Captions; Certain Conventions; Construction Clause Samples
The "Captions; Certain Conventions; Construction" clause defines how headings, formatting conventions, and interpretive rules apply to the contract. It typically clarifies that section titles or captions are for convenience only and do not affect the meaning of the provisions, and may specify that certain words or phrases should be interpreted consistently throughout the agreement. This clause ensures that the contract is interpreted as intended by the parties, reducing ambiguity and preventing disputes over the meaning of headings or stylistic choices.
Captions; Certain Conventions; Construction. All headings and captions herein are for convenience only and shall not be interpreted as having any substantive meaning. The Schedules to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. Unless otherwise expressly provided herein or the context of this Agreement otherwise requires:
(a) words of any gender include each other gender;
(b) words such as “herein”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear;
(c) words using the singular shall include the plural, and vice versa;
(d) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation”, “inter alia” or words of similar import;
(e) the word “or” shall be deemed to include the word “and” (i.e., shall mean “and/or”)
(f) references to “Article,” “Section,” “subsection”, “paragraph”, “clause” or other subdivision, or to a Schedule, without reference to a document, are to the specified provision or Schedule of this Agreement; and
(g) references to “$” or “dollars” shall be references to U.S. Dollars. This Agreement shall be construed as if the Parties drafted it jointly.
Captions; Certain Conventions; Construction. All headings and captions herein are for convenience only and shall not be interpreted as having any substantive meaning. The Schedules to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. Unless otherwise expressly provided herein or the context of this Agreement otherwise requires:
(a) words of any gender include each other gender; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(b) words such as “herein”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear;
(c) words using the singular shall include the plural, and vice versa;
(d) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation”, “inter alia” or words of similar import;
(e) the word “or” shall be deemed to include the word “and” (i.e., shall mean “and/or”);
(f) references to “Article,” “Section,” “Exhibit,” “subsection”, “paragraph”, “clause” or other subdivision, or to a Schedule, without reference to a document, are to the specified provision or Schedule or Exhibit of this Agreement;
(g) references to “$” or “dollars” shall be references to US Dollars; and
(h) the phrase “have the right” means “have the right, without the obligation”, unless expressly stated otherwise. This Agreement shall be construed as if the Parties drafted it jointly. ARTICLE II
Captions; Certain Conventions; Construction. All captions herein are for convenience only and shall not be interpreted as having any substantive meaning. The Exhibits to this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. Unless otherwise expressly provided herein or the context of this Agreement otherwise requires, (a) words of any gender include all other genders, (b) words such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation”, “inter alia” or words of similar import,