Common use of Construction; Absence of Presumption Clause in Contracts

Construction; Absence of Presumption. 10.1.1 For the purposes of this Agreement, (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendices) and not to any particular provision of this Agreement, and Article, Section, paragraph, and Appendix references are to the Articles, Sections, paragraphs, and Appendices to this Agreement, unless otherwise provided, (c) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”, and (d) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise provided. 10.1.2 The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement (including all Appendices) or any amendments hereto or thereto.

Construction; Absence of Presumption. 10.1.1 (a) For the purposes of this Agreement, (ai) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa versa, and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, ; (bii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendices) and not to any particular provision of this Agreement, ; (iii) Article and Article, Section, paragraph, and Appendix Section references are to the Articles, Sections, paragraphs, Articles and Appendices Sections to this Agreement, unless otherwise provided, specified; (civ) the words word “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”, and ; (dv) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise providedspecified; and (vi) all references herein to “$” or dollars shall refer to United States dollars. 10.1.2 (b) The Parties hereby acknowledge that each Party table of contents and its counsel have reviewed and revised this Agreement in good faith and that no rule headings herein are for convenience of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. (including all Appendicesc) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, 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 amendments hereto or theretoparty by virtue of the authorship of any provision of this Agreement.

Construction; Absence of Presumption. 10.1.1 (a) For the purposes of this Agreement, : (ai) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined 13 herein) of one gender shall be held deemed to include the other gender as the context requires, ; (bii) the terms “hereof,” ”, “herein”, “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendicesof the Exhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Appendix Annex references are to the Articles, Sections, paragraphs, Exhibits and Appendices Annexes of or to this Agreement, Agreement unless otherwise provided, specified; (ciii) the words word “including” and “such as” and words of similar import when used in this Agreement shall mean “including, including without limitation”, and ” unless the context otherwise requires or unless otherwise specified; (div) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise providedspecified; and (v) the use of “or” is not intended to be exclusive unless expressly indicated otherwise. 10.1.2 (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party Party shall be employed in the interpretation of this Agreement (including all Appendicesof the Exhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. 10.1.1 10.1.1. For the purposes of this Agreement, (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires, (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendices) and not to any particular provision of this Agreement, and Article, Section, paragraph, and Appendix references are to the Articles, Sections, paragraphs, and Appendices to this Agreement, unless otherwise provided, (c) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”, and (d) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise provided. 10.1.2 10.1.2. The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Agreement (including all Appendices) or any amendments hereto or thereto.

Construction; Absence of Presumption. 10.1.1 (a) For the purposes of this Agreement, : (ai) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires, ; (bii) the terms “hereof,” ”, “herein”, “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Appendicesof the Exhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Appendix Annex references are to the Articles, Sections, paragraphs, Exhibits and Appendices Annexes of or to this Agreement, Agreement unless otherwise provided, specified; (ciii) the words word “including” and “such as” and words of similar import when used in this Agreement shall mean “including, including without limitation”, and ” unless the context otherwise requires or unless otherwise specified; (div) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise providedspecified; and (v) the use of “or” is not intended to be exclusive unless expressly indicated otherwise. 10.1.2 (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement in good faith and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party Party shall be employed in the interpretation of this Agreement (including all Appendicesof the Exhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.