Common use of 2Construction Clause in Contracts

2Construction. Whenever the context requires, (a) the gender of all words used in this Agreement includes the masculine, feminine, and neuter and (b) terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this Agreement, and such words do not refer to the Delaware Act or any particular section, clause or provision of this Agreement. All references to a Person include such Person’s successors and permitted assigns. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes. The use herein of the word “include” or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The term “or” is not exclusive. The definitions set forth or referred to in Section 11.1 will apply equally to both the singular and plural forms of the terms defined and derivative forms of defined terms will have correlative meanings. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with GAAP and, except as expressly provided herein, all accounting determinations will be made in accordance with GAAP. The parties acknowledge that this Agreement has been negotiated by such parties with the benefit of counsel and, accordingly, any principle of law that provides that any ambiguity in a contract or agreement shall be construed against the party that drafted such contract or agreement shall be disregarded and is expressly waived by all of the parties hereto.

2Construction. Whenever Except where the context otherwise requires, wherever used, the singular includes the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). The table of contents and captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” (or its variations) as used herein does not limit the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party. Unless otherwise specified or where the context otherwise requires, (a) the gender of all words used references in this Agreement includes the masculineto any Article, feminineSection, Schedule or Exhibit are references to such Article, Section, Schedule or Exhibit of this Agreement and neuter references to this Agreement are references to this Agreement and all Exhibits and Schedules hereto; (b) terms references in any Section to any clause are references to such clause of such Section; (c) “hereof,” “hereinhereto,” “hereby,” “herein” and derivative or “hereunder” and words of similar words import when used in this Agreement refer to this Agreement, Agreement as a whole and such words do not refer to the Delaware Act or any particular section, clause or provision of this Agreement. All ; (d) references to a Person include such Person’s are also to its permitted successors and permitted assigns. All ; (e) references to Articles a Law include any amendment or modification to such Law and Sections refer to articles and sections any rules, regulations or legally binding guidelines issued thereunder, in each case, as in effect at the relevant time of this Agreement, and all reference thereto; (f) references to Exhibits are to exhibits attached heretoany agreement, each of which is made a part hereof for all purposes. The use herein of the word “include” instrument or “including,” when following any general statement, term or matter, will not be construed to limit such statement, term or matter to the specific items or matters set forth following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The term “or” is not exclusive. The definitions set forth or referred to in Section 11.1 will apply equally to both the singular and plural forms of the terms defined and derivative forms of defined terms will have correlative meanings. Where any provision document in this Agreement refers refer to action such agreement, instrument or other document as originally executed or, if subsequently amended, replaced or supplemented from time to time, as so amended, replaced or supplemented and in effect at the relevant time of reference thereto; (g) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (h) references to monetary amounts are denominated in United States Dollars; and (i) references to days (excluding Business Days) or months shall be taken by any Persondeemed references to calendar days or months. As between the Parties, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf in the event of any Affiliate conflict or difference of such Person. All accounting terms used herein any kind between the provisions of any Ancillary Agreement, on the one hand, and not otherwise defined herein will have the meanings accorded them in accordance with GAAP and, except as expressly provided herein, all accounting determinations will be made in accordance with GAAP. The parties acknowledge that provisions of this Agreement has been negotiated by such parties with (including the benefit of counsel andExhibits or Schedules hereto), accordinglyon the other hand, any principle of law that provides that any ambiguity this Agreement shall control in a contract or agreement shall be construed against the party that drafted such contract or agreement shall be disregarded and is expressly waived by all of the parties heretorespects.

2Construction. Whenever Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents: (ai) references to the plural include the singular, the plural, the part and the whole and the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (ii) the gender of all words used in this Agreement includes the masculine, feminine, and neuter and (b) terms “hereof,” “herein,” “herebyhereunder,” “hereto” and derivative similar terms in this Agreement or similar words any other Loan Document refer to this AgreementAgreement or such other Loan Document as a whole; (iii) article, and such words do not refer to the Delaware Act or any particular section, clause subsection, clause, schedule and exhibit references are to this Agreement or provision of this Agreement. All references other Loan Document, as the case may be, unless otherwise specified; (iv) reference to a any Person include includes such Person’s successors and permitted assigns. All ; (v) reference to any agreement, including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto, document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated in accordance herewith and therewith; (vi) references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is made a part hereof for all purposes. The use herein of the word “includeprovince” or any like terms shall include “territory” and like terms; (vii) relative to the determination of any period of time, “from” means “from and including,” when following any general statement, term or matter, will not “to” means “to but excluding,” and “through” means “through and including”; (viii) the words “asset” and “property” shall be construed to limit such statement, term or matter to have the specific items or matters set forth following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather will be deemed same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights; (ix) section headings herein and in each other items or matters that fall within Loan Document are included for convenience and shall not affect the broadest possible scope interpretation of such general statement, term or matter. The term “or” is not exclusive. The definitions set forth or referred to in Section 11.1 will apply equally to both the singular and plural forms of the terms defined and derivative forms of defined terms will have correlative meanings. Where any provision in this Agreement refers or such Loan Document; and (x) unless otherwise specified, all references herein to action times of day shall constitute references to Eastern Time. All certificates and other required submissions made by specified officers of any Loan Party shall be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly deemed for all purposes as made by such Person, including actions taken by or on behalf of any Affiliate of person solely in such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with GAAP and, except person’s capacity as expressly provided herein, all accounting determinations will be made in accordance with GAAP. The parties acknowledge that this Agreement has been negotiated by such parties with the benefit of counsel and, accordingly, any principle of law that provides that any ambiguity in a contract or agreement shall be construed against the party that drafted such contract or agreement shall be disregarded and is expressly waived by all of the parties heretoofficer.