definiens: will bedeemed to be followed by the phrase ( iii ) the word will be construed to have thesame meaning and effect as the word ( iv ) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified ( subject to any restrictionson such amendments, supplements or modifications set forth herein ), ( v ) any reference herein to anyPerson will be construed to include the Person ’s successors and assigns, ( vi ) the words and and words of similar import, will be construed to refer to this Agreement in itsentirety and not to any particular provision hereof, ( vii ) all references herein to Sections or Schedules willbe construed to refer to Sections or Schedules of this Agreement, and references to this Agreementinclude all Schedules hereto, ( viii ) provisions that require that a party or the parties or or the like will require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter, approved minutes or otherwise ( but excluding e - mail and instantmessaging ), ( ix ) references to any specific law, rule or regulation, or article, section or other divisionthereof, will be deemed to include the then - current amendments thereto or any replacement or successorlaw, rule or regulation thereof, ( x ) any action or occurrence deemed to be effective as of a particular datewill be deemed to be effective as of 11:59 PM ET on such date and ( xi ) the term will be interpreted inthe inclusive sense commonly associated with the term ( h)Governing Law . This Agreement shall be governed by, and construed andenforced in accordance with, the substantive laws of the State of Delaware without regard to its principlesof conflicts of laws