Common use of Rules of Construction; Interpretation Clause in Contracts

Rules of Construction; Interpretation. Interpretation of this Agreement (except as specifically provided in this Agreement, in which case such specified rules of construction shall govern with respect to this Agreement) shall be governed by the following rules of construction: (i) words in singular shall be held to include the plural and vice versa, and words of one general shall be held to include the other gender as the context requires; (ii) references made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated; (iii) 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; (iv) when the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) 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; (vi) the term “or” is not exclusive; (vii) 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”; (viii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) all pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require; (x) any agreement, instrument or Applicable Law defined or referred to herein means such agreement, instrument or Applicable Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated; and (xi) references to a Person are also to its permitted successors and assigns. Each of the parties hereto 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 hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.

Rules of Construction; Interpretation. Interpretation of All references in this Agreement (except as specifically provided in this Agreementto Sections, in which case such specified rules of construction shall govern with respect subsections and other subdivisions refer to this Agreement) shall be governed by the following rules of construction: (i) words in singular shall be held to include the plural corresponding Sections, subsections and vice versa, and words of one general shall be held to include the other gender as the context requires; (ii) references made to a Section, such reference shall be to a Section subdivisions of this Agreement unless otherwise indicated; (iii) the expressly provided otherwise. The headings contained in this Agreement are for reference purposes only convenience only, do not constitute any part of such Sections, subsections or other subdivisions, and shall not affect be disregarded in any way construing the meaning or interpretation of language contained therein. The words “this Agreement; (iv) when the words ,” “include”, “includesherein,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) the words “hereof”, “hereto”, “hereby”, ,” “hereinhereunder” and “hereunderhereof” and words of similar import when used in this Agreement shall import, refer to this Agreement as a whole and not to any particular provision subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of this Agreement; (vi) similar import, refer only to the term “or” is not exclusive; (vii) the Sections or subsections hereof in which such words occur. The word “extentincluding” (in the phrase its various forms) means “to the extentincluding, without limitation.” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (viii) the definitions contained Pronouns in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) all pronouns and any variations thereof refer to the masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. In this Agreement, except as the context may otherwise require; , references to: (xi) any agreement (including this Agreement), contract, statute or regulation are to the agreement, instrument contract, statute or Applicable Law defined regulation as amended, modified, supplemented, restated or referred to herein means such agreement, instrument or Applicable Law as replaced from time to time amended(in the case of an agreement or contract, modified or supplementedto the extent permitted by the terms thereof and, unless otherwise specifically indicatedif applicable, by the terms of this Agreement); (ii) any Governmental Entity includes any successor to that Governmental Entity; and (xiiii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to a Person are also any section of any applicable Law or other law include any successor to its permitted successors and assignssuch section. Each of the parties hereto acknowledges that it has participated been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of independent counsel. Each party and its counsel cooperated in the drafting and negotiation preparation of this AgreementAgreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. If an ambiguity Accordingly, any rule of law or question any legal decision that would require interpretation of intent or interpretation arises, any ambiguities in this Agreement must be construed as if against any party that drafted it is drafted by all the parties hereto, of no application and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreementis hereby expressly waived.

Rules of Construction; Interpretation. Interpretation of this Agreement (except as specifically provided in this Agreement, in which case such specified rules of construction shall govern with respect to this Agreement) shall be governed by the following rules of construction: (i) words in singular shall be held to include the plural and vice versa, and words of one general shall be held to include the other gender as the context requires; (ii) references made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated; (iii) 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; (iv) when the words “"include”", “"includes” " or “"including” " are used in this Agreement, they shall be deemed to be followed by the words “"without limitation”"; (v) 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; (vi) the term “"or” " is not exclusive; (vii) 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”"; (viii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) all pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require; (x) any agreement, instrument or Applicable Law defined or referred to herein means such agreement, instrument or Applicable Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated; and (xi) references to a Person are also to its permitted successors and assigns. Each of the parties hereto 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 hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of this Agreement.

Rules of Construction; Interpretation. Interpretation The parties agree that they have been represented by counsel during the negotiation and execution of this Agreement (except as specifically provided in this Agreementand, in which case such specified rules therefore, waive the application of any Law holding or rule of construction shall govern with respect providing that ambiguities in any agreement or other document will be construed against the party drafting such agreement or document. Where specific language is used to this Agreement) shall be governed clarify by example a general statement contained herein (such as by using the following rules of construction: (i) words in singular shall be held to include the plural and vice versa, and words of one general shall be held to include the other gender as the context requires; (ii) references made to a Sectionword “including”), such reference shall be to a Section of this Agreement unless otherwise indicated; (iii) the headings contained in this Agreement are for reference purposes only and specific language shall not affect in any way the meaning or interpretation of this Agreement; (iv) when the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by modify, limit or restrict in any manner the words “without limitation”; (v) construction of 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; (vi) the term “or” is not exclusive; (vii) the word “extent” in the phrase “to the extent” shall mean the degree general statement to which a subject or other thing extends, and such phrase shall not mean simply “if”; (viii) the it relates. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) all pronouns and . Whenever required by the context, any variations thereof refer to pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The words “include” and “including,” and other words of similar import when used herein shall not be deemed to be terms of limitation but rather shall be deemed to be followed in each case by the words “without limitation.” The word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if.” The words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as the context may require; (x) a whole and not to any agreementparticular Article, instrument Section or Applicable Law defined or referred to herein means such agreement, instrument or Applicable Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated; and (xi) references to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the drafting and negotiation other subdivision of this Agreement. If an ambiguity References to Articles or question Sections herein refer to Articles or Sections of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties heretounless otherwise specified, and no presumption references to Schedules herein refer to the Disclosure Schedules as defined herein. Any reference herein to “dollars” or burden of proof “$” shall arise favoring or disfavoring any party hereto by virtue of authorship of any mean United States dollars. The words “as of the provisions date of this Agreement” and words of similar import shall be deemed in each case to refer to the date this Agreement was first signed. The term “or” shall be deemed to mean “and/or.” Any reference to any particular Law will be interpreted to include any revision of or successor to that section regardless of how it is numbered or classified and any reference herein to a Governmental Authority shall be deemed to include reference to any successor thereto.

Rules of Construction; Interpretation. Interpretation (a) The Parties have been represented by counsel during the negotiation, preparation and execution of this Agreement (except as specifically provided in this Agreementand the other Transaction Documents and, in which case such specified rules of construction shall govern therefore, hereby waive, with respect to this Agreement) , any other Transaction Document and each Exhibit and each Schedule attached hereto or thereto, the application of any Law or rule of construction providing that ambiguities in an agreement or other document shall be governed by construed against the following rules of construction: Party drafting such agreement or document. (ib) words When a reference is made in singular shall be held this Agreement to include the plural and vice versaSections, and words of one general shall be held to include the other gender as the context requires; (ii) references made to a SectionExhibits, Appendices or Schedules, such reference shall be to a Section of of, or an Exhibit or Appendix to this Agreement or Schedule of the Disclosure Letter unless otherwise indicated; (iii) 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; (iv) when the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (v) the . The words “hereof”, “heretoherein”, “hereby”, “hereinhereto” and “hereunder” and words of similar import when used in this Agreement shall will refer to this Agreement as a whole (including any exhibits, appendices and schedules to this Agreement) and not to any particular provision of this Agreement; . The words “include”, “including” or “includes” when used herein shall be deemed in each case to be followed by the words “without limitation” or words having similar import. The phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, shall mean that a true, correct and complete copy of the information or material referred to has been physically or electronically provided to the Party or its Representatives to whom such information or material is to be provided, and in addition, in the case of “provided to,” “furnished to,” or “made available” to Buyer, material that has been posted in the “data room” established by or on behalf of Seller and hosted by Dropbox only if so posted at least one Business Day prior to the Agreement Date. The headings and table of contents in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement. 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, (iii) the terms “hereof,” “herein,” “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 that Person and (vi) the term “or” is not exclusive; (vii) the references from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively. The word “extent” in the phrase “to the extent” shall mean means the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if”; .” Unless indicated otherwise, (viiiA) any action required to be taken by or on a day or Business Day may be taken until 11:59 PM Eastern Time on such day or Business Day, (B) all references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” and (C) all days, Business Days, times and time periods contemplated by this Agreement will be determined by reference to Eastern Time. Unless indicated otherwise, all mathematical calculations contemplated by this Agreement shall be rounded to the definitions contained tenth decimal place, except in respect of payments, which shall be rounded down to the nearest whole U.S. cent. (c) Any reference in this Agreement are applicable to the singular as well as the plural forms of such terms; (ix) all pronouns and any variations thereof refer to the masculine, feminine wire transfers or neuter as the context may require; (x) any agreement, instrument or Applicable Law defined or referred to herein means such agreement, instrument or Applicable Law as from time to time amended, modified or supplemented, other payments requires payment in Dollars unless otherwise specifically indicated; and (xi) references expressly stated in that reference. Any amounts to a Person are also to its permitted successors and assigns. Each be converted into Dollars for the purpose of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, calculating any amounts under this Agreement must shall be construed as if it is drafted converted into Dollars at the applicable exchange rate published by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of Wall Street Journal on the provisions of this Agreementimmediately preceding day.