Common use of Interpretative Matters Clause in Contracts

Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” In addition, nothing in the Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, neuter and (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” In addition, nothing Nothing in the Seller Disclosure Schedules hereto shall be deemed adequate to disclose an exception to a representation representation, warranty or warranty covenant made herein unless the such Schedule identifies the exception with reasonable particularity and describes discloses the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation representation, warranty or warranty covenant made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party Party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party Party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party Party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

Interpretative Matters. Unless the context otherwise requires, (ai) all references to ArticlesSections, Sections Schedules or Schedules Exhibits are to ArticlesSections, Sections Schedules or Schedules Exhibits contained in or attached to this Agreement, ; (bii) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, words describing the singular number shall include the plural and vice versa; (ciii) words in the singular or plural include the singular and plural, and pronouns stated in denoting either the masculine, the feminine or neuter gender shall include both genders and words denoting natural Persons shall include all Persons and vice versa; (iv) the masculinewords “hereof,” “herein,” “hereby,” “herewith” and words of similar import shall, feminine unless otherwise stated, be construed to refer to this Agreement as a whole and neuter, not to any particular provision of this Agreement; (d) all references to “dollars” or “$” are to United States dollars and (ev) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”; (vi) the phrases “the date of this Agreement,” In addition“the date hereof,” “of even date herewith” and terms of similar import, nothing in the Schedules hereto shall be deemed adequate to disclose an exception refer to the date set forth in the preamble to this Agreement; and (vii) any reference in this Agreement to a representation date or warranty made herein time shall be deemed to be such date or time in the City of New York, New York, unless otherwise specified. The parties have participated jointly in the Schedule identifies negotiation and drafting of this Agreement. In the exception with reasonable particularity event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and describes the relevant facts in reasonable detail. Without limiting the generality no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the foregoing, authorship of any provision of this Agreement. The omission of any indemnification obligations of the mere listing (or inclusion of a copy) of a document or other item Purchasers in Section 9 shall not be deemed adequate to disclose an exception to constitute a representation waiver by the Company of any of its rights or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification remedies with respect thereto) shall not detract from to any breach by the Purchasers of their representations, warranties, covenants or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision)agreements hereunder.

Interpretative Matters. Unless the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, and (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “"include,” “" "includes” " or “"including” " are used in this Agreement they shall be deemed to be followed by the words “"without limitation.” " In addition, nothing in the Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).

Interpretative Matters. Unless In this Agreement, unless otherwise specified or where the context otherwise requires, requires (a) all references to Articles, Sections the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or Schedules are to Articles, Sections serve as a limitation or Schedules in expansion on the scope of any term or provision of this Agreement, ; (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, words importing any gender shall include other genders; (c) words in importing the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender only shall include the masculine, feminine plural and neuter, vice versa; (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”; (e) the words “hereof,” In addition“herein,” “hereunder” and “herewith” and words of similar import shall, nothing in unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (f) references to “Sections,” “Exhibits,” or “Schedules” shall be to Sections, Exhibits or Schedules of or to this Agreement; (g) references to any Person include the Schedules hereto successors and permitted assigns of such Person; (h) the use of the words “or,” “either” and “any” shall not be exclusive; (i) wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict; (j) references to “$” or “dollars” means the lawful currency of the United States of America; (k) all payments under this Agreement shall be, and all references to payment (whether or not so referenced) shall be deemed adequate to disclose an exception be, a reference to immediately available funds in dollars, (l) references to any law, regulation, rule, agreement, contract or schedule (including to Schedule A attached hereto), unless otherwise stated, are to such law, regulation, rule, agreement, contract or schedule as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof and (m) unless otherwise specified, any reference to “days” (and not to a representation type of days such as “trading days” or warranty made herein unless the Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto“Business Days”) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled be a reference to indemnification pursuant to a different provision)calendar days.

Interpretative Matters. Unless Where specific language is used to clarify by example a general statement contained herein (such as by using the context otherwise requires, (a) all references to Articles, Sections or Schedules are to Articles, Sections or Schedules in this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP, (c) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (d) all references to “dollars” or “$” are to United States dollars and (e) whenever the words “include,” “includes” or word “including” are ”), such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. Whenever required by the context, any pronoun used in this Agreement they shall be deemed to be followed by include the words corresponding masculine, feminine or neuter forms, the singular form of nouns, pronouns and verbs shall include the plural and vice versa, “without limitation.may not” In additionis prohibitive and not permissive, nothing and “or” is not exclusive. Nothing in any of the Schedules schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Schedule schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The parties hereto intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has hereto had breached any representation, warranty, or covenant contained herein (or is otherwise entitled to indemnification) in any respect, the fact that there exists another representation, warranty, or covenant (including any indemnification provision) relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached (or is not otherwise entitled to indemnification with respect thereto) shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant (or is otherwise entitled to indemnification pursuant to a different provision).