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Personal data protection
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To the full extent permissible by applicable law, HolidayLogin.com disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. HolidayLogin.com will not be responsible or liable for (a) any damages to or viruses that may infect user’s computer equipment or other property as the result of your access to, use of or browsing in this site or downloading of any content, information, materials, data, text, images, video or audio from this site or (b) any injury, loss, claim, damage, or any special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings) that arises out of or is in any way connected with any use of this site.
HolidayLogin.com may modify these Legal Notes, at any time, by posting a notice on this website at least thirty (30) days before any modification becomes effective. Continued use of this site, following the posting of a notice of any modification, will be considered as the acceptance of the modified Legal Notes.
A. The following constitutes the applicable Party’s “Confidential Information”: the signed agreement together with the Schedules attached hereto; any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party’s current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party’s customers, suppliers, dealers, agents or employees and such Party’s relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing.
All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated.
B. Each Party shall:
- Not disclose any Confidential Information to any person except to its employees or authorized agents who have a “need to know” to enable the Party to fulfill its obligations hereunder, except with the other Party’s specific prior written authorization;
- Advise each such employee or agent before he or she receives direct or indirect access to such Confidential Information of the obligations of the Party under the signed Agreement, and ensure that each such person to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement which extends the Party’s obligations hereunder to such person;
- Take strict precautions, at a minimum those as the Party affords its own most secret or highly confidential information, to safeguard and protect from direct or indirect disclosure to any other person all Confidential Information disclosed to it by the other Party, or otherwise received by it; and Immediately return to the other Party or, upon the other Party’s written request destroy, all tangible materials concerning Confidential Information, including, but not limited, to memoranda, notes, reports, agreements, documents, drawings, hardware, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party.
- The foregoing obligations shall not apply to Confidential Information:
- That becomes publicly known through no act of the receiving Party contrary to the signed Agreement;
- That is received in good faith by a Party from a third party having legitimate possession of the information disclosed and the right to make such disclosure;
- That was in the receiving Party’s legitimate possession prior to disclosure hereunder;
- That is approved for disclosure by express written approval of the disclosing Party; or
- That is disclosed pursuant to a legal requirement.
- Disclosure of any information at the request of Courts or Tribunals
- Information referring to economic data or any other kind that must be submitted to the State, local or autonomous authorities due to tax or labor requirements and administrative contracts.
C. Neither Party shall disclose the existence or the contents of the signed Agreement to any third party or use it for publicity purposes without the prior written consent of the other, unless such disclosure is required by law. HL GROUP has the CLIENT’s consent to use its name in serial listings of HL GROUP’s CLIENTs. Specific written authorization must be obtained from the CLIENT to use its name for any other purpose.
D. The parties acknowledge that certain personal information of the CLIENT’s employees (and any other persons associated with the CLIENT who will be traveling pursuant to the Services being provided herein) will be collected, held and used by HL GROUP for the purposes of providing the Services. The CLIENT confirms that it has obtained or will obtain the consent of such employees and persons for the collection, holding and use of such personal information by HL GROUP for the purpose of enabling HL GROUP to provide the Services. HL GROUP shall take all appropriate technical and organizational measures to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such personal information.
E. The CLIENT undertakes to fulfil these confidentiality commitments from the date which the agreement is signed and to continue to do so whether the relationship between the parties is in force or not.
F. Should the CLIENT or any of its employees, agents, suppliers or representatives conceive any invention, innovation, discovery, computer program, process, technique or the like, as a result of observing or having access to the Confidential Information, the CLIENT agrees to assign or to have assigned, said invention, innovation, discovery, computer program, technique or the like, to HL GROUP.
LIMITATION OF LIABILITY
- HL GROUP, in providing Services pursuant to the signed Agreement, shall not be responsible or liable for any acts, errors, omissions, delays, missed connections, accidents, losses, injuries, deaths, property damage, or any indirect or consequential damages resulting therefrom, which may be the result of action, inaction, default or insolvency of any airline, hotel, car supplier, other third party goods or service suppliers except in the case of negligence or misconduct by HL GROUP.
HL GROUP does not give any representation or warranty with respect to any aspect of any third party supplier’s services. In the event of a supplier’s default with respect to all or any part of such supplier’s services, The CLIENT’s sole recourse shall be with the supplier, and shall be subject to said supplier’s own terms and conditions.
- In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including, without limitation, loss of revenue or loss of profits, for any reason whatsoever arising under the signed Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort, civil liability or otherwise.
- In all events, HL GROUP’s absolute liability under, or in any way related to the signed Agreement, whether arising out of breach of warranty, breach of condition, breach of contract, tort or otherwise, shall be limited to the US Dollar value of the fees earned by HL GROUP under the signed Agreement, as provided in Schedule B, attached hereto.
- HL Group Shall not be liable for the behavior of its final consumers in the event of abnormal behavior, vandalism or misconduct. In this case, HL GROUP and/or the service supplier reserve the right to automatically cancel final consumer stay or reservations with no right of the final consumer to any compensation whatsoever.
- HL Group Shall not be held liable for any issues arising in anyways in connection with any breach of the signed agreement or it’s schedules by or on behalf of the CLIENT (whether or not the signed Agreement has been terminated).
- Notwithstanding the above HL GROUP’s entire liability under the signed Agreement, whether in contract, tort (including breach of statutory duty), or otherwise shall not exceed the sums paid by the CLIENT to HL GROUP for the specific services in question.
- Neither party shall be liable for any indirect, special or consequential loss, including economic loss, which term shall include, but not be limited to, loss of profits, loss of use of profits, business, revenue, goodwill or anticipated savings.
- All complaints relating to Travel Inventory shall be reported to the service supplier (i.e., hotel, rental car company, etc.) during use of service whenever possible. HL GROUP shall not be liable for any issue that could have been resolved during the Consumer’s use of Travel Inventory if the service supplier had been put on notice of the issue by Consumer and/or CLIENT.
- Issues that are not resolved during use of service may be sent by an email to the Sales team, logging of complaints must occur within fifteen (15) days of the actual or planned use of travel. CLIENT acknowledges that complaints made after the use of Travel Inventory may have limited or no resolution.
- CLIENT acknowledges that hotels undergo renovation from time to time. If a hotel is undergoing renovations while a guest is resident in the hotel, Consumer and CLIENT are not entitled to a refund. HL GROUP will use reasonable efforts to inform CLIENT of any renovation work, provided that HL GROUP is specifically advised of said renovation work with sufficient advance notice. HL GROUP shall not be financially liable for complaints relating to renovations that extend beyond the date originally advised by HL GROUP.
- Service suppliers (such as Hotels, Transfer Providers, Airlines) on this site are independent businesses and are not agents or employees of HL GROUP or its affiliates. These independent businesses provide the services in accordance with their own Terms and Conditions which may limit or exclude their liability to the CLIENT or the final consumer. HL GROUP and its affiliates are not liable for any acts, omissions, breaches or negligence of any such independent businesses or any damages or expenses resulting from the aforesaid.
- The information on this platform is posted in good faith but HL GROUP cannot guarantee that it is completely free from inaccuracies and typographical errors and does not accept liability for any error or omission on this platform. Information on the various services is as accurate as possible given that the information is provided by the service supplier.
- In no event shall HL GROUP be liable for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of access to, the use of this Platform and/or XML Integration or any information contained in it or the inability to access to, including loss of profit and the like.
- To the maximum extent permitted by law, HL GROUP disclaims all implied warranties with regard to the information, services and materials contained on this XML Integration. All such information, services and materials are provided “as is” and “as available” without warranty of any kind.
- HL GROUP shall not be held liable for any alteration, loss, mishandling and/or unauthorized access to the personal data under PDPR, done by HL GROUP’s Suppliers, Service Providers or the CLIENT.
Subject of Agreement
CULLUC GROUP shall provide the CLIENT access to CULLUC GROUP’s travel inventory database under this Agreement on a non-exclusive, non-assignable, limited basis, all in accordance with this Agreement (“Service“).
CULLUC GROUP, in its sole discretion, reserves the right to, without notice, add, remove, cease providing or otherwise implement any change in or to its Travel Inventory for any reason whatsoever without the consent of Client and/or any entities or individuals not a party to this Agreement, including but not limited to, Client’s agents and end-users (“Consumers“). The travel inventory may include hotels, flights, transfers, and attractions and sightseeing (“Travel Inventory“).
CULLUC GROUP reserves the right to determine, in its sole discretion, the rate charged to Client for any and all Travel Inventory plus the applicable taxes, governmental fees, and similar charges imposed by the supplier, minus any Commission, if applicable (“Rate“).
In the event that any new or additional services such as GSA License, XML/API License, Affiliate Platform License are required to be provided by CULLUC GROUP to the CLIENT, a Schedule will be added to this agreement, approved and signed by both parties.
In the event that any schedules added to this agreement, the schedule cannot overpower this agreement in anyways.
The fees and payment for CULLUC GROUP’s Services shall be as specified in Schedule “B” and HolidayLogin.com’s policies, attached hereto, and update in the Holidaylogin.com website.
CLIENT shall be responsible for the payments of XML License, Affiliate License, and GSA licenses provided by CULLUC GROUP to the CLIENT.
Any license fees for licenses provided by CULLUC GROUP to the CLIENT such as XML License, Affiliate License, and GSA licenses are strictly non-refundable.
The CLIENT shall be responsible for all costs and charges, including, without limitation, prepaid ticket charges, rush ticket deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, void processing fees, and penalty fares incurred by it, as well as the cost of lost ticket applications, ticket copies, and ticket usage verifications.
The CLIENT will pay interest on any overdue accounts at a rate of 1.5 % per annum calculated monthly from the due date to the date of payment.
If payment is not received within one (1) day of its due date, access to CULLUC GROUP’s system shall be suspended until full payment is received, provided, however, CULLUC GROUP does not waive its remedies under Clauses 7 and 8 (“Term & Termination”). In addition, upon Client’s failure to make timely payment, CULLUC GROUP reserves the right to temporarily or permanently change and/or eliminate the Direct Bill terms, require prepayment for all current and future bookings, and/or cancel all bookings based upon late payments in addition to other remedies herein. A finance charge equal to the lesser of one and a half percent (1.5%) per annum calculated monthly or the maximum amount allowed by applicable law may be assessed against the Client on all amounts that are past due.
The prices offered to the CLIENT are confidential and may not be disclosed to any third party to this Agreement, including any subsidiary, affiliate, or holding company or any subsidiary of its holding company of the CLIENT.
Prices quoted on CULLUC GROUP are directly generated by the system on daily availability. The CLIENT shall be invoiced according to current prices at the time of online confirmation of reservation and according to the handling fees mentioned in T&C, or in a related email for a specific case.
Block booking of any reservations for future sales is forbidden under any circumstances or at any time. CULLUC GROUP reserves the right to cancel any reservations made for this purpose without liability. As well, the CLIENT hereby commits to not use P&M Travel Techonology’s prices appeared on the HolidayLogin system or XML Integration to contact P&M Travel Techonology’s suppliers disclosing such prices for the purpose of negotiating new rates and/or any other meaning, in this event, the CLIENT shall indemnify CULLUC GROUP will notify the supplier the illicit use of the rates by the CLIENT.
This Agreement shall become effective as of the Effective Date and shall continue for a minimum of one (1) year, after which it shall continue indefinitely unless and until terminated by either Party based on termination regulations stated in the below clause.
The CLIENT shall have the right to terminate or cancel all or part of the Services contemplated by this Agreement or any request for Services on any specific task at any time by giving CULLUC GROUP 6 months’ prior written notice of its intent to so terminate or cancel. If the CLIENT desires to cancel or terminate any or all of CULLUC GROUP’s activities, CULLUC GROUP will assemble and turn over forthwith in an orderly fashion to authorized representatives of the CLIENT the Material, Documentation, including drafts of all write-ups, notes, and other information, materials, and deliverables related to the Services.
If the CLIENT terminates this Agreement before the end of the Initial Term, or the Renewal Term, as the case may be, it shall pay CULLUC GROUP. for Services performed and not previously paid, and any justified irrevocably obligated reasonable expenses for non-cancellable commitments, up to 30 days before the effective date of termination.
If either Party becomes bankrupt or insolvent or if a petition or other proceeding is filed by or against a Party for re-organization, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of a Party’s property and assets or a substantial part thereof, or if a party makes an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of a Party, then such acts shall be considered a default under this Agreement. In such an event, the non-defaulting Party may, at its option, terminate this Agreement upon providing notice in writing to the other Party hereto. This agreement, once such notice is given, shall be terminated forthwith with no further obligation or liability other than for payment of any Services that have, to that date (or future non-refundable or non-cancelable services), been performed by CULLUC GROUP for the CLIENT.
If the CLIENT commits any material breach of its obligations under this Agreement, CULLUC GROUP reserves the right to suspend the client’s account for further investigations and terminate this Agreement immediately at any time without prior written notice to the CLIENT if the breach of its obligations under this Agreement is evidential.
If the CLIENT specifically uses CULLUC GROUP’s prices appeared on the XML interface to contact CULLUC GROUP’s suppliers disclosing such prices for the purpose of negotiating new rates and/or any other meaning, the CLIENT shall indemnify CULLUC GROUP and we will notify the supplier the illicit use of the rates by the CLIENT.
CULLUC GROUP keeps the right to terminate this Agreement immediately if the CLIENT displays or promotes on its site or links to another XML Integration which displays or promotes.
Any pornography or sexually explicit images,
Misleading, abusive, violent, racist, discriminatory, or hate orientated material.
Any materials which infringe or assist others to infringe the intellectual property rights of others.
Libelous statements about a private or public person or organization.
CULLUC GROUP may terminate this Agreement immediately, without prejudice to any remedy it may have, upon notice in the event the CLIENT materially breaches any of its obligations under this Agreement and such breach, (if capable of remedy), is not remedied within 10 days of a written notice, or either party has a receiver or administrative receiver appointed; passes a resolution for winding up; becomes subject to an administrative order; enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on the business.
Upon termination of this Agreement, the CLIENT shall promptly return to CULLUC GROUP or dispose of it in accordance with the other’s instructions all Confidential Information and other data and documents and copies thereof disclosed or supplied to it pursuant or in relation to this Agreement and shall certify in writing to CULLUC GROUP when the same has been completed. Both Parties shall honor any bookings made before the date of termination and, for this purpose, both Parties shall continue to comply with all obligations in this Agreement which are reasonably necessary for the purpose of honoring such booking.
CULLUC GROUP keeps the right to terminate this agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer has jeopardized CULLUC GROUP’s relationship with hotels, suppliers, and/or merchant account providers.
CULLUC GROUP keeps the right to terminate this Agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer is mixed up with any illegal or unlawful activities.
CULLUC GROUP keeps the right to terminate this Agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer is trying to hack/breach security/ misuse of any of the provided services and/or any other acts of sabotage either the system or the reputation of the CULLUC GROUP.
CULLUC GROUP shall:
use its best efforts to make available to the CLIENT the lowest fares available for all arrangements requested by the CLIENT’s employees.
use its best efforts to ensure that third-party providers of the airline, hotel or vehicle services or other third party goods or services suppliers, selected or used by the CLIENT in the provision of Services to the CLIENT hereunder, are solvent and provide high-quality services; and
monitor compliance & report supplier compliance with the CLIENT’s travel policies as communicated to CULLUC GROUP from time to time.
The CLIENT shall:
CLIENT shall comply with the CULLUC GROUP policies, terms, and conditions in effect which might change from time to time and will be updated on the website;
The CLIENT is responsible for ensuring that the General Conditions stated in this Agreement are brought to the attention of, and agreed with, their final consumers, intermediaries, and all other interested parties, prior to entering into any agreement with those parties to which these Terms and Conditions might apply.
Due to the special characteristics of electronic commerce, the CLIENT hereby acknowledges the impossibility of using a hard copy of a handwritten signature for this transaction. Therefore, the CLIENT hereby accepts that there is no need for a hard copy of the handwritten signature and the CLIENT also accepts to be bound by the acceptance of the Terms and Conditions of the CULLUC GROUP upon making the reservation.
The CLIENT is obliged to provide the Retail Agency or, if applicable, the final consumer, the following data:
What is included and not included in the price of services.
The regulations and consequences of a no show by the final consumer at the establishment, of regulations regarding cancellations, annulments, and modifications, as well as of any possible name changes of the commercial name of the reserved service plus the possible existence of stay taxes.
That all the users, without exception (children included) must have current personal and family documentation, either passport or National Identity Document, as required by the country or countries visited.
The bedding type and all extra services (special meals, extra beds, cots/cribs, etc.)
Both parties agree to the CONFIDENTIALITY AND LIMITATION OF LIABILITY terms which are available at our website on page Legal Note.
CULLUC GROUP reserves the right to Update the CONFIDENTIALITY AND LIMITATION OF LIABILITY terms at any time, by posting a notice on the HolidayLogin website at least thirty (30) days before any modification becomes effective. Continued use of the CULLUC GROUP’s services, following the posting of notice of any modification, will be considered acceptance of the modified terms.
REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants to that:
Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder;
The execution of this Agreement by CULLUC GROUP and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between CULLUC GROUP and any third party or a violation of CULLUC GROUP’s legal obligations; and
CULLUC GROUP holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances.
Any notice provided for or permitted in this Agreement shall be in writing, scanned, and sent by email to the provided email addresses in Schedule Q, any notice sent by the CLIENT will not be deemed to have been given unless the CLIENT receives a confirmation of receiving from CULLUC GROUP.
Parties shall communicate via email addresses mentioned in Schedule Q.
CLIENT acknowledges that any violation of the terms of this Agreement would result in damages to CULLUC GROUP which could not be adequately compensated by monetary award alone. In the event of any violation by CLIENT of the terms of this Agreement, including, without limitation, of CULLUC GROUP’s proprietary rights and ownership, and confidentiality provisions, and in addition to all other remedies available at law and at equity, CULLUC GROUP shall inform the client, clarify and discuss and endeavor to resolve the issue accordingly to preserve mutual interests and rights, and in case of failure, CULLUC GROUP shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedies as may be appropriate to ensure compliance of CLIENT with the terms of this Agreement.
Entire Agreement & Amendments
This Agreement, together with the Schedules, hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement excluding schedules shall not be amended or modified in any way except by a written instrument signed by both Parties schedules may be amended or modified from time to time and the CLIENT shall be updated electronically.
Neither Party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld at the other Party’s discretion.
Incorporated by Reference
The Preamble and all Attachments, Schedules and Exhibits attached hereto are hereby incorporated by reference and made a part of this Agreement.
This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia, and the laws of Malaysia are applicable therein. All disputes arising under this Agreement will be referred to the courts of Kuala Lumpur of Federal Territory of Kuala Lumpur, Malaysia which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts.
In case, the dispute is not resolvable via Malaysian courts, any and all disputes arising out of or in connection with this Agreement, including on its conclusion, binding effect, amendment, and termination, shall be resolved by arbitration by a panel of three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber Commerce (the “ICC Rules”) applicable at the commencement of the arbitration.
In the event of any dispute, the Parties hereby agree to make every effort to settle the dispute amicably before reverting to arbitration. An attempt for amicable settlement shall be deemed to have failed if one of the Parties to this Agreement so notifies the other Party or if one of the Parties serves a written notice (the “Arbitration Notice”) to the other Party that it intends to resolve the dispute by arbitration.
The first arbitrator shall be nominated for appointment by the Party initiating the arbitration proceedings in its request for arbitration. The second arbitrator shall be nominated for appointment by the other Party within twenty (20) days of the date on which that Party received the request for arbitration. The third arbitrator (who shall act as chairman of the arbitration tribunal) shall be nominated for appointment by the two appointed arbitrators.
The seat of the Arbitral Tribunal shall be Zurich (Switzerland). The procedural law of this place shall apply where the ICC Rules are silent. The proceedings shall be conducted in the English language.
The arbitration award shall be final and binding upon the Parties. The Parties agree that any such award of arbitration may be entered forthwith and enforced in any court of competent jurisdiction.
All references to monetary amounts in this Agreement shall be to [currency] currency.
Unless given prior written consent by the parties, which consent may require a payment to the party, each Party agrees that it will not, during the Initial Term, knowingly solicit or hire any employee of the other party who is directly involved in providing the Services herein.
Absence of presumption
No presumption shall operate in favor of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement.
It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications, and approvals be drawn up in the English language.
The headings and section numbers appearing in this Agreement or any Schedule attached hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement. For the purposes of this Agreement a “day” means any day other than a Saturday, Sunday, or any other day on which CULLUC GROUP is not open for business during its regular business hours at its head office in Federal Territory of Kuala Lumpur.
If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any party or circumstance is, to any extent, invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to the parties or circumstances shall not be affected thereby and shall be separately valid and enforceable to the fullest extent permitted by law.
In the event that any Party hereto is delayed or hindered in the performance of any act required herein by reason of strike, inability to procure materials, failure of power, Pandemics, restrictive governmental law or regulations, riots, insurrection, war, or other reasons of like nature not the fault of such Party, then the performance of such act shall be excused for the period of the delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay, up to a maximum of One (1) month. The provisions of this Force Majeure clause shall not operate to excuse any Party from the payment of any fee or other payment when due.
No waiver by either party of any obligation, restriction, or remedy under this Agreement shall be valid unless by specific written instrument. No acceptance by a Party of any payment by another Party and no failure, refusal, or neglect of any Party to exercise any right under this Agreement or to insist upon full compliance by the other Party with its obligations hereunder, shall constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision.
Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns.
Time of the Essence
Hereof, time shall be of the essence of this Agreement and of each and every part hereof.
This Agreement may be signed in counterparts, and by use of facsimile signatures, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.