Governing Law; Construction This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.
Neutral Construction The parties to this Agreement agree that this Agreement was negotiated fairly between them at arm's length and that the final terms of this Agreement are the product of the parties' negotiations. Each party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby. The parties agree that this Agreement shall be deemed to have been jointly and equally drafting by them, and that the provisions of this Agreement therefore should not be construed against a party or parties on the grounds that such party or parties drafted or was more responsible for the drafting of any such provision(s).
General Construction 20.2.1. Binding Nature.............................................. 20.2.2. Entire Agreement............................................ 20.2.3. Governing Law............................................... 20.2.4. Indulgences Not Waivers..................................... 20.2.5. Titles Not to Affect Interpretation......................... 20.2.6.
Other Terms; Construction (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns permitted hereunder, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
Specific Shall Not Limit General; Construction No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.
Severability; Construction Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement. 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.
Initial Construction Attached hereto are plans showing proposed modifications to Premises. Within 20 days of execution of the Lease, Landlord will prepare construction drawings and specifications for such modifications containing such details as dimensions, partition plans, dimensioned electrical and telephone outlet plans, modified reflected ceiling plans, room finish schedule, including wall, carpet, floor tile, and VCT colors, and other necessary construction details and specifications for the completion of such work, all in a manner reasonably acceptable to Tenant. Space planning, construction drawings, and specifications shall be provided by Landlord to Tenant a no cost to Tenant. All construction of modifications to Tenant's Premises will be accomplished by Tenant's contractor, which contractor shall furnish to Landlord evidence of insurance as follows: General Liability and Property Damage - $2,000,000 Aggregate, $2,000,000 per Occurrence; Workmens Compensation, and an Owners and Contractors Protective Liability Policy in the amount of $1,000,000 naming the owner and The Gutixxxxx Xxxpany as insureds. In addition, in Tenant's construction contract, Tenant shall insure that the contract holds Landlord and The Gutixxxxx Xxxpany harmless, and that Landlord and The Gutixxxxx Xxxpany are additional named insureds on all of Tenant's insurance policies. It shall be Tenant's contractor's responsibility to obtain the building permit for said modifications to Premises. It shall be Tenant's responsibility to insure that all Tenant's general contractors subcontractors and materialmen are paid in full, and if a lien is placed upon the Building by any such contractor, subcontractor, materialmen, or other, to promptly remove such lien or provide a bond reasonably satisfactory to Landlord and Landlord's mortgagee to insure that such lien will be paid in full while contesting such lien. Landlord shall permit Tenant and Tenant's contractor access for construction of modifications to Tenant's premises promptly after execution hereof. All changes and additions shall be part of the Building, except such items as by writing at the time of approval the parties agree either shall be removed by Tenant on termination of this Lease, or shall be removed or left at Tenant's election.
Legal Construction If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision.
Construction of Agreement The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.
