Common use of 2Rules of Construction Clause in Contracts

2Rules of Construction. Unless the context otherwise requires, in this Agreement: (a) An accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. ​ ​ (b) Words of the 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 include 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 include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer 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 other capacities. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this 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 Agreement unless otherwise specified.

2Rules of Construction. Unless the context otherwise requires, in In this Agreement: , unless a clear contrary intention appears: (a) An accounting if a term not otherwise is defined has the as one part of speech (such as a noun), it shall have a corresponding meaning assigned to it in accordance with GAAP. ​ ​ when used as another part of speech (such as a verb); (b) Words of the 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”, term “including” (and similar terms shall be construed as if followed by the phrase “without limitation”. (eall correlative terms) 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 include 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 include 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 permitted assigns (subject to any restrictions on assignmentbut only if such heirs, transfer or delegation set forth herein or in any of the other Transaction Documents)executors, administrators, legal representatives, successors and assigns are not prohibited by this Agreement, and any reference to a Person in a particular capacity excludes such Person in any other capacities. capacity or individually; (hj) The word “will” shall be construed reference to have 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 same meaning 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 as 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 word “shall”. substantive amendment, modification, codification, replacement, or reenactment of such section or other provision; (il) The words “hereof”relative to the determination of any period of time, “herein”, from” means “hereunderfrom and including” and similar terms when used “to” means “to but excluding”; (m) the Article and Section titles and headings in this Agreement shall refer 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 as a whole may be taken and not to any particular provision hereofmade at the sole and absolute discretion of such Person, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, this Agreement unless otherwise specified.specifically provided otherwise. ​

2Rules of Construction. Unless In this Agreement, except to the extent otherwise provided or that the context otherwise requires, in this Agreement: (a) An a capitalized term has the meaning assigned to it herein; (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. ​ ​ (b) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders.; (c) The definitions of terms shall apply equally to references in the singular or to “him,” “her,” “it,” “itself,” or other like references, and references in the plural forms of or the terms defined.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; (d) The terms “include”, “including” the Exhibits and similar terms shall be construed Schedules to this Agreement are an integral part of this Agreement and are hereby incorporated herein and made a part hereof as if followed by the phrase “without limitation”.set forth herein; (e) Unless references to Articles, Sections, and Exhibits shall refer to articles, sections, and exhibits of this Agreement, 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 include any annexes, exhibits and schedules attached thereto.; (f) References the table of contents and headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any Applicable Law shall include such Applicable Law as then in effect.provision thereof; (g) References to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer 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 other capacities. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The words “hereof”, ,” “herein”, ,” and “hereunder” and words of similar terms import, when used in this Agreement shall Agreement, refer to this Agreement as a whole and not to any particular provision hereofof this Agreement, and Article, Section and Exhibit references herein are references to Articles and Sections of, and Exhibits to, the words “the date hereof” when used in this Agreement refer to the date of this Agreement; (h) where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to (including all amendments, addendums and modifications thereto), has been physically or electronically delivered to the relevant Parties or their representatives, including, in the case of “made available” to Purchaser, ​ ​ material that has been posted in the Data Room as that site existed as of 12:00 p.m. on the Business Day which is two (2) Business Days prior to the date of this Agreement; (i) this Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party that drafted and caused this Agreement to be drafted each provision hereof shall have and be interpreted as having independent significance; (j) all terms defined in this Agreement have the defined meanings when used in any Schedule or Exhibit to this Agreement, any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (k) time is of the essence for each and every provision of this Agreement. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; (l) all monetary figures shall be in United States dollars unless otherwise specified.; (m) references to “include,” “includes” or “including” in this Agreement are deemed to be followed by the words “without limitation,” whether or not so specified; (n) references to “day” or “days” are to calendar days; (o) references to time are to U.S. Eastern Time unless otherwise expressly specified; (p) references to a Person are also to its successors and permitted assigns; (q) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (r) an item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (i) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (ii) such item is otherwise specifically set forth on the balance sheet or financial statements, or (iii) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto. ​

2Rules of Construction. Unless the context otherwise requires, in this Agreement: (a) An a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. ​ ; ​ (b) Words unless otherwise defined, all terms that are defined in the 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.; (cd) The the definitions of terms shall apply equally to the singular and plural forms of the terms defined.; (de) The 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”.; (ef) Unless otherwise specified, references to an agreement or other document any Law shall include references to such agreement or document Law 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 include any annexes, exhibits and schedules attached thereto. (f) References to any Applicable Law shall include such Applicable Law as then in effect., including any amendment, modification, codification, replacement or reenactment thereof or any substitution therefor; (g) References references to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer 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 other capacities.; (h) The the word “extent” in the phrase “to the extent” means the degree to which a subject or 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”.; (ij) The the words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this 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 Agreement unless otherwise specified.;

2Rules of Construction. (a) Unless the context otherwise requires, in this Purchase and Sale Agreement: (ai) An a term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP. ​ ​; (bii) Words unless otherwise defined, all terms that are defined in the UCC shall have the meanings stated in the UCC; (iii) words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders.; (civ) 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”.; (ev) Unless unless otherwise specified, references to an a contract or agreement or other document include references to such contract or agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the its 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) herein), and include any annexes, exhibits and schedules attached hereto or thereto., as the case may be; (fvi) References to any Applicable Law shall include such Applicable Law as then in effect. (g) References reference to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein or in any of the other Transaction Documents), Document) and any reference to a Person in a particular capacity excludes such Person in other capacities.; (hvii) The references to any Applicable Law shall include such Applicable Law as from time to time in effect, including any 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”.; (iix) The the words “hereof”, ,” “herein”, ,” “hereunder” and similar terms when used in this Agreement 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 terms shall apply equally to the singular and plural forms of the terms defined; (xi) in the computation of a period of time 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”; and