Common use of General Interpretation Clause in Contracts

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; and (f) any reference herein to a statute, rule or regulation of any Governmental Body (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time.

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; and (fd) any reference herein to a statute, rule or regulation of any Governmental Body governmental entity (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time; and (e) any reference to the “Company” shall mean the Company, acting through its authorized officers or board of managers and shall not, unless otherwise expressly indicated or as required by applicable law, mean the shareholders or imply any action or approval thereby.

General Interpretation. The terms of this Agreement have been negotiated by References herein to sections or provisions without reference to the parties hereto and the language used document in this Agreement shall be deemed which they are contained are references to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule The use of strict construction will be applied against the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any Personprovision of this Agreement. For The use of the terms “including” or “include” shall in all purposes cases herein mean “including, without limitation,” “include, without limitation,” “including but not limited to,” or “include but not limited to,” respectively. Reference to any person or entity includes such person’s or entity’s successors and assigns. Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof. Underscored references to sections, clauses, exhibits or schedules shall refer to those portions of this Agreement, and any underscored references to a clause shall, unless otherwise expressly provided or unless identified, refer to the context otherwise requires: (a) any pronouns used appropriate clause within the same section in this Agreement shall include which such reference occurs. The use of the corresponding masculineterms “hereunder”, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “hereinhereof”, “hereto” and “hereby”, and other words of similar import, import shall refer to this Agreement as a whole and not to any particular Section section or other subdivision clause of or exhibit or schedule to this Agreement; (c) . This Agreement and the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references other documents relating to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience the result of reference onlynegotiations among and are the products of all of the Parties. Accordingly, they shall not be deemed part of this Agreement and shall not affect its construction construed against (or interpretation; and (fin favor of) any reference herein to a statuteParty merely because of such Party’s involvement (or non-involvement, rule as the case may be) in their preparation, but instead they will be construed as drafted jointly by the Parties, no presumption or regulation burden of proof will arise favoring or disfavoring any Party by virtue of authorship of any Governmental Body (of their provisions, and the Parties agree that any rule of law or legal decision that would require interpretation of any provision thereof) shall include such statute, rule ambiguities in them against the Party who or regulation (or provision thereof), including any successor thereto, as it may that has drafted the pertinent document will not be amended from time to timeapplicable and otherwise will be waived.

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; (f) a reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns; and (fg) any reference herein to a statute, rule or regulation of any Governmental Body Entity (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time.

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; and (fd) any reference herein to a statute, rule or regulation of any Governmental Body governmental entity (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time; and (e) any reference to the “Company” shall mean the Company, acting through its authorized officers or the Board and shall not, unless otherwise expressly indicated or as required by applicable law, mean the Shareholders or Members or imply any action or approval thereby.

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Personperson. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; and (fd) any reference herein to a statute, rule or regulation of any Governmental Body governmental entity (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time; and (e) any reference to the “Company” shall mean the Company, acting through its authorized officers or its board of directors and shall not, unless otherwise expressly indicated or as required by applicable law, mean the Shareholders or Members or imply any action or approval thereby.

General Interpretation. The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreement, unless otherwise expressly provided or unless the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (b) the words “herein”, “hereto” and “hereby”, and other words of similar import, refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (d) references to Sections, clauses, other subdivisions and exhibits are references to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) the captions, titles and headings used in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; and (fd) any reference herein to a statute, rule or regulation of any Governmental Body governmental entity (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to time; and (e) any reference to the “Company” shall mean the Company, acting through its authorized officers or the Board and shall not, unless otherwise expressly indicated or as required by Applicable Laws, mean the Shareholders or Members or imply any action or approval thereby.

General Interpretation. The terms Except where the context requires otherwise, (i) the use of this Agreement have been negotiated by the parties hereto and the language used in this Agreement any gender herein shall be deemed to be or include the language chosen other gender, (ii) the use of the singular shall be deemed to include the plural (and vice versa), (iii) the words “include,” “includes” and “including” shall be deemed to be followed by the parties hereto phrase “without limitation” and shall not be construed to express their mutual intent. This Agreement limit any general statement which it follows to the specific or similar items or matters immediately following it, (iv) the word “will” shall be construed without regard to have the same meaning and effect as the word “shall,” (v) any definition of or reference to any presumption or rule requiring construction against the party causing such agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any portion thereof to be draftedrestrictions on such amendments, supplements or in favor of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. For all purposes of this Agreementmodifications set forth herein), unless otherwise expressly provided or unless the context otherwise requires: (avi) any pronouns used in this Agreement reference herein to any Person shall be construed to include the corresponding masculinePerson’s successors, feminine or neutral formsheirs and assigns, and the singular form of nouns and pronouns shall include the plural, and vice versa; (bvii) the words “herein”, ,” “heretohereof” and “hereby”, hereunder,” and other words of similar import, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular Section provision hereof, (viii) all references herein to Articles, Sections or other subdivision Exhibits shall be construed to refer to Articles, Sections and Exhibits of this Agreement; , and references to this Agreement include all Exhibits hereto and (c) the use of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation; (dix) references to Sectionsany specific law or article, clauses, section or other subdivisions and exhibits are references division thereof shall be deemed to Sections, clauses, other subdivisions and exhibits of this Agreement; (e) include the captions, titles and headings then-current amendments thereto or any replacement or successor law thereof. Each accounting term used in this Agreement are for convenience of reference only, shall that is not be deemed part of specifically defined in this Agreement shall have the meaning given to it under GAAP, but only to the extent consistent with its usage and the other definitions in this Agreement, and all calculations hereunder shall not affect its construction or interpretation; and (f) any reference herein to a statute, rule or regulation of any Governmental Body (or any provision thereof) shall include such statute, rule or regulation (or provision thereof), including any successor thereto, as it may be amended from time to timemade in accordance with GAAP.

General Interpretation. (a) The terms of this Agreement have been negotiated by the parties hereto and the language used descriptive headings contained in this Agreement are included for convenience of reference only and shall be deemed to be not affect in any way the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption meaning or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor interpretation of the party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any Person. . (b) For all purposes of this Agreement, unless otherwise expressly provided or unless whenever the context otherwise requires: (a) any pronouns used in this Agreement shall include the corresponding masculine, feminine or neutral forms, and : the singular form of nouns and pronouns number shall include the plural, and vice versa; (b) ; the words “herein”, “hereto” masculine gender shall include the feminine and “hereby”, neuter genders; the feminine gender shall include the masculine and other words of similar import, refer to this Agreement as a whole neuter genders; and not to any particular Section or other subdivision of this Agreement;the neuter gender shall include masculine and feminine genders. (c) The parties hereto agree that any rule of construction to the use effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of the term “including” (and with correlative meaning “include” and “includes”) means including without limitation;this Agreement. (d) Unless otherwise indicated, all references herein to Sections, clauses, other subdivisions and exhibits are references Exhibits or Schedules shall be deemed to refer to Sections, clauses, other subdivisions and exhibits Exhibits or Schedules of or to this Agreement;, as applicable. (e) Unless otherwise indicated, the captions, titles words “include,” “includes” and headings “including,” when used in this Agreement are for convenience of reference onlyherein, shall not be deemed part of this Agreement and shall not affect its construction or interpretation; andin each case to be followed by the words “without limitation.” (f) any reference herein All references to a statutedocument or instrument having been “Made Available” to Parent shall be deemed to include the making available of such document or instrument to Parent’s legal or financial advisor or to any other Representative of Parent, rule including by posting such document in an electronic data room. (g) Unless otherwise specifically indicated or regulation the context otherwise requires, all references in this Agreement to “$” are intended to refer to U.S. dollars. (h) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Governmental Body (law, regulation, holding or any provision thereof) shall include rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such statute, rule agreement or regulation (or provision thereof), including any successor thereto, as it may be amended from time to timedocument.