Common use of Interpretation Provisions Clause in Contracts

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The terms “include” and “including” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (b) Unless the context otherwise requires, references herein (i) to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Person. (c) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (d) Whenever the context requires: the singular shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (e) The parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (f) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Articlearticle, Sectionsection, Schedule schedule and Exhibit exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The terms “include” and “including” and variations thereof, are not limiting but rather shall be deemed to be followed by the words and mean “including without limitation.” (b) Unless the context otherwise requires, references herein References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto. (ic) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Personregulation. (cd) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (d) Whenever the context requires: the singular shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (e) The parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (f) The Schedules appendices, schedules and Exhibits exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word References herein to “orknowledge”, “best knowledge” shall not be exclusive. (h) The word “will” shall be construed or any other similar phrase that is used with respect to have the same meaning and effect as the word “shall”. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a any party to this Agreement shall mean the actual current knowledge of the executive management of such party and it is expressly acknowledged that there is no duty on the party making any representations or any other agreement or document contemplated hereby shall include statements qualified in such party’s successors and permitted assignsmanner to undertake an investigation of the matter to which such party is representing.

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The terms “include” and “including” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (b) Unless ” The word “or” shall have the context otherwise requires, inclusive meaning. All references herein (i) in this Agreement to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are intended to refer to U.S. dollars. References to “U.S.” are to the United States of AmericaIf a word or phrase is defined, its other grammatical forms have a corresponding meaning. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Person. (c) The captions and headings of this Agreement are for convenience ease of reference only and shall not affect the construction or interpretation of this Agreement. (d) . Whenever the context requires: the singular shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (e) . All references to days or months will be deemed references to calendar days or months unless otherwise expressly specified. Any reference to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Any reference to a contract or other document as of a given date means the contract or other document as amended, supplemented and modified from time to time through such date. The parties Parties hereto participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties Parties to this Agreement, and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement Party by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (f) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

Interpretation Provisions. (a) The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. . (b) The terms “include” and “including,” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (bc) Unless the context otherwise requires, references herein (i) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Personregulation. (cd) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (de) Whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (ef) The parties Parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this AgreementParties, and no presumption or burden of proof will arise favoring or disfavoring any party Party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (fg) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word “will” shall be construed to have the same meaning and effect as the word “shall”. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The terms “include” and “including,” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (b) ” Unless the context otherwise requires, references herein wherever used, the word “or” is used in the inclusive sense (iand/or). (b) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Personregulation. (c) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (d) Whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (e) The parties Parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this AgreementParties, and no presumption or burden of proof will arise favoring or disfavoring any party Party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (f) The Parties intend that each representation, warranty and covenant contained herein will have independent significance. If any Party has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant related to the same subject matter (regardless of the relative levels of specificity), which the Party has not breached or violated, or with respect to which there is not an inaccuracy, will not detract from or mitigate the fact that the Party has breached or violated, or there is an inaccuracy in, the first representation, warranty or covenant. (g) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word References to “willwritten” shall be construed to have the same meaning and effect as the word or “shall”in writing” include in electronic form. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, Agreement and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. . (b) The terms “include” and “including,” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (bc) Unless the context otherwise requires, references herein (i) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute statutes or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Personregulations. (cd) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (de) Whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine all other genders. (ef) The parties Parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this AgreementParties, and no presumption or burden of proof will arise favoring or disfavoring any party either Party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (fg) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word References to “willwritten” shall be construed to have the same meaning and effect as the word or “shall”in writing” include in electronic form. (i) The word References to “partyor” shall, unless the context otherwise requires, shall be construed deemed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assignsbe “and/or.”

Interpretation Provisions. 13.1 References to any enactment, statute or statutory provision shall include any subordinate legislation made under it, any provision which it has superseded or re-enacted (awhether with or without modification), and any provision superseding it or re-enacting it (whether with or without modification) The words “hereof,” “herein” and “hereunder” and words of similar import when used in provided that this provision shall not operate to increase the Seller's liability under this Agreement refer to this Agreement above that which applies as a whole and not to result of any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to such legislation in force at the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. The terms “include” and “including” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (b) Unless the context otherwise requires, references herein (i) to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Person. (c) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation date of this Agreement. (d) Whenever the context requires: the singular shall include the plural13.2 References to a clause, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine gendersschedule, part, section or paragraph are to a clause in this Agreement, a schedule to this Agreement or a section, part or paragraph of such a schedule respectively. (e) 13.3 The parties participated jointly in the negotiation and drafting of this Agreement and the language used headings in this Agreement shall not affect its construction or interpretation. 13.4 This Agreement shall be deemed binding upon, and enure for the benefit of, the parties' successors in title but rights arising in connection with this Agreement (including the benefit of the Warranties) are not assignable other than to a party's Affiliates always provided that where such assignment occurs, the aggregate liability of the non-assigning party to the assignee and assignor shall be no greater than it would have been to the language chosen by assigning party if the assigning party had not assigned its rights. 13.5 This Agreement and the documents entered into pursuant to it set out the entire agreement between the parties and supersedes all prior agreements, 16 understandings and arrangements between them, and representations by them, whether oral or written, which relate to express their mutual intent. If an ambiguity or question the subject matter of intent or interpretation arises, then this Agreement. 13.6 No variation of any provision of this Agreement will accordingly shall be construed as drafted jointly by the parties to this Agreementeffective unless it is in writing, and no presumption or burden of proof will arise favoring or disfavoring any party refers specifically to this Agreement and is duly executed by virtue each party. 13.7 Time shall be of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions essence of this Agreement, the Parties intend thatboth as regards any time, except as reasonably apparent on the face of the Agreement date or as expressly provided period mentioned in this AgreementAgreement and as to any agreed time, date or period substituted for it. 13.8 This Agreement may be executed in 2 or more counterparts, each such provision of which shall be read separatelyconstitute an original but which when taken together, be given independent significance shall constitute 1 instrument, 13.9 In this Agreement the words and phrases "other", "including" and "in particular" shall not limit the generality of any preceding words or be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (f) The Schedules and Exhibits being limited to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word “will” shall be construed to have the same meaning and effect class as the word “shall”preceding words where a wider construction is possible. (i) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

Interpretation Provisions. (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The meaning of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. . (b) The terms “include” and “including,” and variations thereof, are not limiting but rather shall be deemed to be followed by the words “without limitation.” (bc) Unless the context otherwise requires, references herein (i) References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation and (ii) to a contract, agreement, instrument or other document means such contract, agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement. References to “dollars” or “$” are to U.S. dollars. References to “U.S.” are to the United States of America. All accounting terms defined in Section 1.1, and those accounting terms used in this Agreement not defined in Section 1.1, except as otherwise expressly provided herein, shall have the meanings customarily given thereto in accordance with GAAP. All references to the Company shall include successors of such Personregulation. (cd) The captions and headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (de) Whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (ef) The parties Parties participated jointly in the negotiation and drafting of this Agreement and the language used in this Agreement shall be deemed to be the language chosen by the parties Parties to express their mutual intent. If an ambiguity or question of intent or interpretation arises, then this Agreement will accordingly be construed as drafted jointly by the parties to this AgreementParties, and no presumption or burden of proof will arise favoring or disfavoring any party Party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. No prior draft of this Agreement nor any course of performance or course of dealing shall be used in the interpretation or construction of this Agreement. No parol evidence shall be introduced in the construction or interpretation of this Agreement unless the ambiguity or uncertainty in issue is plainly discernable from a reading of this Agreement without consideration of any extrinsic evidence. Although the same or similar subject matters may be addressed in different provisions of this Agreement, the Parties intend that, except as reasonably apparent on the face of the Agreement or as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content). The doctrine of election of remedies shall not apply in constructing or interpreting the remedies provisions of this Agreement or the equitable power of a court considering this Agreement or the transactions contemplated hereby. (fg) The Schedules and Exhibits to this Agreement are a material part hereof and shall be treated as if fully incorporated into the body of this Agreement. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. (g) The use of the word “or” shall not be exclusive. (h) The word References to “willwritten” shall be construed to have the same meaning and effect as the word or “shall”in writing” include in electronic form. (i) The word phrase “partyto Seller’s knowledge” shallor “knowledge” of Seller (or similar phrases) means the actual knowledge of the individuals listed on Schedule 1.2(i) of the Seller Disclosure Letter, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assignsupon reasonable inquiry.