Common use of Other Definitional and Interpretative Provisions Clause in Contracts

Other Definitional and Interpretative Provisions. When a reference is made in this Agreement to a Schedule, an Article or a Section, such reference shall be to a Schedule, an Article or a Section of 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. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. 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 date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty.

Other Definitional and Interpretative Provisions. When a reference is made in The term “this Agreement” means this Agreement together with all schedules and annexes hereto, as the same may from time to a Scheduletime be amended, an Article modified, supplemented or a Section, such reference shall be to a Schedule, an Article or a Section of this Agreement unless otherwise indicatedrestated in accordance with the terms hereof. The headings contained in this Agreement are inserted for reference purposes convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever No party to this Agreement, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any party hereto. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereofherein”, “hereto”, “hereby”, “herein” and “hereunderhereof” and words of similar import, when used in this Agreement, shall import refer to this Agreement as a whole whole, including, without limitation, the Schedules, and not to any particular provision of section, subsection, paragraph, subparagraph or clause contained in this Agreement. The term ; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “including” and “such as” and words of similar import when used in this Agreement shall mean “including, without limitation”; (e) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (f) the word “will” shall be construed to have the same meaning as the word “shall”; (g) the word “or” is shall not be exclusive. The ; (h) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement; (i) unless a contrary intent is apparent, any Contract, instrument or Law defined or referred to herein or in any Contract, instrument or Law that is referred to herein means such agreementContract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein; (j) references to a Person are also to its permitted successors and assigns; and (k) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifically indicated. 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 date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warrantyspecified.

Other Definitional and Interpretative Provisions. When a reference is made The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a Schedule, an Article or a Section, such whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to a ScheduleArticles, an Article or a Section Sections and schedules are to Articles, Sections and schedules of 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 Agreementspecified. 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. The words phrases “the date of this Agreement,” “the date hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words phrases of similar import, when used in this Agreementunless the context otherwise requires, shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusivethe date set forth in the Preamble. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable word “will” shall be construed to have the singular as well same meaning as the plural forms of such termsword “shall”. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. 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 date in calculating such period shall be excluded, and if the last day of such period The term “or” is not a Business Day, the period shall end on the immediately following Business Dayexclusive. Each of the The parties has hereto have participated jointly in the negotiation and drafting and negotiation of this Agreement. If an any ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted jointly by all the partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No specific provisionFor purposes of analyzing the Company’s representations and warranties and related disclosures under this Agreement, representation Parent and Merger Sub will not be deemed to have knowledge of any state of facts, change, development, effect, occurrence or warranty shall limit condition relating to the applicability Company or its Subsidiaries unless it is disclosed in the Company SEC Documents or the Company Disclosure Letter or is information otherwise generally available to the public as of a more general provision, representation or warrantythe date hereof.

Other Definitional and Interpretative Provisions. When a reference is made in this Agreement to a Schedule, an Article or a Section, such reference shall be to a Schedule, an Article or a Section of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, ,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. .” The words “hereof”, “hereto”, “hereby”, ,” “herein” and “hereunder” and words of similar import, import when used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such termsterms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine, feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Any Unless otherwise specified, any agreement, instrument or Law statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or Law statute as from time to time amended, modified or supplemented. Unless the context otherwise requires, unless otherwise specifically indicated“or,” “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive or disjunctive. When calculating The parties hereto have participated jointly in the period negotiation and drafting 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 date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties has participated in the drafting and negotiation of this Agreement. If event an ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted jointly by all the partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No specific provisionWithout limiting the generality of the immediately preceding sentence, representation no amendment or warranty other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall limit control but solely to the applicability extent of such conflict. References to any law shall be deemed to refer to such law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person shall be deemed to refer to that Person’s successors and permitted assigns. References to an Exchange shall be deemed to include references to a more general provision, representation deemed Exchange resulting from an Early Termination unless otherwise indicated or warrantyrequired by context.

Other Definitional and Interpretative Provisions. When a reference is made The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a Schedule, an Article or a Section, such whole and not to any particular provision of this Agreement. Terms defined in the singular in this Agreement shall also include the plural and vice versa. The captions and headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to a ScheduleArticles, an Article or a Section Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of 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 Agreementspecified. 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. The words phrases “the date of this Agreement,” “the date hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words phrases of similar import, when used unless the context otherwise requires, shall be deemed to refer to the date set forth in the Preamble to this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not simply mean simply “if”. .” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. 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 date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day. Each of the parties has hereto have participated jointly in the negotiation and drafting and negotiation of this Agreement. If an any ambiguity or question of intent or interpretation arises, this Agreement must shall be construed as if it is drafted jointly by all the partiesparties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. No specific provision, representation or warranty shall limit the applicability References to sums of a more general provision, representation or warrantymoney are to United States Dollars.