Common use of Headings; Rules of Construction Clause in Contracts

Headings; Rules of Construction. Headings are inserted for convenience and shall not affect the meaning or interpretation of this Agreement. Each Party agrees that this Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall include all subsections thereof, (b) references to a section, exhibit or schedule means a section of, or exhibit or schedule to, this Agreement, (c) definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender, (d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (e) references to a rule, statute or regulation (including CPR rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, (f) references to a particular Governmental Authority include any successor agency or body to such Governmental Authority and (g) references to “days” means calendar days, unless specified as Business Days.

Appears in 2 contracts

Samples: Development and Commercial License Agreement (Precision Biosciences Inc), Development and Commercial License Agreement (Precision Biosciences Inc)

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Headings; Rules of Construction. Headings are inserted for convenience and shall will not affect the meaning or interpretation of this Agreement. Each Party agrees that this Agreement shall will be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, : (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall will refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall will include all subsections thereof, ; (b) references to a section, exhibit or schedule means a section of, or exhibit or schedule to, this Agreement, ; (c) definitions shall will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall will include each other gender, : (d) the words “include,” “includes” and “including” shall will be deemed to be followed by the words “without limitation,” (e) references to a rule, statute or regulation (including CPR rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, ; (f) references to a particular Governmental Authority governmental authority include any successor agency or body to such Governmental Authority and governmental authority: (g) references to “daysUSD”, “dollars” or “$” means calendar daysUnited States dollars; and (h) unless the context clearly requires otherwise, unless specified as Business Dayswhen used herein “or” will not be exclusive (i.e., “or” will mean “and/or”).

Appears in 1 contract

Samples: Development and Commercial License Agreement (HWEL Holdings Corp.)

Headings; Rules of Construction. Headings are inserted for convenience and shall will not affect the meaning or interpretation of this Agreement. Each Party agrees that this Agreement shall will be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, : (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall will refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall will include all subsections thereof, ; (b) references to a section, exhibit section or schedule Schedule means a section of, or exhibit or schedule Schedule to, this Agreement, ; (c) definitions shall will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall will include each other gender, ; (d) the words “include,” “includes” and “including” shall will be deemed to be followed by the words “without limitation,” ”; (e) references to a rule, statute or regulation (including CPR rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, ; (f) references to a particular Governmental Authority governmental authority include any successor agency or body to such Governmental Authority and governmental authority; (g) references to “daysdollars” or “$” means calendar daysUSD; and (h) unless the context clearly requires otherwise, unless specified as Business Dayswhen used herein “or” will not be exclusive (i.e., “or” will mean “and/or”).

Appears in 1 contract

Samples: Asset Purchase Agreement (IVERIC Bio, Inc.)

Headings; Rules of Construction. Headings are inserted for convenience and shall not affect the meaning or interpretation of this Agreement. Each Party agrees that this Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall include all subsections thereof, (b) references to a section, exhibit or schedule means a section of, or exhibit or schedule to, this Agreement, (c) definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each [***] = CONFIDENTIAL TREATMENT REQUESTED other gender, (d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (e) references to a rule, statute or regulation (including CPR ICC rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, (f) references to a particular Governmental Authority include any successor agency or body to such Governmental Authority and (g) references to “days” means calendar days, unless specified as Business Days.

Appears in 1 contract

Samples: Development Collaboration and License Agreement (DBV Technologies S.A.)

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Headings; Rules of Construction. Headings are inserted for convenience and shall not affect the meaning or interpretation of this Agreement. Each Party agrees that this Agreement shall be interpreted without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall include all subsections thereof, (b) references to a section, exhibit or schedule means a section of, or exhibit or schedule to, this AgreementAgreement unless such reference appears in amended text of the DCLA or refers specifically to a section of the DCLA, (c) definitions shall be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender, (d) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” (e) references to a rule, statute or regulation (including CPR rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, (f) references to a particular Governmental Authority include any successor agency or body to such Governmental Authority and (g) references to “days” means calendar days, unless specified as Business Days.

Appears in 1 contract

Samples: Program Purchase Agreement (Precision Biosciences Inc)

Headings; Rules of Construction. Headings are inserted for convenience and shall will not affect the meaning or interpretation of this Agreement. Each Party party hereto agrees that this Agreement shall will be interpreted without regard to any presumption or rule requiring construction against the Party party causing this Agreement to be drafted. Except as otherwise explicitly specified to the contrary in this Agreement, : (a) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import shall will refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement shall will include all subsections thereof, ; (b) references to a section, exhibit section or schedule Exhibit means a section of, or exhibit or schedule Exhibit to, this Agreement, ; (c) definitions shall will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall will include each other gender, ; (d) the words “include,” “includes” and “including” shall will be deemed to be followed by the words “without limitation,” ”; (e) references to a rule, statute or regulation (including CPR rules and procedures) include all rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to time, ; (f) references to a particular Governmental Authority governmental authority include any successor agency or body to such Governmental Authority governmental authority; and (g) references to unless the context clearly requires otherwise, when used herein daysormeans calendar dayswill not be exclusive (i.e., unless specified as Business Days“or” will mean “and/or”).

Appears in 1 contract

Samples: Stock Issuance Agreement (IVERIC Bio, Inc.)

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