Common use of Interpretation; Knowledge Clause in Contracts

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "include," "includes" and "including," when used herein, shall be deemed in each case to be followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "the business of" an entity, such reference shall be deemed to include the business of all such entity and its subsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure is reasonably apparent. (b) For purposes of this Agreement, the term "Knowledge" means, with respect to a party hereto, with respect to any matter in question, the actual knowledge of the executive officers of such party.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section Section of this Agreement unless otherwise indicated. For purposes of this Agreement, the The words "includeINCLUDE," "includesINCLUDES" and "including,INCLUDING" when used herein, herein shall be deemed in each case to be followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "the business ofTHE BUSINESS OF" an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity and its subsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance include all direct and indirect subsidiaries of such exception or disclosure is reasonably apparententity. (b) For purposes of this Agreement, Agreement the term "KnowledgeKNOWLEDGE" means, means with respect to a party hereto, with respect to any matter in question, that any of the Chief Executive Officer, Chief Financial Officer, General Counsel, Director of Legal Affairs or Controller of such party, has actual knowledge of the executive officers of such partymatter.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "include," "includes" and "including," when used herein, shall be deemed in each case to be followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "the business of" an entity, such reference shall be deemed to include the business of all such entity and its subsidiariesSubsidiaries, taken as a whole. An exception or disclosure made in the Oplink Company Disclosure Letter with regard to a representation of Oplinkthe Company, or in the Avanex Parent Disclosure Letter with regard to a representation of AvanexParent or Merger Sub, shall 50 only be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure if an express cross-reference is reasonably apparentset forth herein. (b) For purposes of this Agreement, the term "Knowledge" means, with respect to a party hereto, with respect to any matter in question, the actual knowledge of such matter of the executive officers of such partythe Company and the presidents of its Subsidiaries.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Articles or Sections, such reference shall be to a section an Article or Section, respectively, of this Agreement unless otherwise indicated. For purposes of this Agreement, Unless otherwise indicated the words "“include," "” “includes" ” and "“including," ” when used herein, herein shall be deemed in each case to be followed by the words "“without limitation." ” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "“the business of" ” an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity and its subsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance include all direct and indirect subsidiaries of such exception or disclosure entity. Where a reference is reasonably apparentmade to a law, such reference is to such law, as amended, and all rules and regulations promulgated thereunder, unless the context requires otherwise. (b) For purposes of this Agreement, the term "Knowledge" means, “knowledge” means with respect to a party hereto, with respect to any matter in question, that any of the officers, members of the Disclosure Committee, or the direct reports of the General Counsel of such party has actual knowledge of the executive officers of such partymatter.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "“include," "” “includes" ” and "“including," ” when used herein, shall be deemed in each case to be followed by the words "“without limitation." ” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "“the business of" ” an entity, such reference shall be deemed to include the business of all such entity and its subsidiariesSubsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure is reasonably apparent. (b) For purposes of this Agreement, the term "“Knowledge" ” means, with respect to a party hereto, and with respect to any matter in question, the actual knowledge of the executive officers Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Technology Officer or the General Counsel, or, solely with respect to the Company, the former Chief Financial Officer or the Vice President of Corporate Development, in each case, after due inquiry of each employee who reports directly to such partyofficer.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "“include," "” “includes" ” and "“including," ” when used herein, shall be deemed in each case to be followed by the words "“without limitation." ” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "“the business of" ” an entity, such reference shall be deemed to include the business of all such entity and its subsidiariesSubsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure is reasonably apparent. (b) For purposes of this Agreement, the term "“Knowledge" ” means, with respect to a party heretothe Company, with respect to any matter in question, that any of the actual officers or directors of the Company as listed on Schedule 9.3(b), has knowledge of such matter after reasonable inquiry of the persons employed by the Company whose duties would, in the normal course of the Company’s affairs, result in such person having knowledge of the executive officers of such partymatter in question.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "“include," "” “includes" ” and "“including," ” when used herein, shall be deemed in each case to be followed by the words "“without limitation." ” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "“the business of" ” an entity, such reference shall be deemed to include the business of all such entity and its subsidiariesSubsidiaries, taken as a whole. An exception or disclosure made in the Oplink Company Disclosure Letter with regard to a representation of Oplinkthe Company, or in the Avanex Parent Disclosure Letter with regard to a representation of AvanexParent or Merger Sub, shall be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure is reasonably apparentclearly relevant on its face. (b) For purposes of this Agreement, the term "“Knowledge" ” means, with respect to a party hereto, with respect to any matter in question, the actual knowledge that any of the executive officers of such party, has actual knowledge of such matter, after inquiry of their respective direct reports.

Interpretation; Knowledge. (a) When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections, such reference shall be to a section of this Agreement unless otherwise indicated. For purposes of this Agreement, the words "“include," "” “includes" ” and "“including," ” when used herein, shall be deemed in each case to be followed by the words "“without limitation." ” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to "“the business of" ” an entity, such reference shall be deemed to include the business of all such entity and its subsidiariesSubsidiaries, taken as a whole. An exception or disclosure made in the Oplink Disclosure Letter with regard to a representation of Oplink, or in the Avanex Disclosure Letter with regard to a representation of Avanex, shall be deemed made with respect to any other representation by such party to which the relevance of such exception or disclosure is reasonably apparent. (b) For purposes of this Agreement, the term "“Knowledge" ” means, with respect to a party hereto, with respect to any matter in question, that any of the “officers” (as such term is defined in Rule 16a-1(f) promulgated under the Exchange Act) or, in the case of the Company, Xxxx Xxxxx or Xxxxxxx X. Xxxxxxx, has actual knowledge of the executive officers such matter, after inquiry of any of their respective direct reports who would reasonably be expected to have knowledge of such partymatter.