Common use of 2Rules of Construction Clause in Contracts

2Rules of Construction. In this Agreement, unless a clear contrary intention appears: (a) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (b) the term “including” (and all correlative terms) shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, and not to any particular subdivision unless expressly so limited; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes such Person’s heirs, executors, administrators, legal representatives, successors and assigns but only if such heirs, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (j) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (l) relative to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; (m) the Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, ​ ​ or to affect the meaning or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such Person, unless specifically provided otherwise. ​

2Rules of Construction. In Unless the context otherwise requires: (a) A capitalized term has the meaning assigned to it; (b) An accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (c) Any reference in this Agreement or any Ancillary Document to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment of, any legislative provision substituted therefor, and all regulations and statutory instruments issued thereunder or pursuant thereto. (d) References in the singular or to “him,” “her,” “it,” “itself,” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be; (e) References to Articles and Sections and Exhibits shall refer to articles and sections and exhibits of this Agreement, unless a clear contrary intention appears: (a) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (b) the term “including” (and all correlative terms) shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, and not to any particular subdivision unless expressly so limited; otherwise specified; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes such Person’s heirs, executors, administrators, legal representatives, successors and assigns but only if such heirs, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (j) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (l) relative to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; (m) the Article and Section titles and The headings in this Agreement are inserted for convenience of reference and identification only and are not intended to be a part ofdescribe, ​ ​ interpret, define, or to affect limit the meaning scope, extent or intent of this Agreement or any provision thereof; (g) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation ofarises, 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 provisions of this Agreement; and and (nh) all actions which any Person may take and all determinations which any Person may make pursuant All monetary figures shall be in United States dollars unless otherwise specified; and (i) References to “including” in this Agreement may be taken and made at the sole and absolute discretion of such Personmeans “including, unless specifically provided otherwise. ​without limitation,” whether or not so specified.

2Rules of Construction. In this Agreement, unless a clear contrary intention appears: (a) if Unless the context otherwise requires, in this Purchase and Sale Agreement: (i) a term is has the meaning assigned to it and an accounting term not otherwise defined as one part of speech has the meaning assigned to it in accordance with GAAP; (such as a noun)ii) unless otherwise defined, it all terms that are defined in the UCC shall have a corresponding meaning when used as another part the meanings stated in the UCC; (iii) words of speech the masculine, feminine or neuter gender shall mean and include the correlative words of other genders; (such as a verb); (biv) the term terms “include,” “including” and similar terms shall be construed as if followed by the phrase “without limitation”; (v) unless otherwise specified, references to a contract or agreement include references to such contract or agreement as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with its terms (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein), and all correlative termsinclude any annexes, exhibits and schedules hereto or thereto, as the case may be; (vi) any reference to any Person shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, and not to any particular subdivision unless expressly so limited; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes include such Person’s heirs, executors, administrators, legal representatives, successors and assigns but only if such heirs(subject to any restrictions on assignment, executors, administrators, legal representatives, successors transfer or delegation set forth herein or in any of the other Transaction Document) and assigns are not prohibited by this Agreement, and any reference to a Person in a particular capacity excludes such Person in any other capacity or individually; capacities; (jvii) reference references to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, Applicable Law shall include such agreement, document, or instrument Applicable Law as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to timeeffect, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment thereof or any substitution therefor; ​ ​ ​ (viii) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (ix) the words “hereof,” “herein,” “hereunder” and similar terms shall refer to this Purchase and Sale Agreement as a whole and not to any particular provision hereof, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Purchase and Sale Agreement unless otherwise specified; (x) the definitions of such section or other provision; (l) relative terms shall apply equally to the determination singular and plural forms of any the terms defined; (xi) in the computation of a period of timetime from a specified date to a later specified date, the word “from” means “from and including” and each of the words “to” and “until” means “to but excluding”; (m) the Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, ​ ​ or to affect the meaning or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such Person, unless specifically provided otherwise. ​and

2Rules of Construction. In Unless the context otherwise requires, in this Agreement, unless a clear contrary intention appears: : (a) if a term is has the meaning assigned to it and an accounting term not otherwise defined as one part of speech (such as a noun), has the meaning assigned to it shall have a corresponding meaning when used as another part of speech (such as a verb)in accordance with GAAP; ​ (b) unless otherwise defined, all terms that are defined in the term UCC shall have the meanings stated in the UCC; (c) words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders; (d) the definitions of terms shall apply equally to the singular and plural forms of the terms defined; (e) the terms “either” and “or” are not exclusive, and “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”; (and all correlative termsf) references to any Law shall include such Law as from time to time in effect, including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor; (g) references to any Person shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, and not to any particular subdivision unless expressly so limited; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes include such Person’s heirs, executors, administrators, legal representatives, successors and permitted assigns but only if such heirs(subject to any restrictions on assignment, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreementtransfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in any other capacity capacities; (h) the word “extent” in the phrase “to the extent” means the degree to which a subject or individually; other thing extends, and such phrase does not mean simply “if;” (i) the word “will” shall be construed to have the same meaning and effect as the word “shall”; (j) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (l) relative to the determination of any period of timewords “hereof”, “from” means herein”, “from and includinghereunder” and “to” means “to but excluding”; (m) the Article and Section titles and headings similar terms when used in this Agreement are inserted for convenience of reference only and are not intended to be a part of, ​ ​ or to affect the meaning or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant shall refer to this Agreement may be taken as a whole and made at the sole not to any particular provision hereof, and absolute discretion of such PersonArticle, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement unless specifically provided otherwise. ​otherwise specified;

2Rules of Construction. In (a) Unless the context clearly requires otherwise or as otherwise explicitly provided in this Agreement, unless a clear contrary intention appearsreferences in this Agreement to: (ai) Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, ​ US-DOCS\137246414.29 ​ this Agreement; (ii) “paragraphs” or “clauses” shall be deemed references to separate paragraphs or clauses of the section or subsection in which the reference occurs; (iii) any Contract (including this Agreement) or Law shall be deemed references to such Contract or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions); (iv) any Person shall be deemed references to such Person’s successors and permitted assigns and, in the case of any Governmental Entity, to any Person succeeding to its functions and capacities; and (v) any federal, state, local or foreign statute or Law (including any definitions thereof) shall be deemed to include references to all rules and regulations promulgated thereunder and shall mean such statutes, Laws, rules or regulations as from time to time amended, modified or supplemented, including by succession of comparable successor statutes, Laws, rules or regulations, as applicable. (b) Unless the context clearly requires otherwise or as otherwise explicitly provided in this Agreement: (i) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (bii) terms defined in the singular have the corresponding meanings in the plural and vice versa; (iii) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (iv) the term “includes” or “including” (and all correlative terms) shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (ev) the words “this Agreement,” “herein,” “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import import, when used in this Agreement, shall refer to this Agreement as a whole, including the Service Schedules, whole and not to any particular subdivision unless expressly so limitedsection or article in which such words appear; (fvi) references in any Article or Section or definition to any clause means such clause of such Article, Section or definitionthe word “or” shall not be exclusive and shall include both the conjunctive and disjunctive; (gvii) all any reference herein to “material to the Business” shall be construed to mean “material to the Business, taken as a whole”; (viii) the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (ix) any references to money “$” mean United States Dollars; (x) any references to a specific time shall refer to the lawful currency of the United Statesprevailing Eastern Time; and (hxi) any event contemplated by agreement, instrument, or writing defined or referred to in this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes such Person’s heirs, executors, administrators, legal representatives, successors and assigns but only if such heirs, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (j) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, means such agreement, documentinstrument, or instrument writing, as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replacedsupplemented, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (l) relative modified prior to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; (m) the Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, ​ ​ or to affect the meaning or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of such Person, unless specifically provided otherwise. ​Execution Date.

2Rules of Construction. In Unless the context otherwise requires, in this Agreement, unless a clear contrary intention appears: : (a) if a An accounting term is not otherwise defined as one part of speech (such as a noun), has the meaning assigned to it shall have a corresponding meaning when used as another part of speech (such as a verb); in accordance with GAAP. ​ ​ (b) Words of the term masculine, feminine or neuter gender shall mean and include the correlative words of other genders. (c) The definitions of terms shall apply equally to the singular and plural forms of the terms defined. (d) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”. (e) Unless otherwise specified, references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein or in any of the other Transaction Documents) and all correlative termsinclude any annexes, exhibits and schedules attached thereto. (f) References to any Applicable Law shall include such Applicable Law as then in effect. (g) References to any Person shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (d) references to Articles and Sections refer to Articles and Sections of this Agreement; (e) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, and not to any particular subdivision unless expressly so limited; (f) references in any Article or Section or definition to any clause means such clause of such Article, Section or definition; (g) all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes include such Person’s heirs, executors, administrators, legal representatives, successors and permitted assigns but only if such heirs(subject to any restrictions on assignment, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreementtransfer or delegation set forth herein or in any of the other Transaction Documents), and any reference to a Person in a particular capacity excludes such Person in any other capacity or individually; capacities. (jh) reference The word “will” shall be construed to any agreement have the same meaning and effect as the word “shall”. (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (ki) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any section or other provision of any Law means, unless specifically provided otherwise, that provision of such law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (l) relative to the determination of any period of timeThe words “hereof”, “from” means herein”, “from and includinghereunder” and “to” means “to but excluding”; (m) the Article and Section titles and headings similar terms when used in this Agreement are inserted for convenience of reference only and are not intended to be a part of, ​ ​ or to affect the meaning or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant shall refer to this Agreement may be taken as a whole and made at the sole not to any particular provision hereof, and absolute discretion of such PersonArticle, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement unless specifically provided otherwise. ​otherwise specified.

2Rules of Construction. In this Agreement, unless a clear contrary intention appears: (a) if a term is defined as one part of speech Unless the context requires otherwise: (such as a noun)i) any pronoun used in this Agreement shall include the corresponding masculine, it shall have a corresponding meaning when used as another part of speech (such as a verb)feminine or neuter forms; (b) the term “including” (and all correlative terms) shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation”; (c) the word “or” is inclusive; (dii) references to Articles and Sections refer to Articles articles and Sections sections of this Agreement; (eiii) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “this Agreement,” “herein,” without limitation”; (iv) the terms “hereof,” “herebyhereto,” “herein” or “hereunder” and words of similar import refer to this Agreement as a whole, including the Service Schedules, whole and not to any particular subdivision unless expressly so limitedprovision of this Agreement; (fv) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (vi) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (vii) references in any Article or Section or definition to any clause means such clause of such Article, Section law or definition; (g) statute shall include all references to money refer to the lawful currency of the United States; (h) any event contemplated by this Agreement requiring the payment of cash or cash equivalents on a day that is not a Business Day shall be deferred until the next Business Day; (i) reference to any Person includes such Person’s heirs, executors, administrators, legal representatives, successors and assigns but only if such heirs, executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (j) reference to any agreement (including this Agreement), document, or instrument means, unless specifically provided otherwise, such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (k) reference to any Law means, unless specifically provided otherwise, such Law as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder thereunder, and reference references to any section law or other provision of statute shall be construed as including any Law meanslegal and statutory provisions consolidating, unless specifically provided otherwiseamending, that provision of such succeeding or replacing the applicable law from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provisionstatute; (lviii) relative references to the determination of any period of time, Person include such Person’s successors and permitted assigns; and (ix) references to “fromdays” means “from and including” and “to” means “are to but excluding”; calendar days unless otherwise indicated. (mb) the Article and Section titles and The headings in this Agreement are inserted for convenience of reference and identification only and are not intended to be a part ofdescribe, ​ ​ interpret, define or to affect limit the meaning scope, extent or interpretation of, this Agreement; and (n) all actions which any Person may take and all determinations which any Person may make pursuant to intent of this Agreement may or any provision thereof. (c) This Agreement shall be taken and made at construed without regard to any presumption or other rule requiring construction against the sole and absolute discretion of such Person, unless specifically provided otherwiseparty that drafted or caused this Agreement to be drafted. ​