Common use of Interpretation; Good Faith Clause in Contracts

Interpretation; Good Faith. The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import refer to this Agreement as a whole, including the Sellers Disclosure Schedule, other Schedules and Exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. The Sellers Disclosure Schedule, other Schedules and Exhibits to this Agreement and Annex I are incorporated into and form an integral part of this Agreement. Each Section of the Sellers Disclosure Schedule corresponds to a specific section or subsection of this Agreement. The disclosure in any section or subsection of the Sellers Disclosure Schedule qualifies other sections and subsections in this Agreement for which the relevance or applicability of such disclosure is reasonably apparent. The use in this Agreement of the term “including” means “including without limitation.” References to documents “made available” by Sellers, Senior Management or the Company Group to Buyer in this Agreement mean that such documents must be made available in the data room to which Buyer has been given access in connection with the transaction contemplated by this Agreement. The title of and the article, section and paragraph headings in this Agreement and the provision of tables of contents are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of words importing the singular include the plural and vice versa, and the use of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP. All references to monetary amounts are to the currency of the United States and any payment contemplated by this Agreement shall be made (except as otherwise provided) in cash, certified check, wire transfer or any other method that provides immediately available funds to an account designated in writing by the payee. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a date which is not a Business Day, then such payment or action shall be made or taken on the next Business Day. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1. The parties of this Agreement shall act under this Agreement in good faith. Time shall be of the essence of this Agreement and of any part hereof.

Interpretation; Good Faith. The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import refer to this Agreement as a whole, including the Sellers Disclosure Schedule, other Schedules and Exhibits, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. The Sellers Disclosure Schedule, other Schedules and Exhibits to this Agreement and Annex I are incorporated into and form an integral part of this Agreement. Each Section of the Sellers Disclosure Schedule corresponds to a specific section or subsection of this Agreement. The disclosure in any section or subsection of the Sellers Disclosure Schedule Schedules qualifies other sections and subsections in this Agreement for which the relevance or applicability of such disclosure is reasonably apparent. Certain information set forth in the Schedules to this Agreement is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information in the Schedules shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made by Seller in this Agreement or that such information is material, nor shall such information be deemed to establish a standard of materiality, nor shall it be deemed an admission of any breach of this Agreement or liability to any third party, or a concession as to any defense available to Seller. References in this Agreement or the Schedules to dollar amount thresholds will not be deemed to be evidence of materiality or of a Company Xxxxx Xxxxxxxx Adverse Effect or Buyer Material Adverse Effect. The use in this Agreement of the term “including” means “including without limitation.” References to documents “made available” by Sellers, Senior Management or the Company Group to Buyer in this Agreement mean that such documents must be made available in the data room to which Buyer has been given access in connection with the transaction contemplated by this Agreement. The title of and the article, section and paragraph headings in this Agreement and the provision of tables of contents are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of words importing the singular include the plural and vice versa, and the use of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAP. All references to monetary amounts are to the currency of the United States and any payment contemplated by this Agreement shall be made (except as otherwise provided) in cash, certified check, wire transfer or any other method that provides immediately available funds to an account designated in writing by the payee. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a date which is not a Business Day, then such payment or action shall be made or taken on the next Business Day. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1. The parties of this Agreement shall act under this Agreement in good faith. Time shall be of the essence of this Agreement and of any part hereof.

Interpretation; Good Faith. The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of similar import refer to this Agreement as a whole, including the Sellers Disclosure Schedule, other Schedules and ExhibitsSchedules, as the same may from time to time be amended, modified, supplemented or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. The Sellers Disclosure Schedule, other Schedules and Exhibits to this Agreement and Annex I are incorporated into and form an integral part of this Agreement. Each Section of the Sellers Disclosure Schedule corresponds to a specific section or subsection of this Agreement. The disclosure in any section or subsection of the Sellers Disclosure Schedule qualifies other sections and subsections in this Agreement for which the relevance or applicability of such disclosure is reasonably apparent. The use in this Agreement of the term “including” means “including without limitation.” References ”. All references to documents “made available” by Sellersarticles, Senior Management or the Company Group to Buyer in sections, subsections, clauses, paragraphs and Schedules mean such provisions of this Agreement mean that such documents must be made available in and the data room Schedules attached to which Buyer has been given access in connection with the transaction contemplated by this Agreement, except where otherwise stated. The title of and the article, section and paragraph headings in this Agreement and the provision of tables of contents are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of words importing the singular include the plural and vice visa versa, and the use of the masculine, feminine or neuter forms shall also denote the other forms, as in each case the context may require. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Accounting terms used but not otherwise defined herein shall have the meanings given to them under GAAPIFRS. All references to monetary amounts are to the currency of the United States and any payment contemplated by this Agreement shall be made (except as otherwise provided) in cash, certified check, wire transfer or any other method that provides immediately available funds to an account designated in writing by the payee. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a date which is not a Business Day, then such payment or action shall be made or taken on the next Business Day. Unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date, provided that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18 is March 18, and one month following March 31 is May 1. The parties of this Agreement shall act under this Agreement in good faith. Time shall be of the essence of this Agreement and of any part hereof.