONS, INSURRECTION, RIOT
OR OTHER SUCH CAUSES BEYOND THE REASONABLE CONTROL OF THE PARTY RESPONSIBLE FOR
THE DELAY OR FAILURE TO PERFORM; PROVIDED THAT THE PARTY THAT HAS FAILED TO
PERFORM FOR SUCH REASON NOTIFIES THE OTHER PARTY WITHIN 15
37
DAYS OF THE OCCURRENCE; AND PROVIDED, FURTHER, THAT THE PARTY AFFECTED BY SUCH
DELAY IS