OBLIGATIONS SET FORTH HEREIN TO BE PERFORMED BY ANY MEMBER OF THE ABBOTT
GROUP AND HOSPIRA SHALL CAUSE TO BE PERFORMED, AND HEREBY GUARANTEES THE
PERFORMANCE OF, ALL ACTIONS, AGREEMENTS AND OBLIGATIONS SET FORTH HEREIN TO BE
PERFORMED BY ANY MEMBER OF THE HOSPIRA GROUP.
SECTION 5.11
WAIVERS OF DEFAULT.
WAIVER BY
EITHER PARTY OF ANY DEFAULT BY THE OTHER PARTY OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT BE DEEMED A WAIVER BY THE WAIVING PARTY OF ANY SUBSEQUENT OR
OTHER DEFAULT, NOR SHALL IT PREJUDICE THE RIGHTS OF THE OTHER PARTY.
SECTION 5.12
AMENDMENTS.
NO PROVISIONS OF THIS
AGREEMENT SHALL BE DEEMED AMENDED, SUPPLEMENTED OR MODIFIED UNLESS SUCH
AMENDMENT, SUPPLEMENT OR MODIFICATION IS IN WRITING AND SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF BOTH PARTIES.
NO PROVISIONS OF THIS AGREEMENT SHALL BE DEEMED
WAIVED UNLESS SUCH WAIVER IS IN WRITING AND SIGNED BY THE AUTHORIZED
REPRESENTATIVE OF THE PARTY AGAINST WHOM IT IS SOUGHT TO BE ENFORCED.
SECTION 5.13
INTERPRETATION.
WORDS IN THE
SINGULAR SHALL BE DEEMED TO INCLUDE THE PLURAL AND VICE VERSA AND WORDS OF ONE
GENDER SHALL BE DEEMED TO INCLUDE THE OTHER GENDERS AS THE CONTEXT REQUIRES.
THE TERMS "HEREOF," "HEREIN," AND "HEREWITH" AND WORDS OF SIMILAR IMPORT SHALL,
UNLESS OTHERWISE STATED, BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE
(INCLUDING ALL OF THE EXHIBITS HERETO) AND NOT TO ANY PARTICULAR PROVISION OF
THIS AGREEMENT.
ARTICLE, SECTION, AND EXHIBIT REFERENCES ARE TO THE ARTICLES,
SECTIONS, AND EXHIBITS TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
UNLESS
OTHERWISE STATED, ALL REFERENCES TO ANY AGREEMENT SHALL BE DEEMED TO INCLUDE THE
EXHIBITS TO SUCH AGREEMENT.
THE WORD "INCLUDING" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS AGREEMENT SHALL MEAN "INCLUDING, WITHOUT LIMITATION," UNLESS
THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE SPECIFIED.
THE WORD "OR"
SHALL NOT BE EXCLUSIVE.
UNLESS OTHERWISE SPECIFIED IN A PARTICULAR CASE, THE
WORD "DAYS" REFERS TO CALENDAR DAYS.
REFERENCES HEREIN TO THIS AGREEMENT SHALL
BE DEEMED TO REFER TO THIS AGREEMENT AS OF THE EFFECTIVE TIME AND AS IT MAY BE
AMENDED THEREAFTER, UNLESS OTHERWISE SPECIFIED.
REFERENCES TO THE PERFORMANCE,
DISCHARGE OR FULFILLMENT OF ANY LIABILITY IN ACCORDANCE WITH ITS TERMS SHALL
HAVE MEANING ONLY TO THE EXTENT SUCH LIABILITY HAS TERMS.
SECTION 5.14
ADVISORS.
ABBOTT MAY SELECT ANY TAX
COUNSEL IN CONNECTION WITH THE DISTRIBUTION, WHICH MAY INCLUDE MAYER, BROWN,
ROWE & MAW LLP, BAKER & MCKENZIE AND MCDERMOTT, WILL & EMERY.
HOSPIRA
ACKNOWLEDGES, FOR ITSELF AND EACH HOSPIRA AFFILIATE, THAT
21
Mayer, Brown, Rowe & Maw LLP, Baker & McKenzie and McDermott, Will & Emery have
acted only in the capacity as counsel to Abbott, and not as counsel to Hospira
or any Hospira Affiliate, in connection with this Agreement and the provisions
contemplated herein.
SECTION 5.15
MUTUAL DRAFTING.
THIS AGREEMENT
SHALL BE DEEMED TO BE THE JOINT WORK PRODUCT OF THE PARTIES AND ANY RULE OF
CONSTRUCTION THAT A DOCUMENT SHALL BE INTERPRETED OR CONSTRUED AGAINST A DRAFTER
OF SUCH DOCUMENT SHALL NOT BE APPLICABLE.
SECTION 5.16
DISPUTE