Common use of Interpretation; Effect Clause in Contracts

Interpretation; Effect. The words “hereof”, “herein” and “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “but not limited to” or “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 to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation include any successor to the section. Headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement. This Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisers and the Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, to the extent such action or omission would violate Applicable Law (including statutory and common law), rule or regulation.

Interpretation; Effect. The In this Agreement, except as context may otherwise require, (a) the words “hereby”, “hereof”, “herein” ”, and “hereunder” and words of like import similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References , (b) terms defined in the singular have a comparable meaning when used in the plural, and vice versa, (c) references herein to Articlesa specific Article, Sections and Exhibits are Section, Subsection or Schedule shall refer, respectively, to ArticlesArticle, Sections and Exhibits Sections, Subsections or Schedules of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred Agreement, (d) references to herein are the transactions contemplated hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever include the words “include”, “includes” or “including” are used transactions provided for in this Agreement, they shall be deemed to be followed by the words “but not limited to” or “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 mediae) in a visible form. References references to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation include any successor to the section. Headings , (f) references to any Governmental Authority includes any successor to that Governmental Authority, (g) wherever the word “include”, “includes”, or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”, (h) the word “person” is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust, labor union, works council or unincorporated organization, (i) references herein to any gender include each other gender, (j) all pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the person referred to may require, (k) headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement. This , (l) this Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisers and advisers, (m) the Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other. No , and (n) no provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, to the extent such action or omission would violate Applicable Law (including statutory and common law), rule or regulation.

Interpretation; Effect. The words “hereof”(a) In this Plan, “herein” and “hereunder” and words of like import shall refer except as context may otherwise require, references: (1) to the Preamble, Recitals, Sections, Annexes or Schedules are to the Preamble to, a Recital or Section of, or Annex or Schedule to, this Plan; (2) to this Agreement Plan are to this Plan, and the Annexes and Schedules to it, taken as a whole and not whole; (3) to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includestransactions contemplated hereby” or “including” are used includes the transactions provided for in this Agreement, they shall be deemed to be followed by Plan including the words “but not limited to” or “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 Merger; (including electronic media4) in a visible form. References to any agreement (including this AgreementPlan), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), ; and to any section of any statute or regulation include any successor to the section. Headings ; and (5) to any Governmental Entity includes any successor to that Governmental Entity. (b) The words “hereby”, “herein”, “hereof”, “hereunder” and numbering similar terms are to be deemed to refer to this Plan as a whole and not to any specific Section. (c) The words “include”, “includes” or “including” are to be deemed followed by the words “without limitation”. (d) The word “party” is to be deemed to refer to the Company or Parent. (e) The word “Person” is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization. (f) The table of sections contents and paragraphs in this Agreement article and section headings are for convenience reference purposes only and will do not be construed to define limit or limit otherwise affect any of the terms in this Agreement or affect the meaning or interpretation substance of this Agreement. Plan. (g) This Agreement Plan is the product of negotiation by the Partiesparties, having the assistance of counsel and other advisers and the Parties advisers. The parties intend that this Agreement Plan not be construed more strictly with regard to one Party party than with regard to the other. (h) The disclosure in any other. No provision Section of a Disclosure Schedule shall apply only to the indicated section of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, Plan except to the extent that it is reasonably apparent that such action or omission would violate Applicable Law (including statutory and common law), rule or regulationdisclosure is relevant to another section of this Plan.

Interpretation; Effect. The words “hereof”(a) In this Plan, “herein” and “hereunder” and words except as context may otherwise require, references: (1) to the Preamble, Recitals, Sections, Annexes, Exhibits or Letters are to the Preamble to, a Recital or Section of like import shall refer or Annex, Exhibit or Letter to this Agreement Plan; (2) to this Plan are to this Plan, and the Annexes, Exhibits and Letters to it, taken as a whole and not whole; (3) to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includestransactions contemplated hereby” or “including” are used include the transactions provided for in this AgreementPlan, they shall be deemed to be followed by including the words “but not limited to” or “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” Merger and comparable terms refer to printing, typing and other means of reproducing words the Bank Merger; (including electronic media4) in a visible form. References to any agreement (including this AgreementPlan), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time time; (in the case of an agreement or contract, to the extent permitted by the terms thereof), and 5) to any section of any statute or regulation include any successor to the section. Headings ; and (6) to any Governmental Entity include any successor to that Governmental Entity. (b) The words “hereby,” “herein,” “hereof,” “hereunder” and numbering similar terms refer to this Plan as a whole and not to any specific Section. (c) The words “include,” “includes” and “including” are deemed to be followed by the words “without limitation.” (d) The words “party” and “parties” refer to the Company and/or Parent, as applicable. (e) The word “Person” is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization. (f) The table of sections contents and paragraphs in this Agreement article and section headings are for convenience reference purposes only and will do not be construed to define limit or limit any of the terms in this Agreement or otherwise affect the meaning or interpretation substance of this Agreement. Plan. (g) This Agreement Plan is the product of negotiation by the Partiesparties, having which have had the assistance of counsel and other advisers and the Parties advisers. The parties intend that this Agreement Plan not be construed more strictly with regard to one Party party than with regard to the other. (h) The disclosure in any other. No provision Section of a Disclosure Letter will apply only to the indicated section of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, Plan except to the extent that it is reasonably apparent that such action or omission would violate Applicable Law (including statutory and common law), rule or regulationdisclosure is relevant to another section of this Plan.

Interpretation; Effect. The words “hereof”In this Agreement, “herein” and “hereunder” and words of like import shall refer except as context may otherwise require: (a) references to the Preamble, Recitals, Sections or Schedules are to the Preamble to, a Recital or Section of, or Schedule to, this Agreement; (b) references to this Agreement are to this Agreement and the Schedules to it, taken as a whole and not whole; (c) references to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of the transactions contemplated hereby include the transactions provided for in this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever including the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “but not limited to” or “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 Share Sale; (including electronic mediad) in a visible form. References references to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), ; and to any section of any statute or regulation include any successor to the section. Headings ; (e) references to any Governmental Authority include any successor to that Governmental Authority; (f) references to “Dollars” or “$” are to Canadian Dollars; (g) the words “hereby,” “herein,” “hereof,” “hereunder,” and numbering of sections similar terms are to be deemed to refer to this Agreement as a whole and paragraphs not to any specific Section; (h) the words “include,” “includes,” or “including” are to be deemed followed by the words “without limitation”; any singular term in this Agreement will be deemed to include the plural, and any plural term the singular; and all pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the person referred to may require; (i) the table of contents and article and section headings are for convenience reference purposes only and will do not be construed to define limit or limit otherwise affect any of the terms in this Agreement or affect the meaning or interpretation substance of this Agreement. This ; (j) this Agreement is the product of negotiation by the Partiesparties, having the assistance of counsel and other advisers advisors and the Parties parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any the other. No ; and (k) no provision of this Agreement is to shall require or be construed to require, directly or indirectly, any person to take any action, or omit to take any action, to the extent such action or omission would violate Applicable Law (including statutory and common law), rule or regulationapplicable Law.

Interpretation; Effect. (a) In this Agreement, except as the context may otherwise require, references to: (i) the Preamble, Recitals, Articles, Sections, Exhibits or Schedules refer to the Preamble, Exhibit or Schedule to, or a Recital, Articles or Section of, this Agreement; (ii) “transactions contemplated hereby” and “transactions contemplated by this Agreement” means the transactions provided for in this Agreement, including the Merger; (iii) any Contract (including this Agreement) shall include reference to all exhibits, schedules and other documents or agreements attached thereto (and hereto) and are to the Contract as amended, modified, supplemented or restated from time to time, to the extent permitted by the terms thereof, as such Contract existed at the applicable time; (iv) any Law refers to such Law as amended, modified, supplemented, including by succession or comparable successor Law, from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) as such Law existed at the applicable time and (v) any section of any Law includes any successor to such section as such section or successor existed at the applicable time; (vi) any Governmental Authority includes any successor to such Governmental Authority; (vii) terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (viii) any gender includes other genders; (ix) “dollars,” “cents” and “$” refers to U.S. Dollars and Cents; (x) the word “or” shall not be exclusive, unless the context otherwise requires. (b) Wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.” (c) The words “hereof”, ,” “herein,” and “hereunder” and words of like import similar terms, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to Articles, Sections . (d) The table of contents and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “but not limited to” or “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 to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation include any successor to the section. Headings and numbering of sections and paragraphs headings contained in this Agreement are for convenience reference purposes only and will do not be construed to define limit or limit otherwise alter, modify or affect any of the terms in provisions of this Agreement. (e) The Exhibits and Schedules to this Agreement or affect the meaning or interpretation are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in the Schedules or Exhibits to this Agreement but not otherwise defined therein shall be defined as set forth in this Agreement. (f) This Agreement is the product of negotiation by the Parties, each having the assistance of sophisticated counsel and other advisers and the advisors. The Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other. the other Parties. (g) No provision of this Agreement is to be construed to require, directly or indirectly, any person Person to take any action, or omit to take any action, to the extent that such action or omission would violate Applicable Law or conflict with Law. Notwithstanding anything herein to the contrary, nothing herein shall require any Person to (or to cause or direct any other Person to) disclose or share any confidential supervisory information (including statutory confidential supervisory information as defined in 12 C.F.R. § 261.2 and common as identified in 12 C.F.R. § 309.5(g)(8) or Alabama state banking law)) of a Governmental Authority the disclosure or sharing of which is prohibited by Law; provided that appropriate modified or substitute disclosures or actions shall be made or taken to the extent permitted by Law. (h) Whenever this Agreement refers to a number of days, rule such number shall refer to calendar days unless Business Days are specified. If the last day of the time period for the giving of any notice or regulationthe taking of any action required under this Agreement falls on a day that is not a Business Day, the time period for giving such notice or taking such action shall be extended through the next Business Day following the original expiration date of such. (i) Any documents, information and agreements that have been posted to and, as of the date hereof, remain available to Purchaser (or its Affiliates or its or their respective Representatives) in the electronic data room hosted by Datasite LLC established by or on behalf of Bank and Seller in connection with the transactions contemplated hereby shall be deemed to have been “delivered,” “furnished,” “provided,” or “made available” (or any phrase of similar import) to Purchaser by Bank and Seller.

Interpretation; Effect. The words “hereof”(a) In this Plan, “herein” and “hereunder” and words of like import shall refer except as context may otherwise require, references: (1) to the Preamble, Recitals, Sections, Annexes or Schedules are to the Preamble to, a Recital or Section of, or Annex or Schedule to, this Plan; (2) to this Agreement Plan are to this Plan, and the Annexes and Schedules to it, taken as a whole and not whole; (3) to any particular provision of this Agreement. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Whenever the words “include”, “includestransactions contemplated hereby” or “including” are used includes the transactions provided for in this Agreement, they shall be deemed to be followed by Plan including the words “but not limited to” or “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 Merger; (including electronic media4) in a visible form. References to any agreement (including this AgreementPlan), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), ; and to any section of any statute or regulation include any successor to the section. Headings ; and (5) to any Governmental Entity includes any successor to that Governmental Entity. (b) The words “hereby”, “herein”, “hereof”, “hereunder” and numbering similar terms are to be deemed to refer to this Plan as a whole and not to any specific Section. (c) The words “include”, “includes” or “including” are to be deemed followed by the words “without limitation”. (d) The word “party” is to be deemed to refer to the Company or Parent. (e) The word “person” is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization. (f) The table of sections contents and paragraphs in this Agreement article and section headings are for convenience reference purposes only and will do not be construed to define limit or limit otherwise affect any of the terms in this Agreement or affect the meaning or interpretation substance of this Agreement. Plan. (g) This Agreement Plan is the product of negotiation by the Partiesparties, having the assistance of counsel and other advisers and the Parties advisers. The parties intend that this Agreement Plan not be construed more strictly with regard to one Party party than with regard to the other. (h) The disclosure in any other. No provision Section of a Disclosure Schedule shall apply only to the indicated section of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, Plan except to the extent that it is reasonably apparent that such action or omission would violate Applicable Law (including statutory and common law), rule or regulationdisclosure is relevant to another section of this Plan.