Party nor an
Affiliate of a Party.
(A)
IN THE EVENT OF AN AMBIGUITY OR IF A QUESTION OF INTENT OR
INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY
BY THE PARTIES, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
AGREEMENT.
(B)
THE DEFINITIONS OF THE TERMS USED IN THIS AGREEMENT SHALL APPLY
EQUALLY TO THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE
CONTEXT MAY REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE,
FEMININE AND NEUTER FORMS.
ANY REFERENCE TO DOLLARS SHALL MEAN UNITED STATES
DOLLARS.
IN THIS AGREEMENT, THE WORDS "INCLUDE",
"INCLUDES" AND "INCLUDING"
SHALL BE DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION", AND THE WORD
"WILL" SHALL BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD
"SHALL".
UNLESS THE
14
CONTEXT REQUIRES OTHERWISE, IN THIS AGREEMENT (I) ANY DEFINITION OF OR REFERENCE
TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT IN THIS AGREEMENT SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN
OR THEREIN), (II) ANY REFERENCE IN THIS AGREEMENT TO ANY PERSON SHALL BE
CONSTRUED TO INCLUDE THE PERSON'S SUCCESSORS AND ASSIGNS, (III) THE WORDS
"HEREIN", "HEREOF" AND "HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE
CONSTRUED TO REFER TO THIS AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR
PROVISION HEREOF, AND (IV) ALL REFERENCES IN THIS AGREEMENT TO ARTICLES,
SECTIONS, EXHIBITS SHALL BE CONSTRUED TO REFER TO ARTICLES, SECTIONS, AND
EXHIBITS OF THIS AGREEMENT.
SECTION 7.03
DESCRIPTIVE HEADINGS THE DESCRIPTIVE HEADINGS HEREIN ARE
INSERTED FOR CONVENIENCE ONLY AND ARE NOT INTENDED TO BE PART OF OR TO AFFECT
THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
SECTION 7.04
COUNTERPARTS THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT
AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE SUCH COUNTERPARTS HAVE BEEN SIGNED
BY EACH OF THE PARTIES AND DELIVERED TO THE OTHER PARTY.
SECTION 7.05
ENTIRE AGREEMENT THIS AGREEMENT, ALONG WITH THE EXHIBITS
HERETO AND THERETO CONTAIN THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES HERETO WITH RESPECT TO THE ACQUISITION AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THE ACQUISITION.
NEITHER PARTY SHALL
BE LIABLE OR BOUND TO ANY OTHER PARTY IN ANY MANNER BY ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
SECTION 7.06
FEES AND EXPENSES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED, EACH PARTY SHALL BEAR ITS OWN
FEES AND EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
SECTION 7.07
GOVERNING LAW THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT