12Interpretation. The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. For the purposes of this Agreement: (i) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms “Article,” “Section,” “Schedule,” “Exhibit” and paragraph are references to the Articles, Sections, Schedules, Exhibits and paragraphs to or of this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement; (iv) references to “$” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not (unless the context demands otherwise) mean simply “if”; (viii) references to “written” or “in writing” include in electronic form; (ix) provisions shall apply, when appropriate, to successive events and transactions; (x) Mobileye and Intel have each participated in the negotiation and drafting of this Agreement, and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xi) a reference to any Person includes such Person’s successors and permitted assigns; (xii) any reference to “days” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (xiv) unless otherwise stated in this Agreement, references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (xv) the word “shall” shall have the same meaning as the word “will”; (xvi) the word “any” shall mean “any and all”; and (xvii) the term “ordinary course of business” (or any phrase of similar import) shall mean “ordinary course of business, consistent with past practice.”
Appears in 1 contract
Sources: Master Transaction Agreement (Mobileye Global Inc.)
12Interpretation. The headings contained in this Agreement, in any Exhibit or Schedule hereto captions to the Articles and in the table Sections of contents to this Agreement are included only for convenience of reference purposes only and shall not affect in any way affect the meaning construction of, or interpretation of be taken into consideration in interpreting, this Agreement. Any capitalized term used reference in any this Agreement to an Article, Section, subsection, clause, Exhibit or Schedule but not otherwise defined thereinshall be deemed to be a reference to an Article, shall have Section, subsection, clause, Exhibit or Schedule, of or to, as the meaning assigned to such term in case may be, this Agreement, unless otherwise indicated. For the purposes of In this Agreement: , unless the context requires otherwise, (ia) the words in “including,” “include,” “includes,” “such as” and “e.g.” shall be deemed to be followed by the phrase “without limitation” or like expression, whether or not followed by the same; (b) references to the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (iic) references to the terms “Article,” “Section,” “Schedule,” “Exhibit” masculine, feminine and paragraph are references to the Articles, Sections, Schedules, Exhibits neuter pronouns and paragraphs to or of this Agreement unless otherwise specifiedexpressions shall be interchangeable; (iiid) the terms words such as “herein”, “hereof,”, and “hereunder” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire AgreementAgreement as a whole and not merely to the particular provision in which such words appear; (iv) references to “$” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vie) the word “or” shall not be exclusiveis used in the inclusive sense that is typically associated with the phrase “and/or”, unless the context is clear that only one of the options described may apply; (viif) the word “extent” in the phrase “to the extentwill” shall mean be construed to have the degree to which a subject or other thing extends, same meaning and such phrase shall not (unless effect as the context demands otherwise) mean simply word “ifshall”; (viiig) all references to “writtendollars” or “in writing$” include in electronic formherein shall mean Dollars; (ixh) provisions the phrases “non-refundable, non-creditable” or “non-refundable and non-creditable” shall applynot prohibit, when appropriate, limit or restrict either Party’s right to successive events and transactions; (x) Mobileye and Intel have each participated obtain damages in the negotiation and drafting connection with a breach of this Agreement, and, if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties hereto and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement; (xii) a reference to any Person includes such Person’s successors and permitted assigns; (xii) any reference all references to “dayscosts” means calendar days unless Business Days are expressly specified; (xiii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (xiv) unless otherwise stated in this Agreement, references to any contract are to that contract as amended, modified or supplemented from time to time in accordance with the terms thereof; (xv) the word “shallexpenses” shall have the same meaning as the word “will”; (xvi) the word “any” individually shall mean “any costs and all”; expenses” and (xviij) the a capitalized term “ordinary course not defined herein but reflecting a different part of business” (or any phrase speech from that of similar import) a capitalized term which is defined herein shall mean “ordinary course of business, consistent with past practicebe interpreted in a correlative manner.”
Appears in 1 contract
Sources: Research Collaboration and License Agreement (Century Therapeutics, Inc.)