Common use of Interpretation Rules Clause in Contracts

Interpretation Rules. In this Agreement, unless a different intention of the Parties clearly appears from the context: (a) the definition of any name shall also include all its declensions and the definition of any verb shall also include all its conjugations; (b) reference to any contract or document shall also be construed as a reference to the recitals and annexes as well as to the amendments, if any, thereof (in particular, any reference to this Agreement shall also be construed as a reference to the Recitals and Annexes thereof, which are an integral and essential part thereof and constitute as well a covenant between the Parties); (c) reference to a Law or a provision thereof shall also be construed as a reference to that Law or provision thereof, as may be subsequently amended or interpreted as well as to any order implementing such Law or provision thereof; (d) reference to any Person shall include also its successors, transferees or authorized assignees; (e) the words “including”, “inclusive”, “included” or equivalent words shall be interpreted just by way of an example, and not by limitation; (f) whenever a provision in this Agreement provides for a Party to “cause” (or equivalent words) a Person to perform (or not to perform) a certain act, such provision shall be interpreted as a promise of the fact of the third party (promessa del fatto del terzo) pursuant to and for the purposes of article 1381 of the Italian Civil Code, it being understood that if such obligation is undertaken by the Sellers as to the fact of Target, the Sellers shall be required to make its best efforts and, in any event, to act in such a way as to consistently exercise all its corporate rights in order to cause (or prevent) the performance of the act which is the subject of the obligation under article 1381 of the Italian Civil Code; (g) the Sellers’ Representations and Warranties given by the Sellers under Article 0, as well as the correspondent indemnity obligation undertaken by the Sellers pursuant to Article 0, constitute, as a whole, an additional deed of covenant for warranty purposes, aimed at contractually allocating certain risks among the Parties, whose consideration is included in the Purchase Price and in the other obligations undertaken by the Buyer in this Agreement, and that – as such – is not subject to the statute of limitations under article 1495 of the Italian Civil Code.

Interpretation Rules. 2.1 In this Agreementagreement, unless a different intention of the Parties clearly appears from the context: (a) the definition of any name shall also include all its declensions and the definition of any verb shall also include all its conjugations; (b) reference to any contract or document shall also be construed as a reference to the recitals and annexes as well as to the amendments, if any, thereof (in particular, any reference to this Agreement agreement shall also be construed as a reference to the Recitals and Annexes thereof, which are an integral and essential part thereof and constitute as well a covenant between the Parties); (c) reference to a Law or a provision thereof shall also be construed as a reference to that Law or provision thereof, as may be subsequently amended or interpreted as well as to any order implementing such Law or provision thereof; (d) reference to any Person shall include also its successors, transferees or authorized authorised assignees; (e) the terms provided for in this agreement must be calculated in accordance with Article 155 of the Italian Code of Civil Procedure, unless they are expressed in Business Days, in which case the relevant definition under Article 1 shall apply; (f) the terms provided for in this agreement for the performance of any of the Parties must be deemed of the essence in the interest of the other Party, pursuant to and for the purposes of Article 1457 of the Italian Civil Code; (g) the words “including”, “inclusive”, “included” or equivalent words shall be interpreted just by way of an example, and not by limitation; (fh) whenever a provision in this Agreement agreement provides for a Party to “cause” (or equivalent words) a Person to perform (or not to perform) a certain act, such provision shall be interpreted as a promise of the fact of the third party (“promessa del fatto del terzo”) pursuant to and for the purposes of article Article 1381 of the Italian Civil Code, it being understood that if such obligation is undertaken by the Sellers as to the fact of Target, the Sellers shall be required to make its best efforts and, in any event, to act in such a way as to consistently exercise all its corporate rights in order to cause . (or preventi) the performance of the act which is the subject of the obligation under article 1381 of the Italian Civil Code; (g) the Sellers’ Founders Representations and Warranties given granted by the Sellers Founders under Article 07, as well as the correspondent indemnity obligation undertaken by the Sellers pursuant to Article 08, constitute, as a whole, an additional deed of covenant for warranty purposes, aimed at contractually allocating certain risks among the Parties, whose consideration is included in the Purchase Price and in the other obligations undertaken by the Buyer in this Agreement, and that – as such – is not subject to the statute of limitations under article Article 1495 of the Italian Civil Code; it is also agreed that the provisions concerning insurance under Articles 1892 and 1893 of the Italian Civil Code shall not apply, either directly or by analogy, to such deed of covenant.