definiens: means this Membership Interest Purchase Agreement together with the Disclosure Schedule and exhibits hereto, asthe same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereofand thereof . The headings contained in this Agreement are inserted for convenience only and shall not affect in anyway the meaning or interpretation of this Agreement . No Party, nor its respective counsel, shall be deemed the drafterof this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall beconstrued according to their fair meaning and not strictly for or against any Party . Unless otherwise indicated to thecontrary herein by the context or use thereof : ( a ) the words, and words of similar importrefer to this Agreement as a whole, including the Disclosure Schedule and exhibits hereto, and not to any particularsection, subsection, paragraph, subparagraph or clause contained in this Agreement ; ( b ) masculine gender shall alsoinclude the feminine and neutral genders, and vice versa ; ( c ) words importing the singular shall also include the plural, and vice versa ; ( d ) the words or shall be deemed to be followed by the words ; ( e ) a term has the meaning assigned to it ; ( f ) is not exclusive ; ( g ) all references in this Agreement todesignated and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement unless otherwise specified ; and ( h ) anydefinition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed asreferring to such agreement, instrument, document, statute or regulation as from time to time amended, supplementedor otherwise modified ( subject to any restrictions on such amendments, supplements or modifications set forthherein )