PARTY SHALL NOT BE APPLIED TO THE
INTERPRETATION OF THIS AGREEMENT.
NO INFERENCE IN FAVOR OF, OR AGAINST, ANY
PARTY SHALL BE DRAWN FROM THE FACT THAT ONE PARTY HAS DRAFTED ANY PORTION OF
THIS AGREEMENT.
10.12
SCHEDULES.
THE PARTIES HERETO ARE EXCHANGING COPIES OF
ALL SCHEDULES REFERRED TO IN THIS AGREEMENT, WHICH SCHEDULES ARE HEREBY MADE A
PART HEREOF AND INCORPORATED HEREIN BY REFERENCE.
ALL SUCH SCHEDULES SHALL BE
READ AS OF THE CLOSING DATE OR, AS TO ANY OF THE SCHEDULES BEARING A PARTICULAR
DATE, AS OF SUCH OTHER DATE SPECIFIED THEREIN.
THE SCHEDULES REFERRED TO IN
23
THIS AGREEMENT AND OTHER RELATED INSTRUMENTS OR DOCUMENTS MAY BE INCORPORATED
HEREIN AND MADE A PART HEREOF WITHOUT BEING ATTACHED HERETO.
10.13
SEVERABILITY.
WHENEVER POSSIBLE EACH PROVISION AND TERM
OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OR TERM OF THIS AGREEMENT SHALL
BE HELD TO BE PROHIBITED BY OR INVALID UNDER SUCH APPLICABLE LAW, OR DETERMINED
TO BE VOID OR UNENFORCEABLE FOR ANY REASON, THEN SUCH PROVISION OR TERM SHALL BE
INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION, INVALIDITY OR
UNENFORCEABILITY, WITHOUT INVALIDATING OR AFFECTING IN ANY MANNER WHATSOEVER THE
REMAINDER OF SUCH PROVISION OR TERM OR THE REMAINING PROVISIONS OR TERMS OF THIS
AGREEMENT, AND THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION SHALL BE
MODIFIED TO THE MINIMUM EXTENT NECESSARY TO MAKE IT PERMISSIBLE, VALID AND
ENFORCEABLE, UNLESS THE RESULT OF ANY SUCH INVALIDITY OR UNENFORCEABILITY SHALL
BE TO CAUSE A MATERIAL FAILURE OF CONSIDERATION TO THE PARTY SEEKING TO SUSTAIN
THE VALIDITY OR ENFORCEABILITY OF THE SUBJECT PROVISION.
10.14
CURRENCY.
AS USED IN THIS AGREEMENT, THE SYMBOL U.S. $ OR
$ SHALL REFER TO UNITED STATES DOLLARS; AND THE SYMBOL ¥ OR JPY SHALL REFER TO
JAPANESE YEN.
PAYMENTS OF DESIGNATED AMOUNTS SHALL BE MADE IN THE CURRENCY
SPECIFIED BY THE RELEVANT PROVISION OF THIS AGREEMENT.
10.15
PRINCIPLES OF CONSTRUCTION.
IN THIS AGREEMENT AND ALL
OTHER ATTACHED EXHIBITS, ANNEXES AND SCHEDULES TO THIS AGREEMENT, UNLESS
OTHERWISE EXPRESSLY INDICATED OR REQUIRED BY THE CONTEXT:
(A)
REFERENCE TO AND THE DEFINITION OF ANY
DOCUMENT OR AGREEMENT SHALL BE DEEMED A REFERENCE TO SUCH DOCUMENT OR AGREEMENT
AS IT MAY BE AMENDED, SUPPLEMENTED, REVISED, OR MODIFIED, IN WRITING, FROM TIME
TO TIME BUT DISREGARDING ANY AMENDMENT, SUPPLEMENT, REPLACEMENT OR NOVATION MADE
IN BREACH OF THIS AGREEMENT;
(B)
DEFINED TERMS IN THE SINGULAR SHALL INCLUDE
THE PLURAL AND VICE VERSA, AND THE MASCULINE, FEMININE OR NEUTER GENDER SHALL
INCLUDE ALL GENDERS;
(C)
THE WORDS "INCLUDING" OR "INCLUDES" SHALL
BE DEEMED TO MEAN "INCLUDING WITHOUT LIMITATION" AND "INCLUDING BUT NOT LIMITED
TO" (OR "INCLUDES WITHOUT LIMITATION" AND "INCLUDES BUT IS NOT LIMITED TO")
REGARDLESS OF WHETHER THE WORDS "WITHOUT LIMITATION" OR "BUT NOT LIMITED TO"
ACTUALLY FOLLOW THE TERM;
(D)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS AGREEMENT OR EXHIBITS, ANNEXES AND
SCHEDULES SHALL REFER TO THIS AGREEMENT AND