Common use of No Strict Construction; Interpretation Clause in Contracts

No Strict Construction; Interpretation. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rules of strict construction will be applied against any party hereto. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law. * * * * * *

Appears in 7 contracts

Samples: Stock Purchase Agreement (Warburg Pincus & Co), Stock Purchase Agreement (Warburg Pincus & Co), Stock Purchase Agreement (Warburg Pincus & Co)

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No Strict Construction; Interpretation. The language used This Agreement has been prepared jointly and will not be strictly construed against either Party. Ambiguities, if any, in this Agreement will not be construed against any Party, irrespective of which Party may be deemed to be have authored the language chosen by ambiguous provision. Except where the parties hereto to express their mutual intentcontext expressly requires otherwise, and no rules (a) whenever any provision of strict construction this Agreement uses the term “including” (or “includes”), such term will be applied against any party hereto. The words deemed to mean hereof”, “hereinincluding without limitation” and “hereunderincluding but not limited to” (or “includes without limitations” and “includes but is not limited to”) regardless of whether the words of like import used in this Agreement shall “without limitation” or “but not limited to” actually follow the term “including” (or “includes”); (b) “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words will refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which any such word is used; (c) all definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural; (d) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (e) the schedules and exhibits to this Agreement, and the terms and conditions incorporated in such schedules and exhibits will be deemed integral parts of this Agreement and all references in this Agreement to this Agreement will encompass such schedules and exhibits and the terms and conditions incorporated in such schedules and exhibits; provided that if there is a conflict between the terms and conditions of this Agreement and any terms and conditions set forth in the schedules, or exhibits, then the terms of this Agreement will control; (f) in the event of any conflict between the terms and conditions of this Agreement and any terms and conditions that may be set forth on any order, invoice, or verbal agreement by the Parties pursuant to this Agreement, the terms and conditions of this Agreement will govern; (g) unless otherwise provided, all references to Sections, Articles, and Schedules in this Agreement are to Sections, Articles, and Schedules of and to this Agreement; (h) any reference to any federal, national, state, local, or foreign statute or law will be deemed to also refer to all rules and regulations promulgated thereunder, and any reference to any law, rule, or regulation will be deemed to include the then‑current amendments thereto or any replacement or successor law, rule, or regulation thereof; (i) wherever used, the word “shall” and the word “will” are each understood to be imperative or mandatory in nature and are interchangeable with one another; (j) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”; (k) references to a particular provision of Person include such Person’s successors and assigns to the extent not prohibited by this Agreement. The ; (l) the section headings and captions used herein are included inserted for convenience of reference only and shall will not be ignored in the construction construed to create obligations, benefits, or interpretation hereof. References limitations; (m) any definition of or reference to Articlesany agreement, Sectionsinstrument, Exhibits and Schedules are or other document herein will be construed as referring to Articlessuch agreement, Sectionsinstrument, Exhibits and Schedules of this Agreement unless or other document as from time to time amended, supplemented, or otherwise specified. All Exhibits and Schedules annexed hereto modified (subject to any restrictions on such amendments, supplements, or referred to herein are hereby incorporated in and made a part of this Agreement as if modifications set forth herein); (n) the word “notice” means notice in full herein. Any capitalized terms used in any Exhibit writing (whether or Schedule but not otherwise defined thereinspecifically stated) and will include notices, shall have the meaning as defined in consents, approvals, and other written communications contemplated under this Agreement. Any singular term in this Agreement shall be deemed to include ; and (o) provisions that require that a Party, the pluralParties, and or any plural term the singular. Whenever the words committee hereunder include”, agree,” includesconsent,” or “includingapproveare used or the like will require that such agreement, consent, or approval be specific and in this Agreement, they shall be deemed to be followed by the words “without limitation”writing, whether by written agreement, letter, approved minutes, or not they are in fact followed by those words or words of like import. “Writing”, “written” otherwise (but excluding email and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law. * * * * * *instant messaging).

Appears in 2 contracts

Samples: License Agreement (Ionis Pharmaceuticals Inc), License Agreement (Ionis Pharmaceuticals Inc)

No Strict Construction; Interpretation. When reference is made in this Agreement to an Article, Annex, Exhibit or a Section, such reference shall be to an Article, Annex, Exhibit or Section of this Agreement, unless otherwise indicated. The language used in this Agreement will shall be deemed to be the language chosen by the parties Parties hereto to express their mutual intent, and no rules rule of strict construction will shall be applied against any party heretoParty. The words “hereof”Whenever the context may require, “herein” and “hereunder” and words of like import any pronouns used in this Agreement shall refer to this Agreement as a whole include the corresponding masculine, feminine or neuter forms, and not to any particular provision the singular form of this Agreement. The captions herein are included for convenience of reference only nouns and pronouns shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and vice versa. Any reference to any plural term federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the singularcontext requires otherwise. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”.” When used herein, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “lawsdollar” or “$” means the U.S. dollar. When used herein, the word “or” means the conjunctive “and/or” unless specified otherwise. To the extent that there is a conflict between any general provision of this Agreement and any provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. For the avoidance of doubt, if any Loss entitles any Buyer Indemnitee to bring a claim with respect to Indemnified Taxes, and a claim with respect to a particular statute breach of or law inaccuracy in any of the representations and warranties set forth in Section 4.20 (Tax Matters) could also be brought with respect to the same Losses, the Buyer Indemnitee shall be deemed also entitled, in its sole discretion, to include any and all applicable law. * * * * * *assert such claim pursuant to either Section 7.2(a)(i) or Section 7.2(a)(v).

Appears in 1 contract

Samples: Unit Purchase Agreement (Streamline Health Solutions Inc.)

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No Strict Construction; Interpretation. The language used This Agreement has been prepared jointly and will not be strictly construed against either Party. Ambiguities, if any, in this Agreement will not be construed against any Party, irrespective of which Party may be deemed to be have authored the language chosen by ambiguous provision. Except where the parties hereto to express their mutual intentcontext expressly requires otherwise, and no rules (a) whenever any provision of strict construction this Agreement uses the term “including” (or “includes”), such term will be applied against any party hereto. The words deemed to mean hereof”, “hereinincluding without limitation” and “hereunderincluding but not limited to” (or “includes without limitations” and “includes but is not limited to”) regardless of whether the words of like import used in this Agreement shall “without limitation” or “but not limited to” actually follow the term “including” (or “includes”); (b) “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words will refer to this Agreement as a whole in its entirety and not solely to the particular portion of this Agreement in which any such word is used; (c) all definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural; (d) wherever used herein, any pronoun or pronouns will be deemed to include both the singular and plural and to cover all genders; (e) the Schedules to this Agreement, and the terms and conditions incorporated in such Schedules will be deemed integral parts of this Agreement and all references in this Agreement to this Agreement will encompass such Schedules and the terms and conditions incorporated in such Schedules; provided that in the event of any conflict between the terms and conditions of this Agreement and any terms and conditions set forth in the Schedules, the terms of this Agreement will control; (f) in the event of any conflict between the terms and conditions of this Agreement and any terms and conditions that may be set forth on any order, invoice, verbal agreement, or otherwise, the terms and conditions of this Agreement will govern; (g) unless otherwise provided, all references to Sections, Articles, and Schedules in this Agreement are to Sections, Articles, and Schedules of and to this Agreement; (h) any reference to any federal, national, state, local, or foreign statute or law will be deemed to also refer to all rules and regulations promulgated thereunder, and any reference to any law, rule, or regulation will be deemed to include the then‑current amendments thereto or any replacement or successor law, rule or regulation thereof; (i) wherever used, the word “shall” and the word “will” are each understood to be imperative or mandatory in nature and are interchangeable with one another; (j) the word “or” will be interpreted in the inclusive sense commonly associated with the term “and/or”; (k) references to a particular provision of Person include such person’s successors and assigns to the extent not prohibited by this Agreement. The ; (l) the section headings and captions used herein are included inserted for convenience of reference only and shall will not be ignored in the construction construed to create obligations, benefits, or interpretation hereof. References limitations; (m) any definition of or reference to Articlesany agreement, Sectionsinstrument or other document herein will be construed as referring to such agreement, Exhibits and Schedules are instrument or other document as from time to Articlestime amended, Sectionssupplemented, Exhibits and Schedules of this Agreement unless or otherwise specified. All Exhibits and Schedules annexed hereto modified (subject to any restrictions on such amendments, supplements or referred to herein are hereby incorporated in and made a part of this Agreement as if modifications set forth herein); (n) the word “notice” means notice in full herein. Any capitalized terms used in any Exhibit writing (whether or Schedule but not otherwise defined thereinspecifically stated) and will include notices, shall have the meaning as defined in consents, approvals and other written communications contemplated under this Agreement. Any singular term in this Agreement shall be deemed to include ; and (o) provisions that require that a Party, the plural, and Parties or any plural term the singular. Whenever the words committee hereunder include”, agree,” includesconsent,” or “includingapproveare used or the like will require that such agreement, consent or approval be specific and in this Agreement, they shall be deemed to be followed by the words “without limitation”writing, whether by written agreement, letter, approved minutes, or not they are in fact followed by those words or words of like import. “Writing”, “written” otherwise (but excluding e‑mail and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable law. * * * * * *instant messaging).

Appears in 1 contract

Samples: Exclusive License Agreement (Disc Medicine, Inc.)

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