ONLY
AND DO NOT IN ANY WAY LIMIT OR AFFECT THE TERMS AND PROVISIONS OF THIS
AGREEMENT.
ALL REFERENCES TO
48
"PARAGRAPHS" SHALL BE TO THE NUMBERED PARAGRAPHS OF THIS AGREEMENT UNLESS
SPECIFICALLY STATED OTHERWISE.
(B)
CALCULATION OF TIME PERIODS.
UNLESS OTHERWISE SPECIFIED, IN
COMPUTING ANY PERIOD OF TIME DESCRIBED IN THIS AGREEMENT, THE DAY OF THE ACT OR
EVENT AFTER WHICH THE DESIGNATED PERIOD OF TIME BEGINS TO RUN IS NOT TO BE
INCLUDED AND THE LAST DAY OF THE PERIOD SO COMPUTED IS TO BE INCLUDED, UNLESS
SUCH LAST DAY IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY, IN WHICH EVENT IT SHALL
END ON THE NEXT BUSINESS DAY.
THE FINAL DAY OF ANY SUCH PERIOD WILL BE DEEMED
TO END AT 5:00 P.M. EASTERN TIME.
(C)
TIME OF ESSENCE.
PURCHASER AND SELLER EXPRESSLY AND SPECIFICALLY
AGREE TIME IS OF THE ESSENCE OF THIS AGREEMENT AND ALL PROVISIONS, OBLIGATIONS
AND CONDITIONS THEREOF.
ALL TIME PERIODS SET FORTH HEREIN IN TERMS OF "DAYS"
REFER TO CALENDAR DAYS.
WHENEVER NOTICE MUST BE GIVEN, DOCUMENTS DELIVERED OR
AN ACT DONE UNDER THIS AGREEMENT ON A DAY THAT IS NOT A BUSINESS DAY, THE NOTICE
MAY BE GIVEN, DOCUMENT DELIVERED OR ACT DONE ON THE NEXT FOLLOWING DAY THAT IS A
BUSINESS DAY.
AS USED IN THIS AGREEMENT, "BUSINESS DAY" SHALL MEAN A DAY OTHER
THAN A SATURDAY, SUNDAY OR A DAY OBSERVED AS A LEGAL HOLIDAY.
(D)
GENDER.
WHEREVER APPROPRIATE IN THIS AGREEMENT, THE SINGULAR WILL
BE DEEMED TO REFER TO THE PLURAL AND THE PLURAL TO THE SINGULAR, AND PRONOUNS OF
CERTAIN GENDERS WILL BE DEEMED TO INCLUDE EITHER OR BOTH OF THE OTHER GENDERS.
(E)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT WHICH WHEN TAKEN TOGETHER WILL
CONSTITUTE ONE AND SAME INSTRUMENT.
49
(F)
EXHIBITS.
THE EXHIBITS AND SCHEDULES REFERRED TO HEREIN AND
ATTACHED TO THIS AGREEMENT ARE INCORPORATED HEREIN AS IF SET FORTH IN FULL.
(G)
CONSTRUCTION.
THIS AGREEMENT IS THE RESULT OF NEGOTIATIONS
BETWEEN THE PARTIES, NEITHER OF WHOM HAS ACTED UNDER ANY DURESS OR COMPULSION,
WHETHER LEGAL, ECONOMIC OR OTHERWISE.
ACCORDINGLY, THE TERMS AND PROVISIONS
HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR USUAL AND CUSTOMARY
MEANINGS.
SELLER AND PURCHASER HEREBY WAIVE THE APPLICATION OF ANY RULE OF LAW
WHICH OTHERWISE MIGHT BE APPLICABLE TO THE CONSTRUCTION OF THIS AGREEMENT THAT
AMBIGUOUS OR CONFLICTING TERMS OR PROVISIONS SHOULD BE CONSTRUED AGAINST THE
PARTY WHO (OR WHOSE ATTORNEY) PREPARED THE EXECUTED AGREEMENT OR ANY EARLIER
DRAFT OF THE SAME.
AS USED IN THIS AGREEMENT, "SOLE DISCRETION" SHALL MEAN
SOLE, ABSOLUTE, UNFETTERED AND UNREVIEWABLE JUDGMENT AND DISCRETION WITHOUT
REGARD TO WHETHER SUCH JUDGMENT OR DISCRETION IS EXERCISED REASONABLY OR
UNREASONABLY.
AS USED IN THIS AGREEMENT, THE TERM "INCLUDING" SHALL MEAN
"INCLUDING, BUT NOT LIMITED TO."
(H)
INTERPRETATION. IF THERE IS ANY SPECIFIC AND DIRECT CONFLICT
BETWEEN, OR ANY AMBIGUITY RESULTING FROM, THE TERMS AND PROVISIONS OF THIS
AGREEMENT AND THE TERMS AND PROVISIONS OF ANY DOCUMENT, INSTRUMENT