RIGHT OR REMEDY ARISING FROM THIS AGREEMENT SHALL OPERATE OR BE
CONSTRUED AS A WAIVER OF SUCH RIGHT OR REMEDY.
PERFORMANCE OF ANY CONDITION OR
OBLIGATION TO BE PERFORMED HEREUNDER SHALL NOT BE DEEMED TO HAVE BEEN WAIVED OR
POSTPONED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY WHO IS CLAIMED
TO HAVE GRANTED SUCH WAIVER OR POSTPONEMENT.
NO WAIVER BY EITHER PARTY SHALL
OPERATE OR BE CONSTRUED AS A WAIVER IN RESPECT OF ANY FAILURE OR DEFAULT NOT
EXPRESSLY IDENTIFIED BY SUCH WRITTEN WAIVER, WHETHER OF A SIMILAR OR DIFFERENT
CHARACTER, AND WHETHER OCCURRING BEFORE OR AFTER THAT WAIVER.
12.4
NO THIRD PARTY BENEFICIARIES.
THE INTERPRETATION
OF THIS AGREEMENT SHALL EXCLUDE ANY RIGHTS UNDER LEGISLATIVE PROVISIONS
CONFERRING RIGHTS UNDER A CONTRACT TO PERSONS NOT A PARTY TO THAT CONTRACT.
NOTHING IN THIS AGREEMENT SHALL OTHERWISE BE CONSTRUED TO CREATE ANY DUTY TO, OR
STANDARD OF CARE WITH REFERENCE TO, OR ANY LIABILITY TO, ANY PERSON OTHER THAN A
PARTY.
9
12.5
INTERPRETATION.
(A)
HEADINGS.
THE HEADINGS USED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY.
(B)
SINGULAR AND PLURAL.
REFERENCE TO THE
SINGULAR INCLUDES A REFERENCE TO THE PLURAL AND VICE VERSA.
(C)
REFERENCES.
UNLESS OTHERWISE PROVIDED,
REFERENCE TO ANY CLAUSE MEANS A CLAUSE OF THIS AGREEMENT AND REFERENCE TO A
SECTION MEANS A SECTION OF THE TUA.
(D)
INCLUDE.
THE WORDS "INCLUDE" AND
"INCLUDING" SHALL MEAN INCLUDE OR INCLUDING WITHOUT LIMITING THE GENERALITY OF
THE DESCRIPTION PRECEDING SUCH TERM AND ARE USED IN AN ILLUSTRATIVE SENSE AND
NOT A LIMITING SENSE.
(E)
TIME PERIODS.
REFERENCES TO "DAY,"
"MONTH," "QUARTER" AND "YEAR" SHALL MEAN A DAY, MONTH, QUARTER AND YEAR OF THE
GREGORIAN CALENDAR, RESPECTIVELY.
(F)
STATUTORY REFERENCES.
UNLESS THE CONTEXT
OTHERWISE REQUIRES, ANY REFERENCE TO A STATUTORY PROVISION IS A REFERENCE TO
SUCH PROVISION AS AMENDED OR RE-ENACTED OR AS MODIFIED BY OTHER STATUTORY
PROVISIONS FROM TIME TO TIME AND INCLUDES SUBSEQUENT LEGISLATION AND REGULATIONS
MADE UNDER THE RELEVANT STATUTE.
(G)
CURRENCY.
REFERENCES TO UNITED STATES
DOLLARS SHALL BE A REFERENCE TO THE LAWFUL CURRENCY FROM TIME TO TIME OF THE
UNITED STATES OF AMERICA.
12.6
SEVERANCE OF INVALID PROVISIONS.
IF AND FOR SO
LONG AS ANY PROVISION OF THIS AGREEMENT SHALL BE DEEMED TO BE JUDGED INVALID FOR
ANY REASON WHATSOEVER, SUCH INVALIDITY SHALL NOT AFFECT THE VALIDITY OR
OPERATION OF ANY OTHER PROVISION OF THIS AGREEMENT.
12.7
EXPENSES.
EACH PARTY SHALL BE RESPONSIBLE FOR
AND BEAR ALL OF ITS OWN COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
PREPARATION AND NEGOTIATION OF THIS AGREEMENT.
12.8
ENTIRE AGREEMENT; CONFLICTS.
THIS AGREEMENT
TOGETHER WITH THE TUA CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND REPLACES ANY PROVISIONS
ON THE SAME SUBJECT CONTAINED IN ANY OTHER AGREEMENT BETWEEN THE PARTIES,
WHETHER WRITTEN OR ORAL, PRIOR TO THE DATE OF THE ORIGINAL EXECUTION HEREOF.
IN
THE EVENT ANY CONFLICT ARISES BETWEEN THIS AGREEMENT AND THE TUA, THIS AGREEMENT
SHALL PREVAIL.
12.9
COUNTERPART EXECUTION.
THIS AGREEMENT MAY BE
EXECUTED IN ANY