shall not include
any Foreign Benefit Plans.
"Volume Reductions" has the meaning set forth in the definition of Material
Adverse Effect.
"WARN" has the meaning set forth in Section 4.1(y).
SECTION 1.3
OTHER TERMS.
AS USED IN THIS AGREEMENT, ANY REFERENCE TO
ANY FEDERAL, STATE, LOCAL, OR FOREIGN LAW, INCLUDING ANY APPLICABLE LAW, WILL BE
DEEMED ALSO TO REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER AND ALL
AMENDMENTS OR MODIFICATIONS THERETO, UNLESS THE CONTEXT REQUIRES OTHERWISE.
THE
WORDS "INCLUDE," "INCLUDES," AND "INCLUDING" WILL BE DEEMED TO
-13-
BE FOLLOWED BY "WITHOUT LIMITATION."
PRONOUNS IN MASCULINE, FEMININE, OR NEUTER
GENDERS WILL BE CONSTRUED TO INCLUDE ANY OTHER GENDER, AND WORDS IN THE SINGULAR
FORM WILL BE CONSTRUED TO INCLUDE THE PLURAL AND VICE VERSA, UNLESS THE CONTEXT
OTHERWISE REQUIRES.
REFERENCES TO "THIS AGREEMENT" SHALL INCLUDE ALL EXHIBITS,
SCHEDULES AND OTHER AGREEMENTS, INSTRUMENTS OR OTHER DOCUMENTS ATTACHED HERETO.
THE WORDS "HEREIN," "HEREOF," "HEREBY," "HEREUNDER," AND WORDS OF SIMILAR IMPORT
REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SUBDIVISION UNLESS
EXPRESSLY SO LIMITED.
REFERENCES IN THIS AGREEMENT TO ARTICLES, SECTIONS,
SCHEDULES OR EXHIBITS ARE TO ARTICLES OR SECTIONS OF, SCHEDULES OR EXHIBITS TO,
THIS AGREEMENT, EXCEPT TO THE EXTENT OTHERWISE SPECIFIED HEREIN.
REFERENCES TO
THE CONSENT OR APPROVAL OF ANY PARTY SHALL MEAN THE WRITTEN CONSENT OR APPROVAL
OF SUCH PARTY, WHICH MAY BE WITHHELD, CONDITIONED OR DELAYED IN SUCH PARTY'S
SOLE AND ABSOLUTE DISCRETION, EXCEPT TO THE EXTENT OTHERWISE SPECIFIED HEREIN.
ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE THE DEFINED MEANINGS WHEN USED IN
ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO UNLESS
OTHERWISE DEFINED THEREIN.
ANY AGREEMENT, INSTRUMENT OR STATUTE DEFINED OR
REFERRED TO HEREIN SHALL MEAN SUCH AGREEMENT, INSTRUMENT OR STATUTE AS FROM TIME
TO TIME AMENDED, MODIFIED OR SUPPLEMENTED, INCLUDING (IN THE CASE OF AGREEMENTS
OR INSTRUMENTS) BY WAIVER OR CONSENT AND (IN THE CASE OF STATUTES) BY SUCCESSION
OF COMPARABLE SUCCESSOR STATUTES AND REFERENCES TO ALL ATTACHMENTS THERETO AND
INSTRUMENTS INCORPORATED THEREIN.
THE HEADINGS OF THE SECTIONS, PARAGRAPHS AND
SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND ARE NOT PART
OF THIS AGREEMENT AND DO NOT IN ANY WAY LIMIT OR MODIFY THE PROVISIONS OF THIS
AGREEMENT AND SHALL NOT AFFECT THE INTERPRETATION HEREOF.
UNLESS OTHERWISE
SPECIFIED HEREIN, PAYMENTS THAT ARE REQUIRED TO BE MADE UNDER THIS AGREEMENT
SHALL BE PAID BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
DESIGNATED IN ADVANCE BY THE PARTY ENTITLED TO RECEIVE SUCH PAYMENT.
ALL
REFERENCES TO
"DOLLARS" OR "$" OR "US$" IN THIS AGREEMENT SHALL MEAN U.S.
DOLLARS.
SECTION 1.4
INTERPRETATION.
THE PARTIES HAVE PARTICIPATED JOINTLY IN
THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IF AN AMBIGUITY OR QUESTION OF
INTENT OR INTERPRETATION ARISES, THIS AGREEMENT WILL BE CONSTRUED AS IF DRAFTED
JOINTLY BY THE PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF PROOF WILL ARISE
FAVORING OR DISFAVORING ANY PARTY HERETO BECAUSE OF THE AUTHORSHIP OF ANY
PROVISION OF THIS AGREEMENT.
SECTION 1.5
TIME.
EXCEPT AS EXPRESSLY