Common use of 2Interpretation Clause in Contracts

2Interpretation. The following rules of interpretation will apply to this Agreement: (a) the words “hereof”, “hereby”, “herein” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will 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; (h) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms of this Agreement and such Contract; (k) references to any Person include the predecessors, successors and permitted assigns of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

2Interpretation. The following rules of interpretation will apply to In interpreting this Agreement: , except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “hereof”, include,” “hereby”, “hereinincludes,” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will 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; similar import, (hb) the words “writing”, hereof,” “writtenherein,” “hereunder,” and comparable terms refer to printingthe entirety of this Agreement, typing including the Appendix or Exhibits, and not to any particular Article, Section, or other means subdivision of reproducing words this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun will include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including electronic mediathis Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in a visible form; the future, (if) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract it as amended, modified modified, supplemented, and restated now or supplemented from time to time in accordance with the terms future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement and such Contract; Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (kh) references to any Person include the predecessors, Person’s respective successors and permitted assigns of that Person; assigns, (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (mi) references to “dollars” and or “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree lawful currency of the United States of America, (j) references to which a subject “day” or other theory extends number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days, (k) if interest is to be computed under this Agreement, it will be computed on the basis of a 360-day year of twelve 30-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and such phrase will the calendar day is not mean “if”; a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (om) any financial or accounting terms that are not otherwise defined herein will have the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementmeanings given under GAAP.

2Interpretation. Except where the context otherwise requires, wherever used, the singular includes the plural, the plural includes the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The following rules captions of interpretation will apply to this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement: . The term “including” as used herein does not limit the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party. Unless otherwise specified or where the context otherwise requires, (a) the words references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article, Section, Schedule or Exhibit of this Agreement; (b) references in any Section to any clause are references to such clause of such Section; (c) “hereof”, ,” “hereto,” “hereby”, ,” “herein” and “under this Agreementhereunder” and words of like similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (cd) references to ArticlesAvicanna, Sections EI, or any other Person are also to its permitted successors and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; assigns; (e) references to an Applicable Law includes any capitalized term used amendment or modification to such Applicable Law and any rules or regulations issued thereunder, in any Exhibiteach case, as in effect at the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; relevant time of reference thereto; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will 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; (h) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (i) references to any Law will be deemed to agreement, instrument or other document in this Agreement refer to such Law agreement, instrument or other document as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract as originally executed or, if subsequently amended, modified replaced or supplemented from time to time, as so amended, replaced or supplemented and in effect at the relevant time in accordance with the terms of this Agreement reference thereto; and such Contract; (kg) references to any Person include the predecessors, successors and permitted assigns of that Person; (l) references “from” or “through” any date meanmonetary amounts shall be denominated in US Dollars/US Currency, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementexpressly stated otherwise.

2Interpretation. The following rules of interpretation will apply to As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “hereof”, include,” “hereby”, “hereinincludes,” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”, ” whether or not they are in fact followed by those such words or words of like import; similar import; (hb) the word “writing”or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “writtenAppendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable terms words refer to printingall of this Agreement, typing including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other means subdivision of reproducing words this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (including electronic mediae) any pronoun in a visible form; masculine, feminine, or neuter form includes any other gender; (if) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to such Law as amended from time to time all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any rules or regulations promulgated thereunder; Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to any Contract are a “day” or number of “days” (without the explicit qualification of “Business”) refer to that Contract as amended, modified a calendar day or supplemented from time to time in accordance with the terms number of this Agreement calendar days; and such Contract; (k) references to any Person include the predecessorscopies of documents that have been delivered, successors and permitted assigns provided or made available to Parent means copies of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” those documents made available in the phrase “Data Room to Parent and its Representatives at least one day prior to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. The following rules of interpretation will apply to As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “hereof”, include,” “hereby”, “hereinincludes,” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”, ” whether or not they are in fact followed by those such words or words of like import; similar import; (hb) the word “writing”or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “writtenAppendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable terms words refer to printingall of this Agreement, typing including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other means subdivision of reproducing words this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (including electronic mediae) any pronoun in a visible form; masculine, feminine, or neuter form includes any other gender; (if) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to such Law as amended from time to time all rules and regulations promulgated thereunder; (i) except for references in the Company Disclosure Schedule, references to any rules or regulations promulgated thereunder; Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to any Contract are a “day” or number of “days” (without the explicit qualification of “Business”) refer to that Contract as amended, modified a calendar day or supplemented from time to time in accordance with the terms number of this Agreement calendar ​ days; and such Contract; (k) references to any Person include the predecessorscopies of documents that have been delivered, successors and permitted assigns provided or made available to Purchaser means copies of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” those documents made available in the phrase “Data Room to Purchaser and its Representatives at least one day prior to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. The following rules of interpretation will apply to In interpreting this Agreement: , except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “hereof”, include,” “hereby”, “hereinincludes,” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will 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; similar import, (hb) the words “writing”, hereof,” “writtenherein,” “hereunder,” and comparable terms refer to printingthe entirety of this Agreement, typing including the Appendix or Exhibits, and not to any particular Article, Section, or other means subdivision of reproducing words this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including electronic mediathis Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in a visible form; the future, (if) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to that Contract it as amended, modified modified, supplemented, and restated now or supplemented from time to time in accordance with the terms future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement and such Contract; Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (kh) references to any Person include the predecessors, Person’s respective successors and permitted assigns of that Person; assigns, (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (mi) references to “dollars” and or “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

2Interpretation. The following rules of interpretation will apply to As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “hereof”, include,” “hereby”, “hereinincludes,” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”, ” whether or not they are in fact followed by those such words or words of like import; similar import; (hb) the word “writing”or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “writtenAppendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable terms words refer to printingall of this Agreement, typing including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other means subdivision of reproducing words this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (including electronic mediae) any pronoun in a visible form; masculine, feminine, or neuter form includes any other gender; (if) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to such Law as amended from time to time all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any rules or regulations promulgated thereunder; Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to any Contract are a “day” or number of “days” (without the explicit qualification of “Business”) refer to that Contract as amended, modified a calendar day or supplemented from time to time in accordance with the terms number of this Agreement calendar days; and such Contract; (k) references to any Person include the predecessorscopies of documents that have been delivered, successors and permitted assigns provided or made available to Purchaser means copies of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (m) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” those documents made available in the phrase “Data Room to Purchaser and its Representatives at least one day prior to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.