Common use of 2Interpretation Clause in Contracts

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in The following rules of interpretation will apply to this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “hereof”, “hereby”, “herein” and “under this Agreement” and words of like import used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) the table of contents and captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation of this ​ ​ Agreement; (c) references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified; (d) all Exhibits and schedules annexed to this Agreement or referred to in this Agreement are incorporated in and made a part of this Agreement as if set forth in full in this Agreement; (e) any capitalized term used in any Exhibit, the Company Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein will have the meaning set forth in this Agreement; (f) any singular term in this Agreement will be deemed to include the plural, and any plural term the singular, and references to any gender will include all genders; (g) whenever the words “include,” ”, “includes,” and or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation” ”, whether or not they are in fact followed by such those words or words of similar import; like import; (bh) the word “or” is not exclusive; (c) references to an writing”, “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,written” and comparable words terms refer to all printing, typing and other means of this Agreement, reproducing words (including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; electronic media) in a visible form; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (hi) references to any Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (j) references to any Contract are to it that Contract as amended, modified, supplemented, and restated as of modified or supplemented from time to time in accordance with the date terms of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules Agreement and regulations promulgated thereunder; such Contract; (ik) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective the predecessors, successors and permitted assigns of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and in the case of a natural personincluding” or “through and including”, such Person’s heirs, estate, and personal representatives); respectively; (jm) references to “dollars” and “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the degree to which a subject or other theory extends and such phrase will not mean “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; if”; and (ko) references to copies of documents that the Parties have been delivered, provided or made available to Purchaser means copies of those documents made available participated jointly in the Data Room to Purchaser negotiation and its Representatives at least one day prior to drafting of this Agreement and, in the date event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers the Company Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers the Company Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar ​ days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the ​ ​ ​ Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in will include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in Sellers Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in Sellers Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in i) references to “dollars” or “$” will mean the case lawful currency of a natural personthe United States of America, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and , (k) references if interest is to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of be computed under this Agreement. Any , it will be computed on the basis of a 360-day year of twelve 30-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting term terms that is are not otherwise defined in this Agreement has herein will have the meaning meanings given such term under GAAP.

2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the ​ ​ ​ Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in shall include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in Sellers Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in Sellers Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (ji) references to a “daydollars” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, ​ ​ exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser Parent means copies of those documents made available in the Data Room to Purchaser Parent and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.

2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as Except where the context may otherwise require: (a) requires, wherever used, the words “include,” “includes,” singular includes the plural, the plural includes the singular, the use of any gender shall be applicable to all genders and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is used in the inclusive sense (and/or). The 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” as used herein does not exclusivelimit 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) references in this Agreement to any Article, Section, Schedule or Exhibit are references to such Article, Section, Schedule or Exhibit of this Agreement; (b) references in any Section to any clause are references to such clause of such Section; (c) references to an “Articlehereof,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreementhereto,” “hereby,” “hereof,herein” “herein,” and “hereunder,” and comparable words of similar import when used in this Agreement refer to all of this Agreement, including the ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, Agreement as a whole and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date provision of this Agreement; (hd) references to Avicanna, EI, or any other Person are also to its permitted successors and assigns; (e) references to an Applicable Law includes any amendment or modification to such Applicable Law and any rules or regulations issued thereunder, in each case, as in effect at the relevant time of reference thereto; (f) references to any Law are agreement, instrument or other document in this Agreement refer to it such agreement, instrument or other document as originally executed or, if subsequently amended, modifiedreplaced or supplemented from time to time, supplementedas so amended, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (replaced or supplemented and in effect at the case relevant time of a natural person, such Person’s heirs, estate, reference thereto; and personal representatives); (jg) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been deliveredmonetary amounts shall be denominated in US Dollars/US Currency, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not unless otherwise defined in this Agreement has the meaning given such term under GAAPexpressly stated otherwise.