Common use of Additional Rules of Interpretation Clause in Contracts

Additional Rules of Interpretation. For purposes of this Agreement: (a) unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa; (b) the division of this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, Exhibits, Schedules and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; (c) unless something in the subject matter or context is inconsistent therewith, references herein to an “Article”, “Section”, “subsection”, “paragraph”, “clause”, “Recital”, “Exhibit” or “Schedule” are to the applicable article, section, subsection, paragraph, clause, recital, exhibit or schedule of this Agreement; (d) wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list; (e) the words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule or other portion of this Agreement; (f) unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to United States currency; (g) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto; (h) the term “ordinary course”, when used in relation to the conduct by the Vendor of the Purchased Business, or the conduct of business by any other Person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Purchased Business, consistent with past practice; (i) a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and (k) all accounting terms not otherwise defined in this Agreement shall have the meanings ascribed to them by GAAP.

Appears in 1 contract

Sources: Asset Purchase Agreement (Waste2Energy Holdings, Inc.)

Additional Rules of Interpretation. For purposes (1) Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to that statute, statutory provision or subordinate legislation as in force at the date of this AgreementAgreement and shall also be construed as referring to any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation. (2) Any reference to a statutory provision shall be construed as including references to all statutory instruments, orders, regulations or other subordinate legislation made pursuant to that statutory provision. (3) Unless the context otherwise requires: (a) unless the context requires otherwise, words in one gender include all genders and words in denoting the singular include the plural and vice versa; (b) the division of this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, Exhibits, Schedules and words denoting any gender include all other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreementgenders; (c) unless something in the subject matter or context any reference to “persons” is inconsistent therewithto be broadly interpreted and includes individuals, references herein to an “Article”bodies corporate, “Section”companies, “subsection”partnerships, “paragraph”unincorporated associations, “clause”firms, “Recital”trusts, “Exhibit” or “Schedule” are to the applicable article, section, subsection, paragraph, clause, recital, exhibit or schedule of this AgreementCompetent Authorities and all other legal entities; (d) all references to time are to London time; (e) wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list; (ef) the words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule clause or other portion of this Agreement; (f) unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to United States currencyit; (g) all references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;; and (h) the term “ordinary course”, when used in relation any reference to the conduct by the Vendor of the Purchased Business, or the conduct of business by any other Person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Purchased Business, consistent with past practice; (i) party is to a period of days shall be deemed party to begin on the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and (k) all accounting terms not otherwise defined in this Agreement shall have the meanings ascribed to them by GAAPand includes its successors and permitted assigns.

Appears in 1 contract

Sources: Agreement for the Purchase of Shares (Visteon Corp)

Additional Rules of Interpretation. For purposes of (1) In this Agreement:, unless the context requires otherwise, where reference is made to any right, obligation, property owned or registered, contract, or action taken by or of the Partnership, such right, obligation, property being owned or registered, contract of, or action being taken, shall be deemed to be, or deemed to have been, a right exercised, obligation owed, property owned or registered, contract entered, or action taken by the General Partner on behalf of the Partnership, as the case may be. (a2) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa; (b) the division of . The inclusion in this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, Exhibits, Schedules and other subdivisions, the inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and shall are not affect intended to be full or precise descriptions of the construction text to which they refer. Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or interpretation Exhibits are to Articles or Sections of this Agreement; (c) unless something in the subject matter , and Schedules or context is inconsistent therewith, references herein Exhibits to an “Article”, “Section”, “subsection”, “paragraph”, “clause”, “Recital”, “Exhibit” or “Schedule” are to the applicable article, section, subsection, paragraph, clause, recital, exhibit or schedule of this Agreement; (d) wherever . Wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list; (e) the . The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule Section or other portion of this Agreement; (f) unless it. Unless otherwise specifiedindicated, all dollar amounts references in this AgreementAgreement to any statute include the regulations thereunder, including in each case as amended, re-enacted, consolidated or replaced from time to time and in the symbol “$”case of any such amendment, refer re-enactment, consolidation or replacement, reference herein to United States currency; (g) a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto; (h) the term “ordinary course”, when used in relation . The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the conduct by effect that any ambiguities are to be resolved against the Vendor of the Purchased Business, or the conduct of business by any other Person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, drafting Party shall be employed in the case interpretation of the Purchased Business, consistent with past practice; (i) a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and (k) all accounting terms not otherwise defined in this Agreement shall have the meanings ascribed to them by GAAPor any amendments hereto.

Appears in 1 contract

Sources: Share and Unit Purchase Agreement (Viad Corp)

Additional Rules of Interpretation. For purposes of this Agreement: (a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa;. (b) the The division of this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, ExhibitsSubsections, Schedules and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer. (c) unless Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, “subsection”Subsection, paragraph, clause, “Recital”, “Exhibit” Schedule or “Schedule” Exhibit are to the applicable article, section, subsection, paragraph, clause, recital, exhibit Schedule or schedule Exhibit of this Agreement;. (d) wherever Wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list;. (e) the The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule section or other portion of this Agreement;it. (f) unless Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to United States Canadian currency;. (g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision. (h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto; (h) the term “ordinary course”, when used in relation to the conduct by the Vendor of the Purchased Business, or the conduct of business by any other Person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Purchased Business, consistent with past practice;. (i) a period of days shall be deemed to begin on Unless the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is context otherwise required by the terms hereof to be performed on a day which is not a Business Dayrequires, such act shall be valid if performed on the next succeeding Business Day; and (k) all accounting terms not otherwise defined references in this Agreement to a “person” are to be broadly interpreted and shall have the meanings ascribed to them by GAAP.include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate,

Appears in 1 contract

Sources: Acquisition Agreement (Team Inc)

Additional Rules of Interpretation. For purposes of this Agreement: (a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa;. (b) the The division of this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, Exhibits, Schedules Subsections and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer. (c) unless Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, “subsection”Subsection, “paragraph”, “clause”, “Recital”, “Exhibit” paragraph or “Schedule” clause are to the applicable article, section, subsectionSubsection, paragraph, clause, recital, exhibit paragraph or schedule clause of this Agreement;. (d) wherever Wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list;. (e) the The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule Section or other portion of this Agreement;it. (f) unless Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to United States Canadian currency;. (g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at the appropriate time. (h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto;. (hi) Unless the context otherwise requires, references in this Agreement to a “person” are to be broadly interpreted and shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity. (j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Purchased Business, or the conduct of business by any other Personperson, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Purchased Business, consistent with past practice; practice and, in the case of any other person (i) other than an individual), being such as a period person of days shall similar nature and size and engaged in a similar business might reasonably be deemed expected to begin on the first day after the event which began the period and carry out from time to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and. (k) all accounting terms not Unless otherwise defined in this Agreement shall herein, words or abbreviations which have the well-known trade meanings ascribed to them by GAAPare used herein with those meanings.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cascade Corp)

Additional Rules of Interpretation. For purposes of In this Agreement: (a) , unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa; (b) the division of . The inclusion in this Agreement into Articles, Sections, subsections, paragraphs, clauses, Recitals, Exhibits, Schedules and other subdivisions, the inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and shall are not affect intended to be full or precise descriptions of the construction text to which they refer. Unless the context requires otherwise, references in this Agreement to Articles, Sections, Schedules or interpretation Exhibits are to Articles or Sections of this Agreement; (c) unless something in the subject matter , and Schedules or context is inconsistent therewith, references herein Exhibits to an “Article”, “Section”, “subsection”, “paragraph”, “clause”, “Recital”, “Exhibit” or “Schedule” are to the applicable article, section, subsection, paragraph, clause, recital, exhibit or schedule of this Agreement; (d) wherever . Wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list; (e) the . The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Article, Section, subsection, paragraph, Recital, Exhibit, Schedule Section or other portion of this Agreement; (f) unless it. Unless otherwise specifiedindicated, all dollar amounts references in this AgreementAgreement to any statute include the regulations thereunder, including in each case as amended, re-enacted, consolidated or replaced from time to time and in the symbol “$”case of any such amendment, refer re-enactment, consolidation or replacement, reference herein to United States currency; (g) a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto; (h) the term “ordinary course”, when used in relation . The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the conduct by effect that any ambiguities are to be resolved against the Vendor of the Purchased Business, or the conduct of business by any other Person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, drafting Party shall be employed in the case interpretation of the Purchased Business, consistent with past practice; (i) a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period; (j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and (k) all accounting terms not otherwise defined in this Agreement shall have the meanings ascribed to them by GAAPor any amendments hereto.

Appears in 1 contract

Sources: Share Purchase Agreement (Viad Corp)