DELIVERED, SUCH FURTHER INSTRUMENTS
AND DO AND CAUSE TO BE DONE SUCH FURTHER ACTS AND THINGS, INCLUDING THE FILING
OF SUCH ASSIGNMENTS, AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AS MAY BE NECESSARY
TO CARRY OUT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
SECTION 12.13
FORCE MAJEURE.
NEITHER PARTY WILL BE CHARGED WITH ANY
LIABILITY FOR DELAY IN PERFORMANCE OF AN OBLIGATION UNDER THIS AGREEMENT TO THE
EXTENT SUCH DELAY IS DUE TO A CAUSE BEYOND THE REASONABLE CONTROL OF THE
AFFECTED PARTY, SUCH AS WAR, RIOTS, LABOR DISTURBANCES, FIRE, EXPLOSION, AND
COMPLIANCE IN GOOD FAITH WITH ANY GOVERNMENTAL LAW, REGULATION OR ORDER.
THE
PARTY AFFECTED WILL GIVE PROMPT WRITTEN NOTICE TO THE OTHER PARTY OF ANY
MATERIAL DELAY DUE TO SUCH CAUSES.
SECTION 12.14
INTERPRETATION.
(A)
EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT
HAS BEEN DILIGENTLY REVIEWED BY AND NEGOTIATED BY AND BETWEEN THEM, THAT IN SUCH
NEGOTIATIONS EACH OF THEM HAS BEEN REPRESENTED BY COMPETENT COUNSEL AND THAT THE
FINAL AGREEMENT CONTAINED HEREIN, INCLUDING THE LANGUAGE WHEREBY IT HAS BEEN
EXPRESSED, REPRESENTS THE JOINT EFFORTS OF THE PARTIES HERETO AND THEIR
COUNSEL.
ACCORDINGLY, IN THE EVENT AN AMBIGUITY OR A QUESTION OF INTENT OR
INTERPRETATION ARISES, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY
BY THE PARTIES AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
AGREEMENT.
(B)
THE DEFINITIONS OF THE TERMS HEREIN SHALL APPLY EQUALLY TO THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND
NEUTER FORMS.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE DEEMED
TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
THE WORD "WILL" SHALL BE
CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AS THE WORD "SHALL".
THE WORD
"ANY" SHALL MEAN "ANY AND ALL" UNLESS OTHERWISE CLEARLY INDICATED BY CONTEXT.
(C)
UNLESS THE CONTEXT REQUIRES OTHERWISE, (I) ANY DEFINITION OF OR
REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT HEREIN SHALL BE
CONSTRUED AS REFERRING TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM
TIME TO TIME AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY
RESTRICTIONS ON SUCH AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN
OR THEREIN), (II) ANY REFERENCE TO ANY APPLICABLE LAWS HEREIN SHALL BE CONSTRUED
AS REFERRING TO SUCH APPLICABLE LAWS AS FROM TIME TO TIME ENACTED, REPEALED OR
AMENDED, (III) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE
THE PERSON'S SUCCESSORS AND ASSIGNS, (IV) THE WORDS "HEREIN", "HEREOF" AND
"HEREUNDER", AND WORDS OF SIMILAR IMPORT, SHALL BE CONSTRUED TO REFER TO THIS
AGREEMENT IN ITS ENTIRETY AND NOT TO ANY PARTICULAR PROVISION HEREOF, AND
(V) ALL REFERENCES HEREIN TO ARTICLES, SECTIONS OR APPENDICES, UNLESS OTHERWISE
SPECIFICALLY PROVIDED, SHALL BE CONSTRUED TO REFER TO ARTICLES, SECTIONS AND
APPENDICES OF THIS AGREEMENT.
(D)
REFERENCES TO SECTIONS OF THE CODE OF FEDERAL REGULATIONS AND TO
THE UNITED STATES CODE SHALL MEAN THE CITED SECTIONS, AS THESE MAY