Waiver of Rule of Construction; Interpretation Clause Samples

The Waiver of Rule of Construction; Interpretation clause establishes that standard rules of contract interpretation, such as construing ambiguities against the drafter, do not apply to the agreement. In practice, this means that both parties are considered to have had equal input in drafting the contract, and any unclear language will not automatically be interpreted in favor of one party over the other. This clause ensures a fair and balanced approach to interpreting the contract, reducing the risk of one party being disadvantaged due to perceived authorship of the agreement.
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Waiver of Rule of Construction; Interpretation. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement and to amendments to the ▇▇▇▇▇▇▇▇▇ License and SetPoint License executed on or about the Effective Date. Accordingly, the rule of construction that any ambiguity in this Agreement (or any ambiguity resulting from such amendments to the ▇▇▇▇▇▇▇▇▇ License and SetPoint License) shall be construed against the drafting party shall not apply, regardless of which Party was generally responsible for the preparation of this Agreement (or such amendments to the ▇▇▇▇▇▇▇▇▇ License and SetPoint License). Whenever any provision of this Agreement uses the term “including” (or “includes”), such term shall be deemed to mean “including without limitation” (or “includes without limitation”). The term “or” is used in this Agreement in the inclusive sense (and/or). “Herein,” “hereby,” “hereunder,” “hereof” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used. All definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural. Unless otherwise provided, all references to Sections and Exhibits in this Agreement are to Sections and Exhibits of this Agreement. References to any Section includes the broader Section of which such Section is a part and the narrower subsections that are part of such Section (e.g., a section numbered “Section 2.2” would be part of “Section 2,” and references to “Section 2.2” would also refer to material contained in the subsection described as “Section 2.2(a)”)
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Waiver of Rule of Construction; Interpretation. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, any rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply. In construing this Agreement, (a) use of the singular includes the plural and vice versa; (b) “include” or “including” means “including without limitation”, and (c) except where the context otherwise requires, the word “or” is used in the inclusive sense. References to “PFIZER” herein shall include any Affiliate of Pfizer Inc. to the extent that the relevant Intellectual Property Rights or other assets are held by such Affiliate, any activities with respect to ETC-216 were conducted by such Affiliate or any rights are exercised hereunder by such Affiliate, and Pfizer Inc. shall cause such Affiliates to fulfill the relevant obligations under this Agreement. For the sake of clarity, the materials described in Schedule C shall include such materials generated by or on behalf of Esperion Therapeutics, Inc. prior to its acquisition by Pfizer Inc.
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Related to Waiver of Rule of Construction; Interpretation

  • Waiver of Rule of Construction Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

  • Rule of Construction No rule of construction requiring interpretation against the drafting Party hereof shall apply in the interpretation of this Agreement.

  • Interpretation and Rules of Construction In this Agreement, except to the extent otherwise provided or that the context otherwise requires: (a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated; (b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement; (c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”; (d) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; (f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (g) references to a Person are also to its successors and permitted assigns; and (h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

  • Interpretation; Construction The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

  • No Rule of Construction This Agreement shall be construed to be neither against nor in favor of any party hereto based upon any party’s role in drafting this Agreement, but rather in accordance with the fair meaning hereof.