The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, 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 of the provisions of this Agreement. Any reference to any Applicable Law shall be deemed to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”. Unless otherwise specified or where the context otherwise requires: (i) the singular shall include the plural and the plural shall include the singular wherever appropriate; (ii) references to any gender include all others if applicable in the context; (iii) any term defined as a particular part of speech shall have the analogous meaning when used as a different part of speech; (iv) the words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) references to “Clauses,” “Sections,” “Articles,” “Schedules” and “Exhibits” shall be to Clauses, Sections, Articles, Schedules and Exhibits of or to this Agreement; (vi) the Schedules and Exhibits to this Agreement are an integral part of this Agreement; (vii) references to any Person include the successors and permitted assigns of such Person and any reference to a Governmental Authority includes any successor thereto; (viii) references to any Contract (including this Agreement) or other document are to such Contract or other document as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, as applicable; (ix) any reference to any Applicable Law means such Applicable Law as amended, supplemented, modified or replaced from time to time and (x) the use of the words “or,” “either” and “any” shall not be exclusive. The Parties intend that representation, warranty and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact the Party is in breach of the first representation, warranty or covenant.