Common use of Interpretation; Rules of Construction Clause in Contracts

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articlesan Article, Sections Section, Exhibit or ExhibitsSchedule, such reference shall be is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; and (d) the words “include,” ”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement”. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or holding, rule of construction or Law providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a lawPrior drafts of this Agreement or the fact that any terms or provisions have been added, statutedeleted or otherwise modified from any prior drafts of this Agreement shall not be construed in favor of or against any party on account of its participation in any negotiations and/or drafting of this Agreement or be used as an aid of construction or otherwise constitute evidence of the intent of the parties, regulation, document and no presumption or agreement will be deemed in each case to include all amendments theretoburden of proof shall arise favoring or disfavoring any party by virtue of such prior drafts.

Interpretation; Rules of Construction. 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. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to, of this Agreement unless otherwise indicated. The words “include,” “includesinclude” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context and corresponding syntactical variant expressions. The phrases “delivered,” “provided,” “made available” and phrases of similar import mean, with respect to any statement in Article 3 of this Agreement otherwise requires: (i) words of to the effect that any gender include each information, document or other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms material has been “hereofdelivered,” “herein,provided” or “hereundermade available” and derivative to Acquiror, its legal counsel or similar words refer its other representatives, that such information, document or material was: (a) sent in electronic or physical format until no later than 5:00 p.m. Israel Time on the date three (3) Business Days prior to this entire Agreementthe Agreement Date. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference to the subsidiaries of an Entity shall be deemed to include all direct and indirect subsidiaries of such Entity. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When a reference is made The Article and Section headings in this Agreement are for convenience of reference only and shall not be deemed to Articlesalter or affect the meaning or interpretation of any provision of this Agreement. References to Articles or Sections in this Agreement, unless otherwise indicated, are references to Articles or Sections of this Agreement. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or Exhibits, such reference shall be question of intent or interpretation arises with respect to an Article any term or Section of, or an Exhibit toprovision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless otherwise indicatedthe context requires otherwise. The words “include,” “includes” For all purposes of and under this Agreement, (i) the word “including” when used herein shall be deemed in each case to be immediately followed by the words “without limitation.;” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using (including defined terms) in the singular or plural number also shall be deemed to include the plural or singular number, respectivelyand vice versa; (iii) words of one gender shall be deemed to include the other gender as the context requires and (iiiiv) the terms “hereof,” “herein,” “hereunderhereto,” “herewith” and derivative or any other words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Schedules and Exhibits to this Agreement. The headings contained in this Agreement are for reference purposes only ) and shall not affect in to any way the meaning particular term or interpretation provision of this Agreement. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments theretounless otherwise specified.

Interpretation; Rules of Construction. When a reference is made in this Agreement to ArticlesSection, Sections Exhibit or ExhibitsSchedule, such reference shall be to an Article a Section, Exhibit or Section ofSchedule, or an Exhibit torespectively, this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: , (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunderhereby” and derivative or similar words refer to this entire Agreement; and (v) the words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The headings contained in Unless expressly set forth herein to the contrary, any provision of this Agreement are for reference purposes only granting a party the right to approve, accept, adopt or consent to any action or document shall be deemed to grant to such party the right to do so in such party’s sole and absolute discretion. If any payment or other obligation is due on any day which is not a Business Day, such obligation shall not affect in any way be automatically extended to the meaning or interpretation of this Agreementnext Business Day. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to, to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation 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 phrases “provided to,” “furnished to,” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a true, correct and complete paper copy of the information or material referred to has been provided to the party to whom such information or material is to be provided. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect Disclosures made in any way Section of the meaning or interpretation of this Agreement. The parties hereto Seller Disclosure Letter shall qualify and be deemed to have been represented by counsel during the negotiation, preparation and execution disclosed with respect to any other provisions of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing extent it is reasonably apparent that ambiguities in an agreement or such disclosure is applicable to such other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments theretoSections.

Interpretation; Rules of Construction. 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. When reference is made in this Agreement to Schedules, such reference shall be to a Schedule to this Agreement. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to, of this Agreement unless otherwise indicated. Capitalized terms used in the Exhibits and Schedules and not otherwise defined therein, shall have the meaning ascribed in 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.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement”. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Reference to the Subsidiaries of an entity shall be deemed to include all direct and indirect Subsidiaries of such entity. The parties signatories hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When The terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the Company Disclosure Letter and Exhibits hereto), and when a reference is made in this Agreement to ArticlesExhibits, Sections or ExhibitsArticles, such reference shall be to an Article or Section of, or an Exhibit to, Section of or Article of this Agreement Agreement, respectively, unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of When a reference is made to a specific Law, act or statute, such reference shall include any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreementregulations promulgated thereunder. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the singular. Pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and “$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference herein to date in calculating such period shall be excluded. If the last day of such period is a lawnon-Business Day, statute, regulation, document or agreement will be deemed the period in each case to include all amendments theretoquestion shall end on the next succeeding Business Day.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articlesa Section, Sections Exhibit or ExhibitsSchedule, such reference shall be to an Article a Section, Exhibit or Section ofSchedule, respectively, of or an Exhibit to, attached to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: , (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunderhereby” and derivative or similar words refer to this entire Agreement; (iv) the words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”, (v) the word “or” shall not be exclusive and shall be read to mean “and/or” and (vi) references herein to an agreement, instrument, document, disclosure statement or offering memorandum means such agreement, instrument, document, disclosure statement or offering memorandum as amended, supplemented or modified from time to time (including all exhibits, term sheets and schedules annexed thereto and certificates, instruments or any other documents delivered pursuant thereto) to the extent permitted by the provisions thereof and not prohibited by this Agreement. The headings contained in Unless expressly set forth herein to the contrary, any provision of this Agreement are for reference purposes granting a party the right to approve, accept, adopt or consent to any action or document shall be deemed to grant to such party the right to do so in such party’s sole and absolute discretion with regard to its own interest only and without regard to the interest of any other Person. If any payment or other obligation is due on any day which is not a Business Day, such obligation shall not affect in any way be automatically extended to the meaning or interpretation of this Agreementnext Business Day. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When a reference is made The Article and Section headings in this Agreement are for convenience of reference only and shall not be deemed to Articlesalter or affect the meaning or interpretation of any provision of this Agreement. References to Articles or Sections in this Agreement, unless otherwise indicated, are references to Articles or Sections of this Agreement. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or Exhibits, such reference shall be question of intent or interpretation arises with respect to an Article any term or Section of, or an Exhibit toprovision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the terms or provisions of this Agreement. Any reference to any federal, state, county, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless otherwise indicatedthe context requires otherwise. The words “include,” “includes” For all purposes of and under this Agreement, (i) the word “including” when used herein shall be deemed in each case to be immediately followed by the words “without limitation.;” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using (including defined terms) in the singular or plural number also shall be deemed to include the plural or singular number, respectivelyand vice versa; (iii) words of one gender shall be deemed to include the other gender as the context requires; and (iiiiv) the terms “hereof,” “herein,” “hereunderhereto,” “herewith” and derivative or any other words of similar words import shall, unless otherwise stated, be construed to refer to this entire Agreement as a whole (including all of the Schedules and Exhibits to this Agreement. The headings contained in this Agreement are for reference purposes only ) and shall not affect in to any way the meaning particular term or interpretation provision of this Agreement. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments theretounless otherwise specified.

Interpretation; Rules of Construction. (a) When a reference is made in this Agreement herein to Articles, Sections Sections, subsections or Exhibits, such reference shall be to an Article Article, Section or Section subsection of, or an Exhibit tohereto, this Agreement unless otherwise indicated. Where a reference is made to an Applicable Law, such reference is to such Applicable Law as amended, modified or supplemented, including by succession of comparable successor Applicable Law; provided, that for the purposes of the representations and warranties set forth herein, with respect to any violation or alleged violation of any law, the reference to such law means such law, regulation, statute, or provision as in effect at the time of such violation or alleged violation. The headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation hereof. (b) The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; gender and neutral forms of such words, (ii) words using the singular or plural number also include the plural or singular number, respectively; and , (iii) the terms “hereof,” “herein,” “hereto,” “hereunder” and derivative or similar words refer to this entire Agreement, (iv) references to clauses without a cross-reference to a Section or subsection are references to clauses within the same Section or, if more specific, subsection, (v) references to any Person include the successors and permitted assigns of such Person and (vi) references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The headings contained symbol “$” refers to United States Dollars. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All references to “days” shall be to calendar days unless otherwise indicated. The phrases “provided to,” “furnished to,” “made available to,” and phrases of similar import when used herein with respect to Parent, unless the context otherwise requires, shall mean that a copy of the information or material referred to has been posted in the electronic data room set up by the Company in connection with this Agreement, as of two (2) Business Days prior to the date hereof through the date hereof. The phrase “ordinary course of business” when used herein shall be deemed in each case to be followed by the words “consistent with past practice.” (c) Unless indicated otherwise, all mathematical calculations contemplated by this Agreement are for reference purposes only and shall not affect be rounded to the 10th decimal place, except in any way respect of payments, which shall be rounded to the meaning or interpretation of this Agreement. nearest whole United States cent. (d) The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and Agreement, each Exhibit attached heretohereto and the Company Disclosure Schedule, the application of any law, regulationApplicable Law, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein . (e) Except as expressly provided otherwise herein, the establishment of any monetary or other quantitative thresholds in any Section of this Agreement shall not create the presumption of a standard of materiality with respect to a law, statute, regulation, document such Section or agreement will be deemed in each case to include all amendments theretoany other Section hereof.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “provided to,” “furnished to,” and phrases of similar import when used herein, unless the context otherwise requires, means that a true, correct and complete paper copy of the information or material referred to has been furnished to the party to whom such information or material is to be provided. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The parties hereto have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a law, statute, regulation, document or agreement will be deemed in each case to include all amendments thereto.

Interpretation; Rules of Construction. When a reference is made in this Agreement to Articlesan Article, Sections Section, Exhibit, Schedule or ExhibitsAnnex, such reference shall be is to an Article or Section of, or an Exhibit Exhibit, Schedule or Annex to, this Agreement unless otherwise indicated. The Unless the context of this Agreement otherwise requires, (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; and (d) the words “include,” ”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement”. The parties hereto agree that they have been represented by legal counsel during the negotiation, preparation negotiation and execution of this Agreement and, therefore, hereby waive, with respect to this Agreement and each Exhibit attached hereto, waive the application of any law, regulation, holding or holding, rule of construction or Law providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Each reference herein to a lawPrior drafts of this Agreement or the fact that any terms or provisions have been added, statutedeleted or otherwise modified from any prior drafts of this Agreement shall not be construed in favor of or against any party on account of its participation in any negotiations and/or drafting of this Agreement or be used as an aid of construction or otherwise constitute evidence of the intent of the parties, regulation, document and no presumption or agreement will be deemed in each case to include all amendments theretoburden of proof shall arise favoring or disfavoring any party by virtue of such prior drafts.