Common use of 2Interpretation Clause in Contracts

2Interpretation. 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 those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun will include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) 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 otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (h) references to any Person include the Person’s respective successors and permitted assigns, (i) references to “dollars” or “$” will mean the lawful currency of the United States of America, (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, (k) if interest is to be computed under this Agreement, 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 terms that are not otherwise defined herein will have the meanings given under GAAP.

2Interpretation. In interpreting 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 those 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 terms words refer to the entirety all of this Agreement, including the Appendix or ​ ​ ​ Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular Articlearticle, Sectionsection, preamble, recital, or other subdivision of this Agreement Agreement, or Appendix appendix, exhibit, schedule, or Exhibit disclosure schedule to this Agreement, ; (ce) any pronoun will include the corresponding in masculine, feminine, and or neuter forms, form includes any other gender; (df) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, (e) references to any agreement (including this Agreement) or other document are to the such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time in after the future, date of this Agreement; (fh) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in as of the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision date of this Agreement, or and, unless the context requires otherwise, any reference to the “Appendix” or an “Exhibit” any statute will be deemed also to this Agreementrefer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, (h) references to any Person include the such Person’s respective successors and permitted assignsassigns (and in the case of a natural person, (i) references to “dollars” or “$” will mean the lawful currency of the United States of Americasuch 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) if interest is references to be computed under 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, 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 . Any financial or accounting terms term that are is not otherwise defined herein will have in this Agreement has the meanings meaning given such term under GAAP.

2Interpretation. In interpreting 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 those 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 terms words refer to the entirety all of this Agreement, including the Appendix or Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular Articlearticle, Sectionsection, preamble, recital, or other subdivision of this Agreement Agreement, or Appendix appendix, exhibit, schedule, or Exhibit disclosure schedule to this Agreement, ; (ce) any pronoun will include the corresponding in masculine, feminine, and or neuter forms, form includes any other gender; (df) any word in the singular form includes the plural and vice versa; (g) except for references in Sellers Disclosure Schedule, (e) references to any agreement (including this Agreement) or other document are to the such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time in after the future, date of this Agreement; (fh) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in as of the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision date of this Agreement, or and, unless the context requires otherwise, any reference to the “Appendix” or an “Exhibit” any statute will be deemed also to this Agreementrefer to all rules and regulations promulgated thereunder; (i) except for references in Sellers Disclosure Schedule, (h) references to any Person include the such Person’s respective successors and permitted assignsassigns (and in the case of a natural person, (i) references to “dollars” or “$” will mean the lawful currency of the United States of Americasuch 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) if interest is references to be computed under copies of documents that have been delivered, provided or made available to Parent means copies of those documents made available in the Data Room to Parent and its Representatives at least one day prior to the date of this Agreement, 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 . Any financial or accounting terms term that are is not otherwise defined herein will have in this Agreement has the meanings meaning given such term under GAAP.

2Interpretation. 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 those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun will shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) 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 otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (h) references to any Person include the Person’s respective successors and permitted assigns, (i) references to “dollars” or “$” will mean the lawful currency of the United States of America, (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, (k) if interest is to be computed under this Agreement, 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 terms that are not otherwise defined herein will have the meanings given under GAAP.

2Interpretation. In interpreting 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 those 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 terms words refer to the entirety all of this Agreement, including the Appendix or Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular Articlearticle, Sectionsection, preamble, recital, or other subdivision of this Agreement Agreement, or Appendix appendix, exhibit, schedule, or Exhibit disclosure schedule to this Agreement, ; (ce) any pronoun will include the corresponding in masculine, feminine, and or neuter forms, form includes any other gender; (df) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Disclosure Schedule, (e) references to any agreement (including this Agreement) or other document are to the such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time in after the future, date of this Agreement; (fh) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in as of the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision date of this Agreement, or 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 the “Appendix” or an “Exhibit” to this AgreementCompany Disclosure Schedule, (h) references to any Person include the such Person’s respective successors and permitted assignsassigns (and in the case of a natural person, (i) references to “dollars” or “$” will mean the lawful currency of the United States of Americasuch 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) if interest is references to be computed under 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, 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 . Any financial or accounting terms term that are is not otherwise defined herein will have in this Agreement has the meanings meaning given such term under GAAP.

2Interpretation. In interpreting 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 those words or words of similar importlike import; (h) “writing”, (b) the words “hereof,” “herein,” “hereunder,written” and comparable terms refer to the entirety printing, typing and other means of this Agreement, reproducing words (including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, electronic media) in a visible form; (c) any pronoun will include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (ei) references to any agreement Law will be deemed to refer to such Law as amended from time to time and to any rules or regulations promulgated thereunder; (including this Agreementj) or other document references to any Contract are to the agreement or document that Contract as amended, modified, supplemented, and restated now modified or supplemented from time to time in accordance with the future, (f) 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 otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision terms of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, Agreement and such Contract; (hk) references to any Person include the Person’s respective predecessors, successors and permitted assignsassigns of that Person; (l) references “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively; (im) references to “dollars” or and “$” mean U.S. dollars; (n) the word “extent” in the phrase “to the extent” will mean the lawful currency degree to which a subject or other theory extends and such phrase will not mean “if”; and (o) the Parties have participated jointly in the negotiation and drafting of this Agreement and, in the 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 United States authorship of America, (j) references to a “day” or number any provision of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days, (k) if interest is to be computed under this Agreement, 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 terms that are not otherwise defined herein will have the meanings given under GAAP.