Scribd
Upload
9 views

Interpretation

Uploaded by

losangelesfoodprocessing
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
9 views

Interpretation

Uploaded by

losangelesfoodprocessing
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 2

“Governmental Authority” means: (a) any national, state, city, municipal, or local

government, or political subdivision thereof; (b) any agency or instrumentality of any


of the authorities referred to in (a) above; (c) any non-governmental regulatory or
administrative authority, body or other ................................., to the extent that the rules,
regulations, standards, requirements, procedures or orders of such authority, body or
other ................................. have the force of Law; or (d) any competent court or tribunal.
"Intellectual Property Rights" means all intellectual property rights wherever in the
world, whether registrable or unregistrable, registered or unregistered, including any
application or right of application for such rights (and these "intellectual property
rights" include copyright, and related rights, database rights, confidential information,
trade secrets, know-how, business names, trade names, trade-marks, service marks,
passing off rights, unfair competition rights, patents, petty patents, utility models,
rights in designs), etc.
“Term” means the term of this agreement as defined in Clause 5.1.

1.2 Interpretation
Unless the context of this Agreement otherwise requires:
(i) any term not defined in Clause 1.1, but defined elsewhere in the Agreement
shall have the same meaning throughout the Agreement;
(ii) any reference to any statute or statutory provision shall include:
(a) all subordinate legislation made from time to time under that provision
(whether or not amended, modified, re-enacted or consolidated);
(b) such provision as from time to time amended, modified, re-enacted or
consolidated (whether before or after the date of this Agreement) and (to
the extent liability there under may exist or can arise) shall include any
past statutory provision (as from time to time amended, modified, re-
enacted or consolidated), which the provision referred to has directly or
indirectly replaced;
(iii) reference to any Party under this Agreement shall also include its successors
and permitted assigns;
(iv) heading to Clauses and paragraphs are for information only, and shall not form
part of the operative provisions of this Agreement and be ignored in construing
the same;
(v) references to Clauses and schedules are to Clauses and schedules to this
Agreement. All of these form part of the operative provisions of this Agreement
and references to this Agreement shall, unless the context otherwise requires,
include references to the recital, Clauses and schedules;
(vi) unless the contrary is expressly stated, no Clause in this Agreement limits the
extent or application of another Clause;

Private and Confidential


3
(vii) any reference to books, files, records or other information or any of them
means books, files, records or other information or any of them in any form or
in whatever medium held including paper, electronically stored data, magnetic
media, film and microfilm;
(viii) “in writing” includes any communication made by letter or fax or e mail;
(ix) the words “include”, “including”, “inter alia” and “in particular” shall be
construed as being by way of illustration or emphasis only and shall not be
construed as, nor shall they take effect as, limiting the generality of any
preceding words;
(x) any reference to a document in agreed form is to a document in a form agreed
between the Parties hereto;
(xi) the words “directly or indirectly” mean directly or indirectly through one or
more intermediary persons or through contractual or other legal
arrangements, and “direct or indirect” shall have the correlative meanings;
(xii) the expression “this Clause” shall, unless followed by reference to a specific
provision, be deemed to refer to the whole Clause (not merely the sub-clause,
paragraph or other provision) in which the expression occurs;
(xiii) the terms ‘hereof’, ’herein’, ’hereby’, ’hereto’ and derivative or similar words,
unless followed by a reference to a specific provision of the Agreement refer to
this entire Agreement;
(xiv) references to the knowledge, information, belief or awareness of any person
shall be deemed to include the knowledge, information, belief or awareness of
such person after examining all information and making all due diligence
inquiries and investigations which would be expected or required from a
person of ordinary prudence; and
(xv) a reference to any agreement is a reference to that agreement and all
schedules, appendices and the like incorporated therein, as the same may be
amended, modified, supplemented, waived, varied, added to, substituted,
replaced, renewed or extended from time to time;
(xvi) all provisions of this Agreement shall be interpreted and construed in
accordance with their meanings, and not strictly for or against either Party,
regardless of which Party may have drafted this Agreement or a specific
provision;
(xvii) grammatical variations of defined words shall be construed in accordance with
the relevant definition(s);
(xviii) references to the singular number shall include references to the plural
number and vice versa; and
(xix) words denoting one gender shall include all genders.

Private and Confidential


4

You might also like