Interpretative Rules. Unless otherwise expressly provided for in this Agreement, for purposes of this Agreement: 2.2.1. all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require; 2.2.2. the word “including” and any variation thereof shall mean “including without limitation” and shall not be construed to limit any general statement to the specific or similar items or matters following it; 2.2.3. the words “hereof”, “herein”, “hereto” and “hereunder” refer to this Agreement as a whole (including the Recitals and the Schedules), and not to any subdivision of this Agreement; 2.2.4. when calculating the period of days before which, by which, or following which any act is to be done or any step is to be taken pursuant to this Agreement, the day that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the relevant period shall end on the next following Business Day. Unless otherwise expressly provided for, any period of time expressed in months shall be calculated as provided for in article 2963, paragraphs 4 and 5 of the Italian civil code; 2.2.5. references to “Articles”, “Clauses”, “Recitals” and “Schedules” are to the articles, clauses, recitals and schedules of this Agreement, unless specified differently; 2.2.6. in case of discrepancies between the body of the Agreement and the Schedules, the former will prevail; 2.2.7. the division of this Agreement into Articles, Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; 2.2.8. the obligation of a Party to cause any other Person (including a corporate body of any such Person) to undertake or to do something, or to procure that any other Person (including a corporate body of any such Person) undertakes or does something, shall be construed as a “promessa dell’obbligazione o del fatto del terzo” for the purpose of article 1381 of the Italian civil code; 2.2.9. the obligation of a Party to use best efforts to accomplish an objective shall be construed as an “obbligazione di mezzi” and not as an “obbligazione di risultato”; 2.2.10. the governing language of this Agreement is English. Except as otherwise required by the Applicable Laws and Regulations, all notices, correspondence, information and other documents required under this Agreement shall be in the English language. However, where in this Agreement an Italian term is given in italics or in italics in brackets after an English term and there is any inconsistency between the Italian and the English, the meaning of the Italian term shall prevail; 2.2.11. the Parties have jointly participated in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
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Interpretative Rules. Unless otherwise expressly provided for in this Agreement, for purposes of this Agreement:
2.2.1. 2.2.1 all terms used in the singular shall be deemed to include the plural, and vice versa, as the context may require;
2.2.2. 2.2.2 the word “"including” " and any variation thereof shall mean “"including without limitation” " and shall not be construed to limit any general statement to the specific or similar items or matters following it;
2.2.3. 2.2.3 the words “"hereof”", “"herein”", “"hereto” " and “"hereunder” " refer to this Agreement as a whole (including the Recitals and the Schedules), and not to any subdivision of this Agreement;
2.2.4. 2.2.4 when calculating the period of days before which, by which, or following which any act is to be done or any step is to be taken pursuant to this Agreement, the day that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the relevant period shall end on the next following Business Day. Unless otherwise expressly provided for, any period of time expressed in months shall be calculated as provided for in article 2963, paragraphs 4 and 5 of the Italian civil codeICC;
2.2.5. 2.2.5 references to “Articles”"Clauses", “Clauses”, “"Recitals” " and “"Schedules” " are to the articles, clauses, recitals and schedules of this Agreement, unless specified differently;
2.2.6. in case of discrepancies between the body of the Agreement and the Schedules, the former will prevail;
2.2.7. 2.2.6 the division of this Agreement into Articles, Clauses and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
2.2.8. 2.2.7 any reference to the knowledge, belief and/or awareness of the Seller, or similar phrases, or any similar expression or variation thereof shall be interpreted as referring to the knowledge of a circumstance which the director(s) or the board of directors of the Seller, or of the entity to which the relevant statement refers (or which holds the assets to which the relevant statement refers), when making the statement, actually has or would have had if it had made due and careful inquiry as to the circumstance which is the subject of the statement in accordance with directors' duties under the Applicable Laws and Regulations, including the ICC;
2.2.8 the obligation of a Party to cause any other Person (including a corporate body of any such Person) to undertake or to do something, or to procure that any other Person (including a corporate body of any such Person) undertakes undertake or does do something, shall be construed as a “"promessa dell’obbligazione dell 'obbligazione o del fatto del terzo” " for the purpose of article 1381 of the Italian civil code;
2.2.9. the obligation of a Party to use best efforts to accomplish an objective shall be construed as an “obbligazione di mezzi” and not as an “obbligazione di risultato”;
2.2.10. the governing language of this Agreement is English. Except as otherwise required by the Applicable Laws and Regulations, all notices, correspondence, information and other documents required under this Agreement shall be in the English language. However, where in this Agreement an Italian term is given in italics or in italics in brackets after an English term and there is any inconsistency between the Italian and the English, the meaning of the Italian term shall prevail;
2.2.11. the Parties have jointly participated in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this AgreementICC.
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