Construction and Interpretation; No Waivers; Amendment Clause Samples

Construction and Interpretation; No Waivers; Amendment. This Agreement has been negotiated and drafted by both parties and their attorneys, and therefore the language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement. References to “Sections” are to Sections of this Agreement, unless otherwise specifically provided. All references made (i) in the neuter, masculine or feminine gender shall be deemed to have been made in all genders, and (ii) in the singular or plural shall be deemed to have been made in all numbers. “Including” means “including without limitation”. If any time period expires or deadline falls on a day that is not a Business Day, it shall be extended to the next Business Day. As used in this Agreement, an “Affiliate” means with respect to Seller or Buyer, any person or entity directly or indirectly controlling, controlled by or under common control with such other person or entity. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies whether through the ownership of voting securities, by contract or otherwise. The term “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity or a governmental entity (or any department, agency or political subdivision thereof), or other entity of any kind, or any combination of the foregoing. No waiver hereunder by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. Any waiver, amendment, modification, consent or acquiescence with respect to any provision of this Agreement must be set forth in writing and duly executed by the party to be bound thereby.