NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions and Interpretation.
1.1 Terminology. If the Agreement does not define a particular term, it will have its generally understood meaning (e.g., in the information technology or education industries) based on the context in which it is used.
(a) Generally. Unless the context requires otherwise:
(i) all references herein to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits or Schedules of or to this Agreement;
(ii) the headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions of this Agreement;
(iii) each term defined in this Agreement has the meaning assigned to it;
(iv) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP;
(v) words in the singular include the plural and vice versa;
(vi) all references to “$” or “dollar” amounts will be to lawful currency of the United States;
(vii) unless the context implies otherwise to the extent the term “day” or “days” is used, it will mean calendar day(s);
(viii) references to the masculine, feminine or neuter gender include each other gender;
(ix) the words “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;
(x) the terms “including” and “includes” mean “including or includes without limitation;”
(xi) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time;
(xii) the Recitals, Schedules and Exhibits are deemed a part of this Agreement and are incorporated by reference herein; and
(xiii) whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on or no later than the next succeeding Business Day.