Common use of Construction; Absence of Presumption Clause in Contracts

Construction; Absence of Presumption. (a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender, in each case as the context requires; (ii) 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 the Related Agreements and all of the Exhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the word "including" and words of similar import when used in this Agreement shall mean "including without limitation" unless the context otherwise requires or unless otherwise specified; (iv) the word "or" shall not be exclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vii) all references to dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or warranty, or any covenant or agreement, such representation or warranty shall be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise imposed by this Agreement.

Construction; Absence of Presumption. (a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender, in each case as the context requires; (ii) 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 the Related Agreements and all of the Exhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the word "including" and words of similar import when used in this Agreement shall mean "including without limitation" unless the context otherwise requires or unless otherwise specified; (iv) the word "or" shall not be exclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vii) all references to dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or warranty, or any covenant or agreement, such representation or warranty shall be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED provided that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise imposed by this Agreement.

Construction; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, e-mail); (ii) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established; (iii) references to a “person” include any natural person, company, partnership, joint venture, firm, association, trust, proprietorship, other business organization, union, and any Governmental Authority, whether incorporated or unincorporated and shall include a reference to that person’s legal representative or successors; (iv) 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, in each case gender as the context requires; (iiv) 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 the Related Agreements and all of the Exhibits Schedules which are incorporated into and Schedulesform part of this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit paragraph and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiivi) the word "“including" ” and words of similar import when used in this Agreement shall mean "means “including without limitation" ” unless the context otherwise requires or unless otherwise specified; (ivvii) the word "“or" ” shall not be exclusive; (vviii) “commercially reasonable efforts” shall not require waiver by any reference to Party of any federal, state, local material rights or foreign statute any action or law shall omission that would be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwisea breach of this Agreement; (viix) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (viix) all references to dollar amounts shall be any statute or statutory provision include a reference to U.S. Dollars. For purposes hereofthat statute or statutory provision as amended, where a party hereto makes a representation consolidated or warrantyreplaced from time to time (whether before or after the date of this Agreement) and include any subordinate regulation or rule made under the relevant statute or statutory provision, except to the extent that any amendment, consolidation or replacement would increase or extend the liability of Sellers under this Agreement; (xi) references to any New York legal term for any statute, action, remedy, method of financial proceedings, legal document, legal status, court, official or any covenant legal concept or agreementthing shall, such representation or warranty shall be deemed made by in respect of any relevant Subsidiary of such party and such covenant or agreement shall jurisdiction other than New York, be deemed to be include what most nearly approximates in that jurisdiction to the New York legal term; and (xii) references to “material” mean, where the context so admits, material, individually or in the aggregate, with respect to the financial condition, results of operations, business, assets or liabilities of the Group, taken as a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED that nothing in this sentence shall relieve such party whole or, as the case may be, of any of its liabilities or obligations otherwise imposed by this Agreement.the Joint Venture;

Construction; Absence of Presumption. (a) For the purposes hereof: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender, in each case as the context requires; (ii) 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 the Related Agreements and all of the Exhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iii) the word "“including" ” and words of similar import when used in this Agreement shall mean "“including without limitation" ” unless the context otherwise requires or unless otherwise specified; (iv) the word "“or" ” shall not be exclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vii) all references to dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or warranty, or any covenant or agreement, such representation or warranty shall be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED provided that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise imposed by this Agreement.

Construction; Absence of Presumption. (a) For the purposes hereofof this Agreement: (i) 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, in each case gender as the context requires; (ii) 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 the Related Agreements and all of the Exhibits and SchedulesAnnexes) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule Annex references are to the Articles, Sections, paragraphs, Exhibits and Schedules Annexes of or to this Agreement unless otherwise specified; (iii) the word "“including" ” and words of similar import when used in this Agreement shall mean "“including without limitation" ” unless the context otherwise requires or unless otherwise specified; (iv) the word "or" shall not be exclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (viiv) all references the use of “or” is not intended to dollar amounts be exclusive unless expressly indicated otherwise. (b)The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or warranty, employed in the interpretation of this Agreement (including all of the Exhibits and Annexes) or any covenant or agreementamendments hereto. (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, such representation or warranty the terms of the specific Tax provision shall be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise imposed by this Agreement.control. Section 1.3

Construction; Absence of Presumption. (a) For the purposes hereof: of this Agreement, (i) any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, e-mail); (ii) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established; (iii) references to a “person” include any natural person, company, partnership, joint venture, firm, association, trust, proprietorship, other business organization, union, and any Governmental Authority, whether incorporated or unincorporated and shall include a reference to that person’s legal representative or successors; (iv) 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, in each case gender as the context requires; (iiv) 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 the Related Agreements and all of the Exhibits and SchedulesSchedules which are incorporated into and form part of this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified; (iiivi) the word "“including" ” and words of similar import when used in this Agreement shall mean "means “including without limitation" ” unless the context otherwise requires or unless otherwise specified; (ivvii) the word "“or" ” shall not be exclusive; (vviii) “commercially reasonable efforts” shall not require waiver by any reference to Party of any federal, state, local material rights or foreign statute any action or law shall omission that would be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwisea breach of this Agreement; (viix) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (viix) all references to dollar amounts shall be any statute or statutory provision include a reference to U.S. Dollars. For purposes hereofthat statute or statutory provision as amended, where a party hereto makes a representation consolidated or warrantyreplaced from time to time (whether before or after the date of this Agreement) and include any subordinate regulation or rule made under the relevant statute or statutory provision, except to the extent that any amendment, consolidation or replacement would increase or extend the liability of Seller under this Agreement; (xi) references to any New York legal term for any statute, action, remedy, method of financial proceedings, legal document, legal status, court, official or any covenant legal concept or agreementthing shall, such representation or warranty shall be deemed made by in respect of any relevant Subsidiary of such party and such covenant or agreement shall jurisdiction other than New York, be deemed to be include what most nearly approximates in that jurisdiction to the New York legal term; and (xii) references to “material” mean, where the context so admits, material, individually or in the aggregate, with respect to the financial condition, results of operations, business, assets or liabilities of the Group, taken as a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED that nothing in this sentence shall relieve such party whole or, as the case may be, of any of its liabilities or obligations otherwise imposed by this Agreement.the Joint Venture;