Common use of Construction and Interpretation of Agreement Clause in Contracts

Construction and Interpretation of Agreement. (a) The parties hereto and their respective attorneys have negotiated this Agreement, and the language hereof shall not be construed for or against any party by reason of its having drafted such language. (b) The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole. (c) As used in this Agreement, any reference to any state of facts, event, change or effect being “material” with respect to any entity means a state of facts that is material to the current condition (financial or otherwise), properties, assets, liabilities, business or operations of such entity. (d) Unless the context clearly indicates otherwise, (a) each definition in this Agreement includes the singular and the plural; (b) each reference in this Agreement to any gender includes the masculine, feminine and neuter where appropriate; (c) the words “include” and “including” and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and derivative or similar words refer to this Agreement as an entirety and not solely to any particular provision of this Agreement; and (e) each reference in this Agreement to a particular Article, Section, Exhibit or Schedule means an Article or Section of, or an Exhibit or Schedule to, this Agreement, unless another agreement is specified. (e) Capitalized terms shall have the meanings ascribed to them in this Agreement.

Construction and Interpretation of Agreement. (a) The This Agreement has been negotiated by the respective parties hereto and their respective attorneys have negotiated this Agreement, and the language hereof shall not be construed for or against any party by reason party. The table of its having drafted such language. (b) The titles contents and headings herein are for reference purposes only and shall not in any manner limit affect the construction meaning or interpretation of this Agreement. (b) When a reference is made in this Agreement to an Article or a Section, which such reference shall be considered as a wholeto an Article or Section of this Agreement unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The phrase "made available" in this Agreement shall mean that the information referred to has been made available if requested by the party to whom such information is to be made available. The phrases "the date of this Agreement," "the date hereof," and terms of similar import, unless the context otherwise requires, shall be deemed to refer to May 31, 2000. (c) As used in this Agreement, any reference to any state of facts, event, change or effect being “"material” " with respect to any entity means a state of facts facts, event, change or effect, as the case may be, that is material to the current or expected condition (financial or otherwise), properties, assets, liabilities, business business, operations or operations prospects of such entity. (d) Unless the context clearly indicates otherwise, (a) each definition As used in this Agreement includes the singular and the plural; (b) each reference in this Agreement to any gender includes the masculine, feminine and neuter where appropriate; (c) the words “include” and “including” and variations thereof shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder” and derivative or similar words refer to this Agreement as an entirety and not solely to any particular provision of this Agreement; and (e) each reference in this Agreement to a particular Article, Section, Exhibit or Schedule means an Article or Section of, or an Exhibit or Schedule to, this Agreement, unless another agreement is specifiedthe term "Knowledge of Raytel" or the "Knowledge of the Seller" means the actual knowledge of any of the directors or executive officers of Raytel after inquiry of those Raytel management employees (which shall include center managers and their superiors) who, because of their position, could reasonably be expected to have information relating to the subject matter of the particular representation. (e) Capitalized terms shall have the meanings ascribed to them in this Agreement.