Construction; Additional Definitions. In interpreting and construing this Agreement, unless expressly stated herein to the contrary or the context requires otherwise: (i) all captions, headings and similar terms are for convenience of reference only; (ii) “herein,” “hereof,” “hereunder,” “hereby” and similar terms refer to this Agreement as a whole; (iii) terms used in the plural include the singular and vice versa; (iv) reference to any document means the document as amended or modified and as in effect from time to time; (v) “including,” “include,” “includes” and variations thereof will be construed as if followed by the phrase “without limitation”; (vi) “or” and “any” have the inclusive meaning represented by the phrases “and/or” and “any or all”, respectively; (vii) reference to an article, section, schedule or exhibit is to an article, section, schedule or exhibit, respectively, of this Agreement; (viii) “day” means “calendar day” and when calculating a period of time, the day that is the initial reference day in calculating the period will be excluded; (ix) “law” means any foreign, federal, state or local law, statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; (x) “governmental authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private); (xi) “party” and “parties” means each or all, as appropriate, of the persons who have executed and delivered this Agreement; (xii) “person” means any individual, sole proprietorship, partnership, corporation, joint venture, limited liability company, estate, trust, unincorporated organization, association or other entity or governmental authority; and
Construction; Additional Definitions. (a) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. In this Agreement, unless otherwise specified, the following rules of construction apply: (i) references to “Articles,” “Sections,” “Schedules” and “Exhibits” are references to articles, sections or subsections, schedules and exhibits of this Agreement; (ii) references to any Person include references to such Person’s successors and permitted assigns; (iii) words importing the singular include the plural and vice versa; (iv) words importing one gender include the other gender and the neuter; (v) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) the word “or” shall mean “and/or”; and (vii) a defined term has its defined meaning throughout this Agreement and in each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined.
