Construction / Counsel Sample Clauses
The 'Construction / Counsel' clause defines how the terms of the contract should be interpreted and clarifies the parties' understanding regarding legal advice. Typically, this clause states that both parties have had the opportunity to review the agreement with their own legal counsel, and that the contract should not be interpreted against either party as the drafter. This helps ensure that both sides are treated fairly in the event of a dispute over ambiguous language, and it prevents one party from claiming an unfair advantage due to the drafting process.
Construction / Counsel. This Agreement shall be deemed drafted equally by both the parties. Its language shall be construed as a whole and according to its fair meaning, with no presumption that any language shall be construed against any party. Paragraph headings used herein are for convenience and are not part of this Agreement and shall not be used in construing it. Executive acknowledges that he has had adequate opportunity to consult with legal or other counsel of his choosing prior to execution of this Agreement.
Construction / Counsel. The Parties acknowledge that they have had ample opportunity to seek and use the advice of counsel in the negotiation and drafting of this Agreement. Thus, this Agreement shall be construed and fairly interpreted in accordance with its terms, without any strict construction in favor of or against either Party. Ambiguities shall not be interpreted against the drafting Party. In construing or interpreting this Agreement, unless the context of this Agreement requires otherwise: (i) the word “or” shall not be construed as exclusive, and the word “including” shall not be limiting; (ii) the use of the singular or plural form shall include the other form; (iii) the use of the masculine, feminine, or neuter gender shall include the other genders; (iv) words such as “in this Agreement”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision in which such words appear; (v) the terms “shall” and “will” have interchangeable meaning; (vi) periods of time using “days” shall mean calendar days unless otherwise noted; and (vii) when any number of days is prescribed in this Agreement, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday, or public holiday, in which case the last day shall be the next succeeding business day that is not a Saturday, Sunday, or public holiday. All captions and headings in this Agreement are for convenience only and shall not be considered as substantive parts of this Agreement or determinative in the interpretation of this Agreement.
Construction / Counsel. 11.12.1 The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party irrespective of which Party caused such provisions to be drafted. Each of the Parties acknowledge that it, he or she has been represented by an attorney in connection with the preparation and execution of this Agreement.