Interpretation; Headings; Certain Definitions Clause Samples

Interpretation; Headings; Certain Definitions. This Agreement is the result of arms’ length negotiations between the parties hereto and no provision hereof, because of any ambiguity or otherwise, shall be construed against a party hereto by reason of the fact that such party hereto or its legal counsel drafted that provision. For purposes of interpreting this Agreement, (a) the terms “herein,” “hereof,” “hereto,” “hereunder,” “hereinafter” and similar terms shall refer to this Agreement as a whole and not merely to the specific section, subsection, paragraph or clause where such terms may appear; (b) the term “including,” whether or not following by “without limitation” or “but not limited to” shall mean “including, without limitation,”; (c) the term “knowledge”, (1) as applied to Company or Seller, shall mean (i) any and all information that was actually known to the Seller Knowledge Individuals (as defined below), and (ii) any and all additional information which the Seller Knowledge Individuals should have known after reasonable investigation of the matter at issue, (2) as applied to Acquirer, shall mean (i) any and all information that was actually known to the Buyer Knowledge Individuals (as defined below), and (ii) any and all additional information which the Buyer Knowledge Individuals should have known after reasonable investigation of the matter at issue; (d) “Seller Knowledge Individuals” shall mean ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and, except with respect to Section 4.26, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Dutch and ▇▇▇ ▇▇▇▇▇▇▇▇ (the last five individuals listed herein shall also be referred to as