Master Agreement. While conducting such inspection, CSG or its representative
will be entitled to copy any item that Customer may possess in violation of this
25. FORCE MAJEURE. Neither party will be liable for any failure or delay in
performing an obligation under this Master Agreement that is due to causes
beyond its reasonable control, including, but not limited to, fire, explosion,
epidemics, earthquake, lightening, failures or fluctuations in electrical power
or telecommunications equipment, accidents, floods, acts of God, the elements,
war, civil disturbances, acts of civil or military authorities or the public
enemy, fuel or energy shortages, acts or omissions of any common carrier,
strikes, labor disputes, regulatory restrictions, restraining orders or decrees
of any court, changes in law or regulation or other acts of governmental,
transportation stoppages or slowdowns or the inability to procure parts or
materials. These causes will not excuse Customer from paying accrued amounts
due to CSG through any available lawful means acceptable to CSG.
26. ASSIGNMENT. Neither party may assign, delegate or otherwise transfer this
Master Agreement or any of its rights or obligations hereunder without the other
party's prior approval. Any attempt to do so without such approval will be void.
Notwithstanding the foregoing, CSG may assign this Master Agreement, upon notice
to Customer, to a related or unrelated person in connection with a transfer of
all or substantially of its stock or assets to a third party, and Customer
hereby consents to such assignment in advance. Customer may assign its rights
under this Master Agreement or in any System Site, upon notice to CSG, to a
related or unrelated person in connection with a sale, acquisition,
consolidation or other reorganization of Customer's business, in whole or in
part, and CSG consents to such an assignment in advance; provided, however, that
Customer's assignee shall agree in writing to assume all of Customer's duties
and obligations hereunder prior to any such assignment.
27. NOTICES. Any notice or approval required or permitted under this Master
Agreement will be given in writing and will be sent by telefax, courier or mail,
postage prepaid, to the address specified below or to any other address that may
be designated by prior written notice. Any notice or approval delivered by
telefax (with answer back) will be deemed to have been received the day it is
sent. Any notice or approval sent by courier will be deemed received one day
after its date of posting. Any notice or approval sent by mail will be deemed
to have been received on the 5th business day after its date of posting.
If to Customer: If to CSG:
Renaissance Media CSG Systems, Inc.
Cablevision Center, Suite 100 7887 East Belleview, Suite 1000
Ferndale, NY 12734 Englewood, CO 80111
Tel:(914)295-2600 Fax:(914)295-2601 Tel:(303)796-2850 Fax:(303)796-2870
Attn: Mark Halpin Attn: President with a copy to
Executive Vice President General Counsel
and a copy to:
2525 N. 117th Ave.
Omaha, NE 68164
Tel: (402)431-7400 Fax: (402)431-7226
(a) General. Any controversy or claim arising out of or relating to this Master
Agreement or the existence, validity, breach or termination thereof, whether
during or after its term, will be finally settled by compulsory arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association ("AAA"), as modified or supplemented under this Section.
(b) Proceeding. To initiate arbitration, either party will file the appropriate
notice at the Regional Office of the AAA in Denver, Colorado. The arbitration
proceeding will take place in Denver, Colorado. The parties will in good faith
agree on a sole arbitrator. If the parties are unable to agree on an arbitrator,
the arbitration panel will consist of three (3) arbitrators, one arbitrator
appointed by each party and a third neutral arbitrator appointed by the two
arbitrators designated by the parties. Any communication between a party and any
arbitrator will be directed to the AAA for transmittal to the arbitrator. The
parties expressly agree that the arbitrators will be empowered to, at either
party's request, grant injunctive relief.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES.