DILIGENCE INFORMATION SUPPLIED TO THE PURCHASER; AND (D) HEADINGS AND
INTRODUCTORY LANGUAGE HAVE BEEN INSERTED ON THE SECTIONS OF THE DISCLOSURE
SCHEDULE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL TO NO EXTENT HAVE THE
EFFECT OF AMENDING OR CHANGING THE EXPRESS DESCRIPTION OF THE SECTIONS AS SET
FORTH IN THIS AGREEMENT.
10.12
CONSTRUCTION.
IN CONSTRUING THIS AGREEMENT, INCLUDING THE EXHIBITS
AND SCHEDULES AND HERETO, THE FOLLOWING PRINCIPLES SHALL BE FOLLOWED: (A) THE
TERMS "HEREIN," "HEREOF," "HEREBY," "HEREUNDER" AND OTHER SIMILAR TERMS REFER TO
THIS AGREEMENT AS A WHOLE AND NOT ONLY TO THE
PARTICULAR ARTICLE, SECTION OR OTHER SUBDIVISION IN WHICH ANY SUCH TERMS MAY BE
EMPLOYED; (B) EXCEPT AS OTHERWISE SET FORTH HEREIN, REFERENCES TO ARTICLES,
SECTIONS, SCHEDULES AND EXHIBITS REFER TO THE ARTICLES, SECTIONS, SCHEDULES AND
EXHIBITS OF THIS AGREEMENT, WHICH ARE INCORPORATED IN AND MADE A PART OF THIS
AGREEMENT; (C) A REFERENCE TO ANY PERSON SHALL INCLUDE SUCH PERSON'S
PREDECESSORS; (D) ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS ASSIGNED TO THEM IN ACCORDANCE WITH GAAP; (E) NO CONSIDERATION SHALL BE
GIVEN TO THE HEADINGS OF THE ARTICLES, SECTIONS, SCHEDULES, EXHIBITS,
SUBDIVISIONS, SUBSECTIONS OR CLAUSES, WHICH ARE INSERTED FOR CONVENIENCE IN
LOCATING THE PROVISIONS OF THIS AGREEMENT AND NOT AS AN AID IN ITS CONSTRUCTION;
(F) THE WORD "INCLUDES" AND "INCLUDING" AND THEIR SYNTACTICAL VARIANTS MEAN
"INCLUDES, BUT IS NOT LIMITED TO" AND "INCLUDING, WITHOUT LIMITATION," AND
CORRESPONDING SYNTACTICAL VARIANT EXPRESSIONS; (G) A DEFINED TERM HAS ITS
DEFINED MEANING THROUGHOUT THIS AGREEMENT, REGARDLESS OF WHETHER IT APPEARS
BEFORE OR AFTER THE PLACE IN THIS AGREEMENT WHERE IT IS DEFINED, INCLUDING IN
ANY SCHEDULE OR EXHIBIT; (H) THE WORD "DOLLAR" AND THE SYMBOL "$" REFER TO THE
LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA; (I) THE PLURAL SHALL BE DEEMED
TO INCLUDE THE SINGULAR AND VICE VERSA; AND (J) THE PHRASE "LOCAL TIME" SHALL
REFER TO EASTERN STANDARD TIME.
10.13
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING ANY EXHIBIT OR SCHEDULE
ATTACHED HERETO) AND THE TRANSACTION DOCUMENTS CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND, EXCEPT AS EXPLICITLY SET FORTH HEREIN, SUPERSEDE ALL PRIOR AND
CONTEMPORANEOUS ORAL AND WRITTEN AGREEMENTS AND UNDERSTANDINGS RELATING TO SUCH
SUBJECT MATTER.
10.14
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION
OF ANY SUCH PROVISION TO ANY PERSON OR CIRCUMSTANCE SHALL BE HELD INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY RESPECT BY A COURT OF COMPETENT JURISDICTION,
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER
PROVISION HEREOF.
10.15
MUTUAL DRAFTING.
THE PARTIES HERETO ARE SOPHISTICATED AND HAVE BEEN
REPRESENTED BY COUNSEL WHO HAVE CAREFULLY NEGOTIATED THE PROVISIONS HEREOF.
AS
A CONSEQUENCE, THE PARTIES DO NOT INTEND THAT THE PRESUMPTIONS OF ANY LAWS OR
OTHER RULES RELATING TO THE INTERPRETATION OF CONTRACTS AGAINST THE DRAFTER OF
ANY PARTICULAR CLAUSE SHOULD BE APPLIED TO THIS AGREEMENT AND THEREFORE WAIVE
THEIR EFFECTS.
10.16
COUNTERPARTS; FACSIMILE.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, INCLUDING BY FACSIMILE, ALL OF