APPLICABLE LAW.
10.15
TIMING.
ALL DATES AND TIMES SPECIFIED IN THIS AGREEMENT ARE OF THE
ESSENCE AND SHALL BE STRICTLY ENFORCED.
EXCEPT AS OTHERWISE SPECIFICALLY
PROVIDED IN THIS AGREEMENT, ALL ACTIONS THAT OCCUR AFTER THE CLOSE OF BUSINESS
ON A GIVEN DAY SHALL BE DEEMED FOR PURPOSES OF THIS AGREEMENT TO HAVE OCCURRED
AT 9:00 A.M. ON THE FOLLOWING DAY.
IN THE EVENT THAT THE LAST DAY FOR THE
EXERCISE OF ANY RIGHT OR THE DISCHARGE OF ANY DUTY UNDER THIS AGREEMENT WOULD
OTHERWISE BE A
37
DAY THAT IS NOT A BUSINESS DAY, THE PERIOD FOR EXERCISING SUCH RIGHT OR
DISCHARGING SUCH DUTY SHALL BE EXTENDED UNTIL THE CLOSE OF BUSINESS ON THE NEXT
SUCCEEDING BUSINESS DAY.
10.16
STATUS UNDER THE ACT.
THIS AGREEMENT IS THE "LIMITED LIABILITY
COMPANY AGREEMENT" OF THE COMPANY WITHIN THE MEANING OF SECTION 18-101(7) OF THE
ACT.
10.17
PARTNERSHIP FOR TAX PURPOSES.
AS SET FORTH IN SECTION 1.1, THE
MEMBERS HEREBY FORM THE COMPANY AS A LIMITED LIABILITY COMPANY UNDER THE ACT.
THE MEMBERS EXPRESSLY DO NOT INTEND HEREBY TO FORM A PARTNERSHIP UNDER THE LAWS
OF ANY STATE BUT INTEND THAT THE COMPANY SHALL BE TREATED AS A PARTNERSHIP FOR
TAX PURPOSES.
10.18
MISCELLANEOUS.
NO FAILURE OR DELAY BY ANY PARTY IN EXERCISING ANY
RIGHT, POWER OR PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER
THEREOF; ANY ACTUAL WAIVER SHALL BE CONTAINED IN A WRITING SIGNED BY THE PARTY
AGAINST WHOM ENFORCEMENT OF SUCH WAIVER IS SOUGHT.
THIS AGREEMENT SHALL NOT BE
CONSTRUED FOR OR AGAINST ANY PARTY BY REASON OF THE AUTHORSHIP OR ALLEGED
AUTHORSHIP OF ANY PROVISIONS HEREOF OR BY REASON OF THE STATUS OF THE RESPECTIVE
PARTIES.
10.19
NO GRANT.
EXCEPT AS SET FORTH ON SCHEDULE B, EACH MEMBER AND ITS
AFFILIATES RETAINS AND HAS NOT GRANTED TO THE COMPANY OR THE OTHER MEMBER OR ITS
AFFILIATES ANY RIGHTS TO ITS INTELLECTUAL PROPERTY OR OTHER ASSETS.
10.20
GENERAL USAGE.
THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION
OF THIS AGREEMENT.
EXCEPT WHERE THE CONTEXT CLEARLY REQUIRES TO THE CONTRARY:
(I) ALL REFERENCES IN THIS AGREEMENT TO DESIGNATED ARTICLES ARE TO THE
DESIGNATED ARTICLES AND OTHER SUBDIVISIONS OF THIS AGREEMENT; (II) INSTANCES OF
GENDER OR ENTITY-SPECIFIC USAGE (E.G., "HIS" "HER" "ITS" "PERSON" OR
"INDIVIDUAL") SHALL NOT BE INTERPRETED TO PRECLUDE THE APPLICATION OF ANY
PROVISION OF THIS AGREEMENT TO ANY INDIVIDUAL OR ENTITY; (III) THE WORD "OR"
SHALL NOT BE APPLIED IN ITS EXCLUSIVE SENSE; (IV) "INCLUDING" SHALL MEAN
"INCLUDING, WITHOUT LIMITATION"; (V) REFERENCES TO LAWS, REGULATIONS AND OTHER
GOVERNMENTAL RULES, AS WELL AS TO CONTRACTS, AGREEMENTS AND OTHER INSTRUMENTS,
SHALL MEAN SUCH RULES AND INSTRUMENTS AS IN EFFECT AT THE TIME OF DETERMINATION
(TAKING INTO ACCOUNT ANY AMENDMENTS THERETO EFFECTIVE AT SUCH TIME WITHOUT
REGARD TO WHETHER SUCH AMENDMENTS WERE ENACTED OR ADOPTED AFTER THE EFFECTIVE
DATE OF THIS AGREEMENT) AND SHALL INCLUDE ALL SUCCESSOR RULES AND INSTRUMENTS
THERETO; (VI) REFERENCES TO "$" OR "DOLLARS" SHALL