Common use of 3Interpretation Clause in Contracts

3Interpretation. When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement unless the context requires otherwise. The words “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or,” “any” and “either” are not exclusive. 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 mean simply “if.” All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and ​ references to all attachments thereto and instruments incorporated therein. All references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, (i) the date that is the reference date in calculating such period shall be excluded and (ii) unless otherwise required by law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The parties hereto 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 shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

3Interpretation. When (a) Unless the context otherwise requires, when a reference is made in this Agreement to an Article, a Section, Exhibit or Scheduleto: (i) Schedules, such reference shall be to a Section of, or an Exhibit or Schedule to this Agreement; (ii) ”paragraphs”, such reference shall be deemed references to separate paragraphs of the section or subsection in which the reference occurs; (iii) any contract (including this Agreement) or law shall be deemed references to such contract or law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any law, to any successor provisions thereof) so long as, in the case of any contract, such amendment, supplement and modification has been made available to Licensor or Licensee, as applicable; (iv) any Person, such reference shall be deemed references to such Person’s successors ​ and permitted assigns; and (v) any law shall be deemed references to all rules and regulations promulgated thereunder. (b) The headings contained in this Agreement unless otherwise indicated. are for reference purposes only and shall 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 shall be deemed to be followed by the words “without limitation.” The words “hereofWriting,” “hereinwritten” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. “hereunderOr” and words of similar import when shall be deemed to be used in the inclusive sense of “and/or.” (d) Any reference to “days” means calendar days unless business days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a business day, then such action shall refer be required to this Agreement as a whole and be done or taken not to any particular provision of this Agreement unless on such day but on the context requires otherwisefirst succeeding business day thereafter. The words phrases “date hereof” when used in this Agreement shall refer to the date of this Agreement. The terms “or,” “anythe date hereof” and “either” are not exclusive. The word “extent” in terms of similar import, unless the phrase “context otherwise requires, shall be deemed to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and ​ references to all attachments thereto and instruments incorporated therein. All references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, (i) the date that is the reference date in calculating such period shall be excluded and (ii) unless otherwise required by law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The parties hereto have participated jointly set forth in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision first paragraph of this Agreement.

3Interpretation. When a reference is made in In this Agreement to an ArticleAgreement, a Sectionunless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa, Exhibit words importing gender shall include all genders or Schedulethe neuter, such reference and words importing the neuter shall be to a Section of, or an Exhibit or Schedule to this Agreement unless otherwise indicated. Whenever include all genders; (b) the words “include,” “includes,” “including,” or “including” any variations thereof, when following any general term or statement, are used in this Agreementnot to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, they but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement; (c) references to any Person include such Person’s successors and permitted assigns; (d) any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be followed by a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that ​ ​ may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to; (e) any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified; (f) in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; (g) except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency; (h) the words “without limitation.herein,” The words “hereof,” “hereinhereby” and “hereunder,” and words of similar import when used in this Agreement import, shall be construed to refer to this Agreement as a whole in its entirety, not to any particular article or section hereof and not to any particular provision of this Agreement unless hereof, except where the context requires otherwise. The words “date hereof” when used in this Agreement otherwise requires; and (i) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to the date of this Agreement. The terms “or,” “any” Articles and “either” are not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extendsSections of, and such phrase shall not mean simply “if.” All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms Appendices, Exhibits and to the masculine as well as to the feminine and neuter genders of such term. Any agreementSchedules to, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and ​ references to all attachments thereto and instruments incorporated therein. All references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, (i) the date that is the reference date in calculating such period shall be excluded and (ii) unless otherwise required by law, if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. The parties hereto 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 shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreementindicated.