Integration and Construction. This Agreement, the Confidentiality Agreement and the Related Agreements (including in each case all schedules and exhibits hereto or thereto) shall comprise the complete and integrated agreement of the parties hereto and shall supersede all prior agreements, written or oral, on the subject matter hereof. Upon the Closing, the Confidentiality Agreement shall terminate and be of no further force and effect. Any captions to, or headings of, the sections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation of this Agreement. Where the context so requires, words used in any gender shall be deemed to include other genders, and the singular number shall include the plural and vice versa. Unless the context requires otherwise, wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed followed by the words “without limitation.” The Recitals appearing at the beginning of this Agreement, and the Exhibits and Schedules attached hereto, are hereby incorporated into and are deemed to constitute a part of the operative text of this Agreement. Each party hereto and such party’s counsel have had the full opportunity to review and comment upon, and have reviewed and commented upon, this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any Exhibits or Schedules attached hereto.
Integration and Construction. 9 1.4 HEADINGS; NUMBER AND GENDER...........................................10
Integration and Construction. (a) The documents listed below in this Article 1.3 (Integration and Construction), including any Exhibits, Attachments, and Schedules, as amended from time to time in accordance with Article 28.3 (Amendments), constitute this Contract and shall be deemed to constitute one fully integrated agreement between the Parties. In the event of any conflict or inconsistency among the provisions of the various documents of this Contract, such conflict or inconsistency shall be resolved by giving a descending level of precedence to the documents in the order set forth below:
(1) Terms and Conditions
(2) Exhibit A - Network Design Criteria and Process
(3) Exhibit B - Statement of Work (SOW)
(4) Exhibit C - Contract Pricing, Payments and Milestone Achievement Criteria
(5) Exhibit D - Data and Documentation
(6) Exhibit E - Network Testing and Acceptance Criteria
(b) Exhibits A, B, C, D, and E are attached to and incorporated into these Terms and Conditions.
Integration and Construction. This Agreement together with all Exhibits and Schedules referred to herein shall comprise the complete and integrated agreement of the parties hereto and shall supersede all prior agreements, written or oral, on the subject matter hereof. This Agreement has been drafted with the joint participation of the parties hereto and shall be construed to be neither against nor in favor of Seller or Buyer in accordance with the fair meaning thereof. The parties further agree that this Agreement will be construed to effectuate the normal and reasonable expectations of a sophisticated seller and buyer.
Integration and Construction. The documents listed below in this Article 1.3 (Integration and Construction), including any Exhibits, Attachments, Schedules, and Annexes, as amended from time to time in accordance with Article 34.3 (Amendments), constitute this Contract and shall be deemed to constitute one fully integrated agreement between the Parties. In the event of any conflict or inconsistency among the provisions of the various documents of this Contract, such conflict or inconsistency shall be resolved by giving a descending level of precedence to the documents in the order set forth below:
(a) Terms and Conditions
(b) Exhibit G - Payment Plan and Termination Liability Amounts
(c) Exhibit G-1 - Payment Plan for Interest on In-Orbit Incentive Amounts
(d) Exhibit G-2 - Ground Spare Satellite Payment Plan and Termination Liability Amounts
(e) Exhibit G-3 - 4th and 5th Optional Satellites Payment Plan and Termination Liability Amounts
(f) Exhibit B - Statement of Work (SOW)
(g) Exhibit A - Spacecraft Performance Specifications
(h) Exhibit D - Test Plan Requirements
(i) Exhibit C - Product Assurance Plan
(j) Exhibit E - Radiation Environment
(k) Exhibit F - Long-Lead Activities and Items
Integration and Construction. This Agreement, including the Seller Disclosure Schedule, the Buyer Disclosure Schedule and the other agreements, documents and written understandings referred to herein or otherwise entered into or delivered by the Parties on the date of this Agreement, including the Related Agreements, shall comprise the complete and integrated agreement of the parties hereto and shall supersede all prior agreements, written or oral, on the subject matter hereof. Any captions to, or headings of, the sections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation of this Agreement. Where the context so requires, words used in any gender shall be deemed to include other genders, and the singular number shall include the plural and vice versa. The Recitals appearing at the beginning of this Agreement, and the Exhibits and Schedules attached hereto, are hereby incorporated into and are deemed to constitute a part of the operative text of this Agreement. Each party hereto and such party’s counsel have had the full opportunity to review and comment upon, and have reviewed and commented upon, this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any Exhibits or Schedules attached hereto.
Integration and Construction. The language in all parts of this Lease shall be construed, in all cases, according to its fair meaning, and not for or against any party hereto. The parties acknowledge that each party and its counsel have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are to be resolved against the drafting party, shall not be employed in the interpretation of this Lease.
Integration and Construction. The documents listed below in this Article 1.3, including any Attachments, Schedules, and Annexes referenced therein constitute this Agreement and shall be deemed to constitute one fully integrated agreement between the Parties. In the event of any conflict or inconsistency among the provisions of the various documents of this Agreement, such conflict or inconsistency shall be resolved by giving a descending level of precedence to the documents in the order set forth below:
(a) Terms and Conditions (b) Exhibit C — Milestone Payment and Termination Liability Schedule (c) Exhibit B — Statement of Work (d) Exhibit A — Satellite Specification (e) Exhibit D — Performance Payment Criteria and Schedule
Integration and Construction. The preamble of this Agreement is an integral part of this Agreement. Headings and Clauses are for the purpose of organization only and shall not be used to interpret this Agreement. The exhibits, annexes, and schedules identified in this Agreement are incorporated herein by reference and made a part hereof and defined terms of this Agreement have the same meaning if used in such exhibits, annexes, and schedules. Any obligation hereunder that falls on a day that is not a Business Day shall be postponed to the next Business Day. Reference herein to any statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
Integration and Construction. The documents listed below in this Article 1.3, including any Attachments, Schedules, and Annexes referenced therein constitute this Agreement and shall be deemed to constitute one fully integrated agreement between the Parties. In the event of any conflict or inconsistency among the provisions of the various documents of this Agreement, such conflict or inconsistency shall be resolved by giving a descending level of precedence to the documents in the order set forth below:
(a) Terms and Conditions of this Agreement
(b) Exhibit 1 — WorldView 3 Satellite Statement of Work
(c) Exhibit 2 — WorldView 3 Satellite Specification
(d) Exhibit 3 — WorldView 3 Milestone Payment and Termination Liability Schedule
(e) Exhibit 4 — WorldView 3 Software License Agreement
(f) Exhibit 5 — WorldView 3 Bi-lateral Non-Disclosure Agreement
