WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND SPECIFICALLY REFERENCED IN THIS AGREEMENT,
CONSTITUTES AND EMBODIES THE ENTIRE UNDERSTANDING AND AGREEMENT OF THE PARTIES
HERETO RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS
OR UNDERSTANDINGS OF THE PARTIES HERETO, WHETHER WRITTEN OR ORAL.
(F)
CONSTRUCTION.
EVERY COVENANT, TERM, AND PROVISION OF THIS
AGREEMENT SHALL BE CONSTRUED SIMPLY ACCORDING TO ITS FAIR MEANING AND NOT
STRICTLY FOR OR AGAINST ANY PARTY.
EVERY EXHIBIT, SCHEDULE, ATTACHMENT, OR
OTHER APPENDIX ATTACHED TO THIS AGREEMENT AND REFERRED TO HEREIN SHALL
CONSTITUTE A PART OF THIS AGREEMENT AND IS HEREBY INCORPORATED HEREIN BY
REFERENCE.
ANY REFERENCE TO ANY FEDERAL, STATE, LOCAL, OR FOREIGN STATUE OR LAW
SHALL BE DEEMED ALSO TO REFER TO ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER, UNLESS THE CONTEXT REQUIRES OTHERWISE.
UNLESS THE CONTEXT CLEARLY
REQUIRES OTHERWISE, (I) PLURAL AND SINGULAR NUMBERS WILL EACH BE CONSTRUED TO
INCLUDE THE OTHER; (II) THE MASCULINE, FEMININE, AND NEUTER GENDERS WILL EACH BE
CONSTRUED TO INCLUDE THE OTHERS; (III) "SHALL," "WILL," "MUST," "AGREE," AND
"COVENANTS" ARE
9
each mandatory; (iv) "may" is permissive; (v) "or" is not exclusive;
(vi) "includes" and "including" are not limiting; and (vii) " knowledge" will
mean knowledge after due inquiry.
(G)
AMENDMENTS AND WAIVERS.
ANY TERM OF THIS AGREEMENT MAY BE
AMENDED AND THE OBSERVANCE OF ANY TERM OF THIS AGREEMENT MAY BE WAIVED (EITHER
GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY), BUT ONLY WITH THE WRITTEN CONSENT OF THE PARTY OR PARTIES TO BE
BOUND THEREBY.
NO DELAY IN THE EXERCISE OF ANY RIGHT OR REMEDY UNDER THIS
AGREEMENT SHALL CONSTITUTE A WAIVER THEREOF AND THE WAIVER BY ANY PARTY OF ANY
RIGHT OR REMEDY UNDER THIS AGREEMENT ON ANY ONE OCCASION SHALL NOT BE DEEMED A
WAIVER OF SUCH RIGHT OR REMEDY ON ANY SUBSEQUENT OCCASION.
(H)
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS,
LEGAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS.
(I)
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO CONFER
UPON ANY PARTY OTHER THAN THE PARTIES HERETO, OR THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, ANY RIGHTS, REMEDIES, OBLIGATIONS, OR LIABILITIES UNDER OR BY REASON OF
THIS AGREEMENT.
(J)
HEADINGS.
THE TITLES AND SUBTITLES USED IN THIS AGREEMENT
ARE USED FOR CONVENIENCE ONLY AND SHALL NOT BE CONSIDERED IN CONSTRUING OR
INTERPRETING THIS AGREEMENT.
(K)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE
CONFLICT OF LAWS RULES OF SUCH STATE.
(L)
JURISDICTION.
ANY SUIT, ACTION OR PROCEEDING SEEKING TO
ENFORCE ANY PROVISION OF, OR BASED ON ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN
ANY COURT OF COMPETENT JURISDICTION IN SONOMA COUNTY, CALIFORNIA, AND EACH OF
THE PARTIES HEREBY CONSENTS TO