WILL REMAIN IN FULL FORCE AND EFFECT.
ANY PROVISION OF THIS
AGREEMENT HELD INVALID OR UNENFORCEABLE ONLY IN PART OR DEGREE WILL REMAIN IN
FULL FORCE AND EFFECT TO THE EXTENT NOT HELD INVALID OR UNENFORCEABLE.
10.12
INTERPRETATION.
(A)
THE SECTION AND ARTICLE HEADINGS CONTAINED IN THIS AGREEMENT
ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE MEANING
OR INTERPRETATION OF THIS AGREEMENT.
(B)
WHEN A REFERENCE IS MADE TO AN ARTICLE, SECTION, EXHIBIT OR
SCHEDULE, SUCH REFERENCE SHALL BE TO AN ARTICLE, SECTION, EXHIBIT OR SCHEDULE OF
THIS AGREEMENT, UNLESS CLEARLY INDICATED OTHERWISE.
(C)
THE PREAMBLE, RECITALS, DISCLOSURE SCHEDULES AND EXHIBITS
CONTAINED, IDENTIFIED OR REFERENCED IN, OR ATTACHED TO, THIS AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE AND MADE A PART HEREOF.
(D)
WHENEVER THE WORDS "INCLUDE", "INCLUDES" OR "INCLUDING" ARE
USED, THEY SHALL BE DEEMED TO BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
50
(E)
THE WORDS "HEREOF", "HEREIN" AND "HEREWITH" AND WORDS OF
SIMILAR IMPORT SHALL BE CONSTRUED TO REFER TO THIS AGREEMENT AS A WHOLE AND NOT
TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, UNLESS CLEARLY INDICATED
OTHERWISE.
(F)
THE MEANING ASSIGNED TO EACH TERM DEFINED HEREIN SHALL BE
EQUALLY APPLICABLE TO BOTH THE SINGULAR AND THE PLURAL FORMS OF SUCH TERM, AND
WORDS DENOTING ANY GENDER SHALL INCLUDE ALL GENDERS.
WHERE A WORD OR PHRASE IS
DEFINED HEREIN, EACH OF ITS OTHER GRAMMATICAL FORMS SHALL HAVE A CORRESPONDING
MEANING.
(G)
A REFERENCE TO ANY PARTY TO THIS AGREEMENT OR ANY OTHER
AGREEMENT OR DOCUMENT SHALL INCLUDE SUCH PARTY'S SUCCESSORS AND PERMITTED
ASSIGNS.
(H)
A REFERENCE TO ANY LEGISLATION OR TO ANY PROVISION OF ANY
LEGISLATION SHALL INCLUDE ANY AMENDMENT THERETO, MODIFICATION THEREOF OR
RE-ENACTMENT THEREOF, AND ALL REGULATIONS AND STATUTORY INSTRUMENTS ISSUED
THEREUNDER OR PURSUANT THERETO.
(I)
MATTERS DISCLOSED ON ANY DISCLOSURE SCHEDULE SHALL BE
DEEMED TO BE DISCLOSED IN ALL OTHER DISCLOSURE SCHEDULES TO WHICH SUCH FACT OR
ITEM MAY REASONABLY APPLY SO LONG AS SUCH DISCLOSURE IS IN SUFFICIENT DETAIL TO
ENABLE A REASONABLE PARTY TO IDENTIFY THE FACTS OR ITEMS TO WHICH IT APPLIES.
(J)
IT IS UNDERSTOOD AND AGREED THAT THE SPECIFICATION OF ANY
DOLLAR AMOUNT IN THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT
OR THE INCLUSION OF ANY SPECIFIC ITEM IN THE DISCLOSURE SCHEDULES IS NOT
INTENDED TO IMPLY THAT SUCH AMOUNTS, OR HIGHER OR LOWER AMOUNTS, OR THE ITEMS SO
INCLUDED, OR OTHER ITEMS, ARE OR ARE NOT MATERIAL, AND NO PARTY SHALL USE THE
FACT OF THE SETTING OF SUCH AMOUNTS OR THE FACT OF THE INCLUSION OF ANY SUCH
ITEM IN THE DISCLOSURE SCHEDULES IN ANY DISPUTE OR CONTROVERSY BETWEEN THE
PARTIES AS TO WHETHER ANY OBLIGATION, ITEM OR MATTER NOT DESCRIBED HEREIN OR
INCLUDED IN A DISCLOSURE SCHEDULE IS OR IS NOT MATERIAL FOR PURPOSES OF THIS
AGREEMENT, OR AS A POINT OF REFERENCE IN DETERMINING ANY STANDARD OF MATERIALITY
UNDER THIS AGREEMENT.
(K)
THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES HERETO