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transnational law transnational law (lex mercatoria or international business law) and "Intentions of the parties" 2016-03-01 13:58:16 https://www.trans-lex.org/img/logo_ball.png
Principle

No. IV.5.1 - Intentions of the parties

The construction of a contract has to determine the common intention of the parties or, if no such intention can be determined, the meaning that reasonable parties of the same kind as the parties would give to it in the same circumstances, taking into account, in particular, the nature and purpose of the contract, the conduct of the parties and the meaning commonly given to contract terms and expressions in the trade concerned.

Commentary
1 This principle results from the application of the overriding general Principle of good faith. Contract interpretation must not stop at the literal meaning of the terminology used by the parties in their contract, but must seek to determine their true intentions at the moment of contract conclusion, taking into account the circumstances of the case. This task involves ascertaining what a reasonable person would have understood the parties to have meant. The relevant reasonable person for that purpose is one who has all the background knowledge which would reasonably have been available to the parties in the situation in which they were at the time of the contract.

2 The standard of reasonableness and the presumption of professional competence of the parties must also be observed. The effect of the last two Principles mentioned is that in interpreting an international commercial contract, one must assume that the parties intended to establish a reasonable distribution of contractual rights and duties between them, aimed at achieving their common commercial objective.

3 The conduct of a party subsequent to the conclusion of the contract may also be taken into account since such conduct may reflect that party's own understanding of the meaning of certain contractual terms or terminology. Also, previous contracts of the same kind concluded between the parties may provide additional guidance.

Please cite as: "Commentary to Trans-Lex Principle , "
References
Arbitral Awards
Court Decisions
Doctrine
International Legislation
Model Laws
National Legislation
Principles / Restatements
Contract Clauses
1. Contractual Rules providing for Steps Ruling Interpretation
Employment Contract
Administrative Duties of the Company
The Company shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out the provisions of the Plan. The Company shall interpret the Plan; shall determine all questions arising in the administration, interpretation and application of the Plan; and shall construe any ambiguity, supply any omission, and reconcile any inconsistency in such manner and to such extent as the Company deems proper. Any interpretation or construction placed upon any term or provision of the Plan by the Company, any decisions and determinations of the Company arising under the Plan (...) shall be final, conclusive and binding upon all persons concerned (...)
1994
Effect of Fiduciary Action
The Plan shall be interpreted by the Committee and all Plan fiduciaries in accordance with the terms of the Plan and their intended meanings. However, the Committee and all Plan fiduciaries shall have the discretion (...) to interpret or construe ambiguous, unclear or implied (but omitted terms) in any fashion they deem to be appropriate in their sole judgment (...). The validity of any such (...) interpretation (...) shall not be given de novo review if challenged in court, by arbitration or any other form, and shall be upheld unless clearly arbitrary or capricious (...). If any Plan provision does not accurately reflect its intended meaning, as demonstrated by consistent interpretations or other evidence of intent, or as determined by the Committee in its sole and exclusive judgment, the provision shall be considered ambiguous and shall be interpreted by the Committee and all Plan fiduciaries in a fashion consistent with its intent, as determined by the Committee in its sole discretion (...)
2003
Sales & Purchase Contract
General Provisions
(...) The New Agreement consists of the following documents: (i) this letter agreement; (ii) the document entitled "Computation of X Allowance Transfers," which is attached hereto as Exhibit A and made a part of the New Agreement; (iii) the document entitled "Changes in Environmental-Related Requirements," which is attached hereto as Exhibit B and made a part of the New Agreement; and (iv) the document entitled "Terms and Conditions of Coal Purchase" (...) (hereinafter referred to as "Additional Terms"), which is attached hereto as Exhibit C and made a part of the New Agreement. All references to "the Agreement" in the Additional Terms shall be deemed to refer to the New Agreement. In the event of any conflict between the terms of this letter agreement and the Additional Terms, the terms of this letter agreement shall control and take precedence over the Additional Terms.
2003
Conflicts in Interpretation
The following order of precedence shall be followed in resolving any inconsistencies between the terms of this Agreement and the terms of any Schedules, Exhibits, Local Agreements, Addenda and other documents attached hereto: (a) first, the terms contained in the body of this Agreement; (b) second, the terms of the Schedules, Exhibits, Addenda and other documents to this Agreement, provided that no order of precedence shall be applied among such Schedules, Exhibits, Addenda and other documents; and (c) third, any Local Agreements as to the applicable Local Agreement Territory.
2006
Rules of Construction
The words "hereof," "herein" and "hereunder" and other words of similar import refer to this Agreement in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Sections and Exhibits shall be deemed references to and Sections of, and Exhibits to, this Agreement unless the context shall otherwise require. The word "including," when used herein is not intended to be exclusive and means "including, but not limited to." The headings used in this Agreement are inserted for convenience of reference only and do not constitute a part of and will not be utilized in interpreting this Agreement. Except where the context so requires, any reference to a singular noun shall include its plural, the use of the word "all" shall be construed as "any and all," the word "any" shall be construed as "any and all," and the word "each" shall be construed as "all and each." This Agreement has been negotiated by the parties and their respective counsel and will be fairly interpreted in accordance with its terms and conditions pursuant to the governing Law selected by the parties pursuant to Section X without application of any rules of construction relating to which party drafted this Agreement in favor of, or against, either party. Unless otherwise expressly provided herein or unless the context shall otherwise require, any references as of any time to any agreement (including this Agreement) or other contract, instrument or document or to any statute or regulation or any specific section or other provision thereof are to it as amended and supplemented through such time (and, in the case of a statute or regulation or specific section or other provision thereof, to any successor of such statute, regulation, section or other provision). Any reference in this Agreement to a "day" or number of "days" (without the explicit qualification of "Business Day") shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day. Unless otherwise expressly provided herein or unless the context shall otherwise require, any provision of this Agreement using a defined term (by way of example and without limitation, such as "Affiliate") which is based on a specified characteristic, qualification, feature or status shall, as of any time, refer only to such persons or entities who have the specified characteristic, qualification, feature or status as of that particular time. This contract is written in English and, if it is translated into any other language, the English-language version controls.
2009
Characterization
It is the intention of the parties hereto that each purchase hereunder will constitute and be treated for financial accounting purposes as an absolute and irrevocable sale, which purchase will provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest (...) If the conveyance by Seller to the Administrative Agent of interests in Receivables hereunder will be characterized as a secured loan and not a sale, it is the intention of the parties hereto that this Agreement will constitute a security agreement under applicable law.
2009
Miscellaneous
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument (...) The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
2009
Definitions
Capitalized terms used and not defined in this Agreement shall have the meanings set forth in the Credit Agreement. As used in this Agreement, the following terms shall have the meanings set forth below (...)
2009
German Terms
Wherever this Agreement includes English terms after which either in the same provision or elsewhere in this Agreement German terms have been inserted in brackets and/or italics, the respective German terms alone and not the English terms shall be authoritative for the interpretation of the respective provisions.
2010
Inconsistencies
In the event of any inconsistency between the terms of this Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit, in each such case the terms of this Agreement will prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause X, the term Agreement will not include the Specification or any other Exhibit hereto.
2011
Interpretation of Agreement
(a) Each party hereto acknowledges that it has participated in the drafting of this Agreement, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in connection with the construction or interpretation of this Agreement. (b) Whenever required by the context hereof, the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; and the neuter gender shall include the masculine and feminine genders. (c) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words "without limitation." (d) The words "hereof," "herein," "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular Section or subsection of this Agreement, and references herein to "Sections" are intended to refer to Sections of this Agreement.
2012
Services Contract

Any inconsistencies in this Contract shall be resolved in accordance with the following descending order of precedence: (1) Face of the Purchaser Order and/or Task Order, release document, or schedule (including any continuation sheets), as applicable, including any spezial terms and conditions; (2) this Corpdoc; and (3) the Statement of Work - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.10 - S. 294).
Construction & O&M Contract
Contract Documents
(...) If the Contractor finds and notifies the Purchaser of any conflict, inconsistency or ambiguity among any of the documents comprising or relating to the Contract or among any of the requirements or provisions thereof, the Purchaser shall determine in writing the proper resolution of such conflict, inconsistency or ambiguity, and both parties shall be bound by that determination. If the Contractor resolves any such conflict, inconsistency or ambiguity without the Purchaser's written determination, the Contractor proceeds at its own risk and expense, and the Purchaser shall be free thereafter to resolve the conflict, inconsistency or ambiguity differently from the Contractor without making an equitable adjustment in the price of the Contract and without incurring any liability to the Contractor because of the Contractor's having proceeded in accordance with its own interpretation.
1997
Loan Contract
Definitions
(...) the word "shall" is mandatory, the word "may" is permissive, the word "or" is not exclusive, the words "includes" and "including" are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings (...)
2011
Bankruptcy Agreement
Joint Drafting and Negotiation
This Agreement has been jointly negotiated and drafted. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against either of the parties.
2005
Rules of Interpretation
For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) unless otherwise provided in the Plan, any reference in the Plan to a contract, instrument, release or other agreement or document being in a particular form or on particular terms and conditions means that such document will be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or exhibit Filed or to be Filed means such document or exhibit, as it may have been or may be amended, modified or supplemented pursuant to the Plan or Confirmation Order; (d) any reference to an Entity as a Holder of a Claim or Equity Interest includes that Entity's successors, assigns and affiliates; (e) all references in the Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to the Plan; (f) the words "herein," "hereunder" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) subject to the provisions of any contract, certificates of incorporation, by-laws, similar constituent documents, instrument, release or other agreement or document entered into or delivered in connection with the Plan, the rights and obligations arising under the Plan will be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and the Bankruptcy Rules; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code will apply.
2006
Merger Agreement
Interpretation
When a reference is made in this Agreement to Articles, Sections or Exhibits, such reference shall be to an Article or Section of, or an Exhibit to this Agreement unless otherwise indicated. 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.
2013
Novation Agreement
Interpretation
In this Agreement, the following expressions shall have the following meanings: "Effective Date" means {Day}, {Month}, {Year}. "Novated Agreement" means the Original Agreement as novated and amended by this Agreement. Terms defined in the Original Agreement shall have the same meaning when used in this Agreement unless otherwise defined herein.
2003
Joint Venture
Effectiveness of this Contract and Miscellaneous
To the extent that there are any inconsistencies between this Contract and the articles of association of the Joint Venture, the provisions of this Contract shall prevail.
2006
Recitals
Whenever phrases such as “the Party will not permit its Relatives to,” “the Parties shall cause their respective Relatives to” or other similar language requiring that a Party direct the actions of its Relatives, other than the U.S. Joint Venture Company, are used herein it shall be deemed to mean that such Party has caused or prohibited or will cause or prohibit such action by exercising its rights as a majority or sole shareholder of the Relative to call a meeting or request an action of the board of directors or other governing body of the Relative in order to cause or prohibit such Relative’s action.
2007
Certain Interpretative Matters
Unless the context requires otherwise, (i) all references to Sections, Articles, Appendices or Schedules are to Sections, Articles, Appendices or Schedules of or to this Agreement, (ii) each of the Schedules will apply only to the corresponding Section or subsection of this Agreement, (iii) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with GAAP, except as modified by the definition of “Modified GAAP,” (iv) words in the singular include the plural and vice versa, (v) the term “including” means “including without limitation,” and (vi) the terms “herein,” “hereof,” “hereunder” and words of similar import shall mean references to this Agreement as a whole and not to any individual section or portion hereof. All references to “$” or dollar amounts will be to lawful currency of the United States of America. All references to “$” or dollar amounts, or “%” or percent or percentages, shall be to precise amounts and not rounded up or down. All references to “day” or “days” will mean calendar days.
2007
Lease Contract

In this lease (...) the words "include" and "including" are deemed to be followed by the words "without limitation", and general words introduced by the word "other" do not have a restrictive meaning by reason of being preceded by words indicating a particular class of acts, things or matters (...) the headings are for ease of reference only and are not to be taken into account in the construction or interpretation of any covenant, condition or provision to which they refer. 
Interpretation
The following rules of interpretation shall apply to the provisions of this Lease: (a)  the Particulars form part of this Lease and the terms defined in the Particulars shall where used in this Lease have the same meaning as is given to them in the Particulars; (b)  the terms defined in parts of this Lease shall have the same meaning where used in other parts of this Lease (...)
2009

In this lease (...) words importing the masculine gender only shall include the feminine and neuter genders and words denoting natural persons shall include companies and corporations and vice versa.
2010
Definitions and Interpretation
Unless expressly required to have other interpretation by the context, the following terms used herein shall have the following meanings (...)
2010

In this Agreement, unless the context requires otherwise, any reference to: (a) a Clause or a Schedule is to a clause or a schedule to this Agreement and headings to the clauses and schedules of this Agreement do not affect its interpretation and are for guidance only; (b) an enactment includes any consolidation, re-enactment or modification of the same and any subordinate legislation in force under the same; (c) an indemnity given by the Tenant or the Guarantor is an indemnity given on a full indemnity basis against all losses, costs and expenses incurred by the Landlord and/or all demands, actions, proceedings and claims made against the Landlord; (d) the Landlord includes any superior landlord.
2010
Economic Development Agreement
Conflict

If there is any conflict between this Agreement and the Master Agreement, the terms of this Agreement shall control. 


2007
2. Contractual Clause Clarifying Intention of the Parties
Employment Contract

In this lease (...) words importing the singular number only shall include the plural and where there are two or more persons included in the expressions Landlord or Tenant covenants expressed to be made by the Landlord or the Tenant shall be deemed to be made by such persons jointly and severally.
2010
Sales & Purchase Contract
Purchase Orders
Those purchase orders from Distributor sent to Company shall be binding on Company only if accepted and acknowledged in writing by Company. If Company does not respond to the proffered purchase order within an additional {X} business days, the purchase order shall be deemed to have been rejected. Any terms contained in any of Distributor's purchase orders or other documentation which conflict with or are inconsistent with the terms of this Agreement shall not apply to any sale of Licensed Products - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.05 - S. 62).
Miscellaneous Provisions
Unless some other meaning or intent is apparent from the context, the plural shall include the singular and vice versa, and masculine, feminine and neuter words shall be used interchangeably (...) Section headings have been included solely for convenience and shall not be considered a part of this Agreement for any purpose relating to the interpretation or construction of its terms.
1995
Conflict of Terms
In the case of conflict between the terms of any Confirmation and the terms of this Contract, the terms of the Confirmation shall control.
2000
Purpose and Procedures
(...) This Contract consists of the provisions set forth herein and, with respect to a particular transaction, the provisions contained in the Confirmation(s). More than one Confirmation may be in effect at the same time. As used herein, the term "Buyer" refers to the Party purchasing and receiving Gas and the term "Seller" refers to the Party selling and delivering Gas.
2002
Other Provisions
The headings to paragraphs of this letter agreement and to sections of the Additional Terms are for convenience only and shall not be considered in determining the intent of the Parties (...)
2003
Sale of Future Receivables
Merchant and the Company agree that the Purchase Price paid by the Company in exchange for the Specfied Amount of Future Receivables is a purchase of the Specified Amount of Future Receivables and is not intended to be, nor shall it be construed as, a loan from the Company to Merchant.
2004
Miscellaneous
Nothing herein shall be construed to make any party hereto an employee of any other or to establish any fiduciary relationship among the Issuer, the Company and the Underwriter (...)
2005
Headings & Counterparts
The subject headings of the Sections and Subsections of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions (...) This Agreement maybe executed simultaneously in one or more counter parts, each of which together shall constitute one and the same instruments.
2006
Miscellaneous
(...) Should any discrepancy between this Contract and the Appendix 1 (standards details), this Contract shall prevail (...)
2007
Other Terms and Conditions
To the extent that they are not in conflict with the above terms, all other terms shall be as per X's General Provisions dated {Month} {Year} and are hereby incorporated by reference. All the Sections in the General Provisions shall apply except insofar as any such Section is inconsistent with any of the specific terms herein. For the avoidance of doubt, any repetition herein of any Section or part of such Section of the General Provisions shall be for emphasis only and shall not by reason of such repetition exclude any other part of such Section or any other Section, or any part thereof, of the General Provisions.
2008
Construction
This Agreement is the result of negotiation between the Parties and their respective counsel. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of either Party (...)
2009
Other Interpretive Provisions
The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement refer to this Agreement as a whole (including the Sellers' Disclosure Schedule) and not to any particular provision of this Agreement, and all Article, Section, Sections of the Sellers' Disclosure Schedule and Exhibit references are to this Agreement unless otherwise specified. The words "include", "includes" and "including" are deemed to be followed by the phrase "without limitation." The meanings given to terms defined herein are equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Except as otherwise expressly provided herein, all references to "Dollars" or "$" are deemed references to lawful money of the United States. Unless otherwise specified, references to any statute, listing rule, rule, standard, regulation or other Law (a) include a reference to the corresponding rules and regulations and (b) include a reference to each of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to time, and to any section of any statute, listing rule, rule, standard, regulation or other Law, including any successor to such section. Where this Agreement states that a Party "shall" or "will" perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.
2009
Interpretation
The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement. Except as set forth otherwise, references to „Section“ refer to the corresponding Section of, and references to „Exhibit“ to the corresponding Exhibit to this Agreement. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require. The word „including“ shall not limit the meaning of the preceding words or terms. Where this Agreement provides that a Party shall cause, procure or ensure a certain action or situation, such Party shall be strictly liable, without regard to negligence or [other fault], for any losses of the other Party resulting from the fact that such action or situation is not brought about (verschuldensunabhängige Erfolgshaftung). Wherever this Agreement refers to a contract or other agreement, such reference shall apply to and include all ancillary agreements, arrangements, amendments, side letters, waivers and other legally binding statements, if any, related thereto.
2010
References; Construction
Unless otherwise indicated herein, with respect to any reference made in this Agreement to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (...) Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words "but (is/are) not limited to." The word "or" shall not be limiting or exclusive (...) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day (...)
2012
References; Construction
(i) Unless otherwise indicated herein, with respect to any reference made in this Agreement to a Section (or Article, Subsection, Paragraph, Subparagraph or Clause), Appendix, Exhibit or Schedule, such reference shall be to a section (or article, subsection, paragraph, subparagraph or clause) of, or an appendix, exhibit or schedule to, this Agreement. (ii) The table of contents and any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (iii) Unless otherwise provided herein, any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of this Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then applicable rules or regulations promulgated thereunder. (iv) Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed, unless the context clearly indicates to be contrary, to be followed by the words "but (is/are) not limited to." The word "or" shall not be limiting or exclusive. (v) References to "US Dollars," "US$" are to U.S. Dollars. The words "herein," "hereof," "hereunder" and words of like import shall refer to this Agreement as a whole (including its Appendices, Exhibits and Schedules), unless the context clearly indicates to the contrary (for example, that a particular section, schedule or exhibit is the intended reference). (vi) All references in this Agreement to per-share amounts shall be adjusted to give effect to any stock dividends, stock splits, reverse stock splits, stock combinations and similar transactions. (vii) Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. References to days are to calendar days; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. (viii) Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated. (ix) If between the date of this Agreement and the earlier to occur of an IPO Repurchase Closing or the completion of an IPO Sale, there shall occur any reclassification, share split, reverse share split or share combination, exchange, readjustment or share dividend, in each case affecting the number of IPO Shares (any of the foregoing, an "Adjustment"), then the references in this agreement to numbers of Shares, IPO Shares, Equity Interests, per share prices and all calculations provided for in this Agreement based thereon shall be adjusted if and to the extent necessary to provide to the parties the same economic effect of this Agreement had such Adjustment not occurred.
2012
Proposed Sale of Post Business
(...) Terms used but not defined herein shall have the meanings typically ascribed to them in customary purchase agreements regarding transactions of this type.
2013
Interpretation; Construction
The headings contained in this Letter Agreement and in any Exhibit or Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Letter Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Letter Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Letter Agreement. When a reference is made in this Letter Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Letter Agreement unless otherwise indicated. The parties have participated jointly in the negotiation and drafting of this Letter Agreement. Any ambiguities with respect to any provision of this Letter Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Letter Agreement. The terms Include​ and Including​ will be deemed to be followed by the words without limitation​.
2013
Interpretation
The parties acknowledge and agree that this Agreement has been negotiated at arm's length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.
2013
Construction
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.
2013
Services Contract
Interpretation
The parties have negotiated this Agreement with opportunity to consult their respective attorneys. Accordingly, the language of this Agreement shall not be construed for or against any party. This Agreement shall not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealings between the parties not expressly made a part of this Agreement. Any capitalized term not defined herein shall have the same meaning as defined in the Distribution Agreement.
2005
Interpretation and Construction
Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole. The words "hereof", "herein", "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding". Sections and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified. As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates.
2010
Non-Disclosure Agreement

Nothing contained in this Agreement or in any discussions undertaken or made pursuant hereto shall (...) be interpreted or relied upon by either Party as a commitment or intent to purchase or sell any products or services or to engage in any business relationship, contract or future dealing with the other Party (...) be construed as granting or conferring any rights by license or otherwise in any Information provided by the disclosing Party to the recipient of the Information.
Loan Contract
Interpretive Provisions
References in this Bridge Note Agreement and each of the other Transaction Documents to any document, instrument or agreement (a) includes all exhibits, schedules and other attachments thereto, (b) includes all documents, instruments or agreements issued or executed in replacement thereof, and (c) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Bridge Note or any other Transaction Document refer to this Bridge Note or such other Transaction Document, as the case may be, as a whole and not to any particular provision of this Bridge Note or such other Transaction Document, as the case may be. References in this Bridge Note to "Sections" or "Schedules" are to sections or schedules herein or hereto unless otherwise indicated. The words "include" and "including" and words of similar import when used in this Agreement shall not be construed to be limiting or exclusive. The word "or" when used in this Bridge Note shall mean either as well as both. Headings in this Bridge Note are for convenience of reference only and are not part of the substance hereof. All terms defined in this Bridge Note in the singular form shall have comparable meanings when used in the plural form and vice versa.
2002
Terms Generally
The definitions in Section X shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require (...)
2008
Terms Generally
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference in any definition to the phrase "at any time" or "for any period" shall refer to the same time or period for all calculations or determinations within such definition, and (f) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
2012
Definitions
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Florida Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement (...)
2012
Arbitration Agreement
No Right to Continued Employment
This Agreement does not constitute a contract of employment, does not change the status of the Executive's employment and does not change the Company's policies regarding termination of employment. Nothing in this Agreement shall be deemed to give Executive the right to be retained in the service of the Company or to deny the Company any right it may have to discharge or demote Executive at any time (...) no provision of this Agreement shall in any way limit, restrict or prohibit Executive's right to terminate employment with the Company or leave his/her position as a senior executive.
2004
Bankruptcy Agreement
No Admission
This Agreement is intended to compromise disputed claims and defenses, and nothing herein shall constitute or evidence the existence of any event, fact or thing, except as expressly agreed herein as of the Effective Date.
2005
Rules of Interpretation
For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (b) any reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in the Plan to an existing document or exhibit Filed, or to be Filed, shall mean such document or exhibit, as it may have been or may be amended, modified, supplemented or restated; (d) unless otherwise specified, all references in the Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to the Plan; (e) the words hereof​, herein​, hereto​, hereunder​ and comparable terms refer to the Plan in its entirety rather than to a particular portion of the Plan; (f) the words include​, includes​ and including​ shall not be limiting and shall be deemed to be followed by without limitation​ whether or not they are, in fact, followed by such words or words of like import; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan; (h) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (i) any capitalized term used in the Plan that is not defined herein but that is defined in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (j) in the event of any inconsistency between the terms of the Plan and the terms of the Disclosure Statement, the terms of the Plan shall control and (k) in the event of any inconsistency between the terms of the Plan and the terms of the Liquidating Trust Agreement, the terms of the Plan shall control.
2011
Defined Terms
When used in capitalized form in the Plan, the following terms shall have the respective meanings assigned to such terms below (...)
2011
Conflicts
To the extent any provision of the Disclosure Statement or any instrument, document or agreement executed in connection with the Plan or the Confirmation Order (or any exhibits, schedules, appendices, supplements or amendments to the foregoing) conflicts with or is in any way inconsistent with the terms of the Plan, the terms and provisions of the Plan shall govern and control.
2011
Asset Transfer Agreement
Definitions and Interpretations
(...) All headings used herein are for reference purposes only and do not affect the meaning or interpretation of any provision hereof (...) Any reference herein to an Article or Appendix is to an article or appendix of this Agreement (...) Unless otherwise indicated, a reference herein to a day, month or year is to a calendar day, month or year.
2009
Merger Agreement
Interpretation
When a reference is made in this Agreement to an Article, a Section or Exhibit, such reference shall be to an Article or a Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents, headings and index of defined terms contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 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 word "will" shall be construed to have the same meaning and effect of the word "shall." 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. 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." The word "or" when used in this Agreement is not exclusive. When used in this Agreement, "dollars" and "$" shall refer to U.S. dollars (...)
2013
Joint Venture
Certain Interpretative Matters
Unless the context requires otherwise, (1) all references to Sections, Articles or the Appendix are to Sections, Articles or the Appendix of or to this Agreement, (2) words in the singular include the plural and visa versa, (3) the term "including" means "including without limitation," and (4) the terms "herein," "hereof," "hereunder" and words of similar import shall mean references to this Agreement as a whole and not to any individual section or portion hereof. All references to "$" or dollar amounts will be to lawful currency of the United States of America. All references to "$" or dollar amounts shall be to precise amounts and not rounded up or down. All references to "day" or "days" will mean calendar days.
2005
Headings; Interpretation
Article and section headings contained in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement or have any legal effect. All provisions of this Agreement shall be construed to further the interests and business of the Company (...)
2007
Recitals
Whenever phrases such as “the Party will not permit its Relatives to,” “the Parties shall cause their respective Relatives to” or other similar language requiring that a Party direct the actions of its Relatives, other than the U.S. Joint Venture Company, are used herein it shall be deemed to mean that such Party has caused or prohibited or will cause or prohibit such action by exercising its rights as a majority or sole shareholder of the Relative to call a meeting or request an action of the board of directors or other governing body of the Relative in order to cause or prohibit such Relative’s action.
2007
Recitals
Capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in Appendix A to this Agreement. Capitalized terms followed by phrases such as “under any Applicable Joint Venture Agreement” or “pursuant to any Applicable Joint Venture Agreement” shall have the respective meanings ascribed to such terms under the appropriate Applicable Joint Venture Agreement. Capitalized terms with “U.S.” added at the beginning are references to such capitalized terms under the X Agreement. Capitalized terms with “Singapore” added at the beginning are references to such capitalized terms under the Z Agreement. All references to “Board of Managers” of an Applicable Joint Venture shall mean, as appropriate, the board of managers, board of directors or similar governing body thereof, and all references to “Members” of an Applicable Joint Venture shall mean the members, partners, stockholders or similar equity owners thereof.
2007
A project of CENTRAL, University of Cologne.