Common use of Exhibits and Schedules; Interpretation Clause in Contracts

Exhibits and Schedules; Interpretation. All Schedules and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this Services Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Annex but not otherwise defined therein, shall have the meaning as defined in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereof, the terms "include" and "including" shall be deemed followed by the words "without limitation" unless the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Services Agreement shall refer to this Services Agreement as a whole and not to any particular provision of this Services Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means 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. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require the Party of which such Non-Party Entity is a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as the case may be.

Exhibits and Schedules; Interpretation. The headings contained in this Agreement or in any exhibit or schedule hereto and in the table of contents are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any matter set forth in any provision, subprovision, section or subsection of any schedule shall be deemed set forth in such other provisions of the schedules to the extent the applicability thereto is reasonably apparent for all purposes of the schedules. All Schedules exhibits and Annexes schedules annexed hereto or referred to herein this Agreement are hereby incorporated in herein and made a part of this Services Agreement as if set forth in full herein. Any Each capitalized terms term used in any Schedule schedule or Annex exhibit but not otherwise defined therein, shall have has the meaning as defined specified in this Services Agreement. When a reference is made in this Services Agreement to an Article, Section, Schedule or Annex, such reference shall be to an Article or Section of, or a Schedule or Annex to, this Services Agreement unless otherwise indicated. For all purposes hereofhereunder, (a) definitions of terms shall apply equally to the singular and plural forms of the terms "defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the terms “include" ”, “includes” and "“including" ” shall be deemed followed by the words "“without limitation" unless ”, (d) the context otherwise requires or unless otherwise specified. The word "or" shall not be exclusive. Words in the singular shall be held to include the plural words “hereof”, “herein” and vice versa, and words of one gender shall be held to include the other gender as the context requires. The words "hereof", "herein" and "“hereunder" ” and words of similar import when used in this Services Agreement shall refer to this Services Agreement as a whole and not to any particular provision of this Services Agreementand (e) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if”. Any agreement, instrument or statute defined or referred reference to herein or an “applicable Closing” in any agreement or instrument that is referred to herein means 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. A "person" means any individual, firm, corporation, partnership, joint stock company, limited liability company, trust, joint venture, Governmental Entity or other entity. References to a person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable. Unless expressly stated to the contrary in this Services Agreement, all references to "the date hereof," "the date of this Agreement," hereby" and "hereupon" and words of similar import shall all be references to the Distribution Date, regardless of any amendment or restatement thereof. To the extent any provision hereof requires action or inaction of any non-party subsidiary of either Party (a "Non-Party Entity"), such provision shall be deemed to require be a reference to the Party Initial Closing; provided that if the Foreign Country Unit (or the Acquired Assets, Assumed Liabilities, Shares or Covered Employees relating thereto) which is the subject of such provision shall not have been transferred to Purchaser at or prior to the Initial Closing, such reference shall be deemed to refer to the applicable Foreign Country Unit Closing with respect to such Foreign Country Unit. Any reference to an “applicable Closing Date” in any provision shall be deemed to be a reference to the date of the applicable Closing. Any reference to any date or time with respect to any Country Unit shall be a reference to the local time at the contemplated place of the Closing with respect to such Country Unit. In the event of any conflict between this Agreement and any Foreign Transfer Agreement, the terms of this Agreement shall control. The parties have participated jointly in the negotiating and drafting of this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision. This Agreement is in the English language only, which such Non-Party Entity is shall be controlling in all respects. No translation, if any, of this Agreement into any other language shall be of any force or effect in the interpretation of this Agreement or in a direct or indirect subsidiary to cause such Non-Party Entity to take or refrain from taking such action, as determination of the case may beintent of any party.