Common use of Definitional and Interpretative Provisions Clause in Contracts

Definitional and Interpretative Provisions. (a) the words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement; (d) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular (unless the context requires otherwise); (e) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (g) the use of the word “or” shall not, necessarily, be exclusive; (h) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement; (i) any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer to the currency of the United States of America.

Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) the words “herein,” “hereby,” “hereunder,” “hereof”, “herein” and “hereunder” and other equivalent words of like import used in this Agreement shall refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the words defined are used in the singular or the plural; (c) wherever used, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular provision Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement; (bi) the captions herein headings in this Agreement are included for convenience of reference identification only and shall be ignored in are not intended to describe, interpret, define or limit the construction scope, extent or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part intent of this Agreement as if set forth in full herein. Any capitalized terms used in or any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreementprovision; (dj) unless otherwise expressly provided, wherever the consent of any singular term Person is required or permitted, such consent may be withheld in this Agreement shall be deemed to include the plural, such Person’s sole and any plural term the singular (unless the context requires otherwise)absolute discretion; (ek) whenever “including” means “including, without limitation;” (l) the words “include”, in the ordinary course of business” and “includesin the ordinary course of business consistent with past practice” or “including” are used in this Agreement, they shall be deemed construed to be followed by mean the words “without limitation”ordinary course of business of the Company, whether or not they are consistent in fact followed by those words or words of like importnature, scope and magnitude with past practices; (fm) all references the phrase “made available” shall be construed to time shall refer mean uploaded to Israel time. The the Data Room at least one Business Day prior to the Effective Date and that Purchaser and its representatives have had continuous access to such materials; and (n) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (g) .” The disclosure of any matter or item in the use of the word “or” shall not, necessarily, Disclosure Schedule will not be exclusive; (h) deemed to constitute an acknowledgement that any rule of construction to the effect that ambiguities are such matter is required to be resolved against the drafting party shall not be applied disclosed or is otherwise material. Any capitalized terms used in any Exhibit or in the construction or interpretation Disclosure Schedule but not otherwise defined therein, will have the meaning as defined in this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement; (i) . If any agreement ambiguity or instrument defined question of intent or referred to hereininterpretation arises, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text entirety of this Agreement will be construed as if NAI-1502820106v1 drafted jointly by the Parties, and shall have no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the meaning indicated throughout authorship of any of the provisions of this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer to the currency of the United States of America.

Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) the words “herein,” “hereby,” “hereunder,” “hereof”, “herein” and “hereunder” and other equivalent words of like import used in this Agreement shall refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the words defined are used in the singular or the plural; (c) wherever used, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular provision Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement; (bi) the captions herein headings in this Agreement are included for convenience of reference identification only and shall be ignored in are not intended to describe, interpret, define or limit the construction scope, extent or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part intent of this Agreement as if set forth in full herein. Any capitalized terms used in or any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreementprovision; (dj) unless otherwise expressly provided, wherever the consent of any singular term Person is required or permitted, such consent may be withheld in this Agreement shall be deemed to include the plural, such Person’s sole and any plural term the singular (unless the context requires otherwise)absolute discretion; (ek) whenever “including” means “including, without limitation;” (l) the words “include”, in the ordinary course of business” and “includesin the ordinary course of business consistent with past practice” or “including” are used in this Agreement, they shall be deemed construed to be followed by mean the words “without limitation”ordinary course of business of the Company, whether or not they are consistent in fact followed by those words or words of like importnature, scope and magnitude with past practices; (fm) all references the phrase “made available” shall be construed to time shall refer mean uploaded to Israel time. The the Data Room at least one Business Day prior to the Effective Date and that Purchaser and its representatives have had continuous access to such materials; and (n) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (g) .” The disclosure of any matter or item in the use of the word “or” shall not, necessarily, Disclosure Schedule will not be exclusive; (h) deemed to constitute an acknowledgement that any rule of construction to the effect that ambiguities are such matter is required to be resolved against the drafting party shall not be applied disclosed or is otherwise material. Any capitalized terms used in any Exhibit or in the construction or interpretation Disclosure Schedule but not otherwise defined therein, will have the meaning as defined in this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement; (i) . If any agreement ambiguity or instrument defined question of intent or referred to hereininterpretation arises, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text entirety of this Agreement will be construed as if -81- NAI-1502820106v1 drafted jointly by the Parties, and shall have no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the meaning indicated throughout authorship of any of the provisions of this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer to the currency of the United States of America. Section 11.11.

Definitional and Interpretative Provisions. (a) the words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement; (d) any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular (unless the context requires otherwise); (e) whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (g) the use of the word “or” shall not, necessarily, be exclusive; (h) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement; (i) any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, USD or US$ shall refer to the currency of the United States of America.

Definitional and Interpretative Provisions. The following provisions shall be applied wherever appropriate herein: (ai) the words “herein,” “hereby,” “hereunder,” “hereof”, “herein” and “hereunder” and other equivalent words of like import used in this Agreement shall refer to this Agreement as a whole in its entirety and not solely to any the particular provision of this Agreement; (b) the captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part portion of this Agreement as if in which any such word is used; (ii) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in full herein. Any capitalized terms used in any Exhibit the singular or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreementplural; (diii) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular term and plural and to cover all genders; (iv) all accounting terms not specifically defined herein shall be construed in accordance with GAAP; (v) this Agreement shall be deemed to include have been drafted by the pluralparties and this Agreement shall not be construed against any party as the principal draftsperson hereof; (vi) any references herein to a particular Section, and any plural term the singular Article, or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (unless vii) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires otherwise)requires, be considered citations to such statutes, regulations, or provisions directly or indirectly superseding such statutes, regulations, or provisions; (eviii) whenever the words “include”Exhibits and the Disclosure Schedule attached hereto are incorporated herein by reference and shall be considered part of this Agreement; (ix) the headings in this Agreement are for convenience of identification only and are not intended to describe, “includes” interpret, define or limit the scope, extent, or intent of this Agreement or any provision hereof; (x) unless otherwise expressly provided, wherever the consent of any person is required or permitted herein, such consent may be withheld in such person’s sole and absolute discretion; (xi) “including” are used in this Agreementmeans “including, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (fxii) all references to time shall refer to Israel time. The the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; and (gxiii) the use of the word reference to “ordollars” or “$” shall not, necessarily, be exclusive; (h) any rule of construction deemed reference to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement; (i) any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer to the currency lawful money of the United States of America. Any capitalized terms used in any Exhibit or in the Disclosure Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, the entirety of this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Definitional and Interpretative Provisions. Unless the context of this Agreement otherwise requires, (ai) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the words terms “hereof”, ,” “herein,” “hereby,” “hereunder,” “hereto” and “hereunder” and derivative or similar words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (biv) the captions herein terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) whenever the words “include,” “includes” or “including” are included used in this Agreement, they shall be deemed to be followed by the phrase “without limitation,” and (vi) the words “or,” “neither,” “nor,” “either,” and “any,” shall be disjunctive but not exclusive. The table of contents and headings in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be ignored deemed to include all subsequent amendments and other modifications thereto (on the terms and subject to the conditions of the effectiveness of such amendments contained herein and therein). Words denoting natural Persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns. Terms defined in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, terms defined in the singular have a comparable meaning when used in the plural and vice versa, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented and (in the case of statutes) to any rules or regulations promulgated thereunder, including (in the case of statutes) by succession of comparable successor Laws. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party. Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified; (c) all . The words “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement; (d) . The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any singular term other agreement or document contemplated hereby shall include such party’s successors and permitted assigns. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. All amounts in this Agreement shall be deemed to include the pluralpaid in U.S. Dollars, and if any plural term amounts, costs, fees or expenses incurred by any party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the singular extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Xxxxxx, in effect at the time such amount, cost, fee or expense is incurred or to be calculated (unless as the context requires otherwisecase may be); , and if the resulting conversion yields a number that extends beyond two (e2) whenever decimal points, rounded to the words “include”, “includes” or “including” are nearest xxxxx. When used in this Agreementreference to the Company or its Subsidiaries, they the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole. The Partnership shall be deemed a wholly owned Subsidiary of the Company. Each reference to the Effective Time shall be deemed to be followed by the words “without limitation”, whether or not (if any).” The parties agree that they are in fact followed have been represented by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in legal counsel during the phrase “to the extent” means the degree to which a subject or other thing extends, negotiation and such phrase shall not mean simply “if”; (g) the use of the word “or” shall not, necessarily, be exclusive; (h) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement; (i) any agreement or instrument defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text execution of this Agreement and shall have participated jointly in the meaning indicated throughout negotiation and drafting of this Agreement; . In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise specified, the words “provided,” “furnished,” “made available to” or “delivered to” Parent or Merger Sub (jor words of similar import) include the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer documents posted to the currency VDR or that are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the United States SEC, in each case, prior to the execution of Americathis Agreement. Unless otherwise specified, all representations, warranties, covenants and agreements of Parent hereunder shall be deemed to constitute joint and several representations, warranties, covenants and agreements of Buyer 1, Buyer 2 and Buyer 3.

Definitional and Interpretative Provisions. The following provisions will be applied wherever appropriate herein: (a) the words “herein,” “hereby,” “hereunder,” “hereof”, “herein” and “hereunder” and other equivalent words of like import used in this Agreement shall will refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which such word is used; (b) all definitions set forth in this Agreement will be deemed applicable whether the words defined are used in the singular or the plural; (c) wherever used, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (d) all accounting terms not specifically defined will be construed in accordance with GAAP; (e) this Agreement will be deemed to have been drafted by the Parties and this Agreement will not be construed against any Party as the principal draftsperson; (f) any references to a particular provision Section, Article or Exhibit means a Section or Article of, or an Exhibit to, this Agreement unless another agreement is specified; (g) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions will, when the context requires, be considered citations to such statutes, regulations or provisions directly or indirectly superseding such statutes, regulations or provisions; (h) the Exhibits and the Disclosure Schedule attached to this Agreement are incorporated by reference and will be considered part of this Agreement; (bi) the captions herein headings in this Agreement are included for convenience of reference identification only and shall be ignored in are not intended to describe, interpret, define or limit the construction scope, extent or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified; (c) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part intent of this Agreement as if set forth in full herein. Any capitalized terms used in or any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreementprovision; (dj) unless otherwise expressly provided, wherever the consent of any singular term person is required or permitted, such consent may be withheld in this Agreement shall be deemed to include the plural, such person’s sole and any plural term the singular (unless the context requires otherwise)absolute discretion; (ek) whenever the words “include”including” means “including, without limitation;” (l) “includesdollars” or “including$” are used in this Agreement, they shall be deemed to be followed by means U.S. dollars; and (m) the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (f) all references to time shall refer to Israel time. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall does not mean simply “if”; (g) .” The disclosure of any matter or item in the use of the word “or” shall not, necessarily, Disclosure Schedule will not be exclusive; (h) deemed to constitute an acknowledgement that any rule of construction to the effect that ambiguities are such matter is required to be resolved against the drafting party shall not be applied disclosed or is otherwise material. Any capitalized terms used in any Exhibit or in the construction or interpretation Disclosure Schedule but not otherwise defined therein, will have the meaning as defined in this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement; (i) . If any agreement ambiguity or instrument defined question of intent or referred to hereininterpretation arises, or in any agreement or instrument that is referred to herein, means such agreement or instrument as from time to time amended, modified or supplemented until the date hereof. Other terms may be defined elsewhere in the text entirety of this Agreement will be construed as if drafted jointly by the Parties, and shall have no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the meaning indicated throughout authorship of any of the provisions of this Agreement; (j) the term “foreign” when used with respect to Applicable Law or a governmental authority shall refer to all applicable jurisdictions other than Israel; (k) the term “Dollar”, “$”, or US$ shall refer to the currency of the United States of America.