Common use of 2Interpretation Clause in Contracts

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Parent means copies of those documents made available in the Data Room to Parent and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in The following rules of interpretation will apply to this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “hereof”, “hereby”, “herein” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include,” ”, “includes,” and or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation” ”, whether or not they are in fact followed by such those words or words of similar import; like import; (bh) the word “or” is not exclusive; (c) references to an writing”, “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,written” and comparable words terms refer to all printing, typing and other means of this Agreement, reproducing words (including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; electronic media) in a visible form; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (hi) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to it that Contract as amended, modified, supplemented, and restated as of modified or supplemented from time to time in accordance with the date terms of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules Agreement and regulations promulgated thereunder; such Contract; (ik) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective the predecessors, successors and permitted assigns of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and in the case of a natural personincluding” or “through and including”, such Person’s heirs, estate, and personal representatives); respectively; (jm) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; if”; and (ko) references to copies of documents that the Parties have been delivered, provided or made available to Parent means copies of those documents made available participated jointly in the Data Room to Parent negotiation and its Representatives at least one day prior to drafting of this Agreement and, in the date event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Parent Purchaser means copies of those documents made available in the Data Room to Parent Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers the Company Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers the Company Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar ​ days; and (k) references to copies of documents that have been delivered, provided or made available to Parent Purchaser means copies of those documents made available in the Data Room to Parent Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in shall include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in Sellers Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in Sellers Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (ji) references to a “daydollars” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Parent means copies of those documents made available in the Data Room to Parent and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in will include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in Sellers Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in Sellers Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in i) references to “dollars” or “$” will mean the case lawful currency of a natural personthe United States of America, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and , (k) references if interest is to copies of documents that have been delivered, provided or made available to Parent means copies of those documents made available in the Data Room to Parent and its Representatives at least one day prior to the date of be computed under this Agreement. Any , it will be computed on the basis of a 360-day year of twelve 30-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting term terms that is are not otherwise defined in this Agreement has herein will have the meaning meanings given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in Unless the context of this Agreement or as otherwise requires: Any reference to the context may otherwise require: (a) singular shall include the words plural and vice-versa; Words of any gender are deemed to include the other gender; Reference to the word “include,” “includes,” and “including” are deemed to shall be followed by “construed without limitation; Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the Annexures hereto and shall be ignored in construing the same. The terms “hereof”, “herein”, “hereby”, “hereto” whether and derivative or not they are in fact followed by such similar words refer to this entire Agreement or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision specified Clauses of this Agreement, as the case may be; The term “Clause”, “Schedule” and “Annexure” refers to the specified Clause, Schedule or to an appendixAnnexure, ​ ​ exhibitrespectively, schedule, or disclosure schedule to of this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not Reference to any particular article, section, preamble, recital, legislation or other subdivision of this Agreement, Law or appendix, exhibit, schedule, any policy issued by a Governmental Authority or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, provision thereof shall include references to any agreement such legislation, Law or other document are any policy as it may, from time to such agreement or document as time, be amended, modified, superseded, supplementedsupplemented or re-enacted, and restated now or any reference to statutory provision shall include any subordinate legislation made from time to time after under that provision; The Recitals, the date Schedules and Annexures hereto shall constitute an integral part of this Agreement; (h) references The index hereto and headings and titles herein are used for convenience of reference only and shall not affect the construction of this Agreement; Reference to any Law are document includes an amendment or supplement to, or replacement or novation of, that document, but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; Any word or phrase defined in the body of this Agreement as opposed to being defined in Clause 1.1 above shall have the meaning assigned to it in such definition throughout this Agreement, unless the contrary is expressly stated or the contrary clearly appears from the context; If any provision in the recitals or Clause 1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as amended, modified, supplemented, and restated as of if it were a substantive provision in the date body of this Agreement; When any number of days is prescribed in any document, andthe same shall be reckoned exclusively of the first and inclusively of the last day unless the last day does not fall on a Business Day, in which case the last day shall be the next succeeding day which is a Business Day; Any reference in this Agreement, to consent or approval or similar connotation, unless the context requires expressly stated otherwise, any shall be in writing, and shall include electronic mail communications; Any reference to any statute will “writing” shall include printing, typing, lithography and other means of reproducing words in visible form; Any reference to a document in an “agreed form” is to a document in a form agreed between the Parties initialed on or after the Execution Date for the purpose of identification by or on behalf of each of them (in each case with such amendments as may be agreed in writing by or on behalf of the Parties); All the obligations of the Seller under this Agreement shall be deemed also to refer include the obligation of the Partners to all rules cause the Seller to undertake and regulations promulgated thereunderperform such obligations; References to the knowledge, information, belief or awareness of the Seller and/ or the Partners shall be deemed to include the knowledge, information, belief or awareness that the Seller or the Partners would have if the Seller or the Partners had made due and careful enquiry (iwhether such enquiry was actually made or not) except for references in Sellers Disclosure Scheduleand the knowledge of the Seller and/ or the Partners shall include the knowledge of any of the directors or key employees or Partners of the Seller and the Partner; The words “directly or indirectly” mean directly, references to any Person include such Person’s respective successors or indirectly through one or more intermediary Persons, or through contractual or other legal arrangements, and permitted assigns (and “direct or indirect” shall have the correlative meanings; Time is of essence in the case performance of a natural personthe Parties’ respective obligations. If any time period specified herein is extended, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number extended time shall also be of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar daysessence; and (k) references No provision of this Agreement shall be interpreted in favour of, or against, any Party by reason of the extent to copies of documents that have been delivered, provided which such Party or made available to Parent means copies of those documents made available its counsel participated in the Data Room drafting hereof or by reason of the extent to Parent and its Representatives at least one day which any such provision is inconsistent with any prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAPdraft hereof.