Common use of 3Interpretation Clause in Contracts

3Interpretation. In this Agreement, unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders; (b) the words “include,” “includes,” “including,” or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, 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 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 “herein,” “hereof,” “hereby” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety, not to any particular article or section hereof and not to any particular provision hereof, except where the context otherwise requires; and (i) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, this Agreement, unless otherwise indicated.

3Interpretation. In When a reference is made in this AgreementAgreement 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 the context otherwise requires: (a) words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders; (b) indicated. Whenever the words “include,” “includes,” or “including,” or any variations thereofare used in this Agreement, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, 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 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 reference also towhole 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, all amendments 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 statute, regulation, policy, rule or instrument 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 statute, regulation, policy, rule agreement or instrument that ​ ​ may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so is referred to; (e) any reference to this Agreement or any other herein means such agreement, document instrument or instrument shall be construed statute 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, variedmodified or supplemented, replaced, amended and restated, supplemented or otherwise modified; including (f) in the event that any day on 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 amount act is to be determined done or any action 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 to be taken hereunder by law, if the last day of such period is not a Business Day, then such amount the period in question shall be determined or such action shall be required to be taken at or before the requisite time end on the next succeeding day that is a Business Day; (g) except where otherwise expressly provided. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, all amounts and in the event an ambiguity or question of intent or interpretation arises, this Agreement are stated and shall be paid in U.S. currency; (h) the words “herein,” “hereof,” “hereby” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety, not to as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any particular article or section hereof and not to party hereto by virtue of the authorship of any particular provision hereof, except where the context otherwise requires; and (i) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, of this Agreement, unless otherwise indicated.

3Interpretation. In this Agreement, unless (a) Unless the context otherwise requires: , when a reference is made in this Agreement to: (ai) words importing Schedules, such reference shall be to a Schedule to this Agreement; (ii) ”paragraphs”, such reference shall be deemed references to separate paragraphs of the singular section or subsection in which the reference occurs; (iii) any contract (including this Agreement) or law shall include be deemed references to such contract or law as amended, supplemented or modified from time to time in accordance with its terms and the plural and vice versaterms hereof, words importing gender shall include all genders or the neuteras applicable, and words importing in effect at any given time (and, in the neuter 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 include be deemed references to such Person’s successors ​ and permitted assigns; and (v) any law shall be deemed references to all genders;rules and regulations promulgated thereunder. (b) The headings contained in this Agreement 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,” or any variations thereofare used in this Agreement, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, 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 they shall be deemed to be followed by the words “without limitation.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a reference also to, all amendments made visible form. “Or” shall be deemed to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that ​ ​ may be passed which has used in the effect inclusive sense of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;“and/or.” (ed) any Any reference to “days” means calendar days unless business days are expressly specified. If any action under 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 done or taken hereunder on a day that is not a Business Daybusiness day, then such amount shall be determined or such action shall be required to be done or taken at or before the requisite time not on such day but on the next first succeeding business day that is a Business Day; (g) except where otherwise expressly provided, all amounts in thereafter. The phrases “the date of this Agreement are stated and shall be paid in U.S. currency; (h) the words “hereinAgreement,” “the date hereof,” “hereby” and “hereunder,” and words terms of similar import, shall be construed to refer to this Agreement in its entirety, not to any particular article or section hereof and not to any particular provision hereof, except where unless the context otherwise requires; and (i) all references herein to Articles, Sections, Appendices, Exhibits and Schedules shall be construed deemed to refer to Articles and Sections of, and Appendices, Exhibits and Schedules to, the date set forth in the first paragraph of this Agreement, unless otherwise indicated.