.UUUU
Captions contained in this Agreement in no way define, limit or extend
the scope or intent of this Agreement.
Section 11.12. 80B80B80B80B80B80BUUUUSeverability
.UUUU
If any provision of this Agreement, or the application of such provision
to any person or circumstance, shall be held invalid, the remainder of this
Agreement, or the application of such provision to the persons or circumstances,
shall not be affected thereby.
Section 11.13. 81B81B81B81B81B81BUUUUCounterparts
.UUUU
This Agreement may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
document.
Section 11.14. 82B82B82B82B82B82BUUUUCertain Terminology
.
43
A. 153B153B153B153B153B153BWhenever the words "including," "include" or
"includes" are used in this Agreement, they should be interpreted in a
non-exclusive manner as though the words," without limitation," immediately
followed the same.
B. 154B154B154B154B154B154BExcept as otherwise indicated, all Article, Section
and Exhibit references in this Agreement shall be deemed to refer to the
Sections and Articles in, and the Exhibits to, this Agreement.
C. 155B155B155B155B155B155BWherever the words "herein" or "hereunder" appear in
this Agreement, they shall be interpreted to mean "in this Agreement" or "under
this Agreement," respectively.
D. 156B156B156B156B156B156BAs used herein, "good faith" means "honesty in fact"
as such phrase is used in the Uniform Commercial Code, as adopted in the State
of Delaware as of the date of this Agreement.
Section 11.15. 83B83B83B83B83B83BUUUUNon-Business Days
.UUUU
Whenever action must be taken (including the giving of notice or the
delivery of documents) under this Agreement during a certain period of time or
by a particular date that ends or occurs on a non-business day (i.e., Saturday,
Sunday or a holiday recognized by the U.S. federal government or the State of
New York or Delaware), then such period or date shall be extended until the
immediately following business day.
Section 11.16. 84B84B84B84B84B84BUUUUIncorporation of Exhibits
.UUUU
All exhibits attached and referred to in this Agreement are hereby
incorporated herein as fully set forth in (and shall be deemed to be a part of)
this Agreement.
Section 11.17. 85B85B85B85B85B85BUUUUEffectiveness
.UUUU
In no event shall any draft of this Agreement create any obligation or
liability, it being understood that this Agreement shall be effective and
binding only when a counterpart hereof has been executed and delivered by each
party hereto.
Section 11.18. 86B86B86B86B86B86BUUUUConfidentiality
.UUUU
By executing this Agreement, each Member expressly agrees, at all times
during the term of the Company and thereafter and whether or not at the time a
Member of the Company, (i) not to issue any press release or advertisement or
take any similar action concerning the Company's business or affairs without
first obtaining the Administrative Member and BREA's consent, which shall not be
unreasonably withheld, (ii) not to publicize detailed financial information
concerning the Company and (iii) not to disclose the Company's affairs generally
without using reasonable efforts to consult with the other Members prior to such
disclosure; provided, however, the foregoing shall not restrict any Member from
disclosing information concerning such Member's investment in the