Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply: (i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement; (ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein; (iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa; (iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires; (vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; (vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof; (viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties. (ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and (x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. (b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Caissa Sega Tourism Culture Development Group Co., Ltd.), Share Purchase Agreement (JD.com, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Annex or Schedule, such reference is to an Article or Section of, or a an Annex or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference capitalized terms used in any Annex or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versaAgreement;
(ivc) the word table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(d) whenever the words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(g) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(h) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(i) references to a person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) references to monetary amounts are to the lawful currency of the United States;
(l) words importing the singular include the plural and vice versa and words importing gender include all genders; and
(m) time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant shall, unless expressly indicated otherwise, be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to this Agreement, the date that is next Business Day following if the reference date in calculating such last day of the period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Medimmune Inc /De), Merger Agreement (Astrazeneca PLC)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in which such words appear unless the context otherwise requirescase of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(vi) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(vii) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement references to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.a person are also to its successors and permitted assigns;
(ix) any agreement, instrument or statute defined or referred the use of “or” is not intended to herein or in any agreement, instrument or statute that be exclusive unless expressly indicated otherwise;
(x) references to monetary amounts are to the lawful currency of the United States;
(xi) words importing the singular include the plural and vice versa and words importing gender include all genders;
(xii) time is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (of the essence in the case performance of statutes) by succession of comparable successor statutesthe parties’ respective obligations; and
(xxiii) whenever time periods within or following which any action must payment is to be taken hereunder made or act is to be done shall be calculated by excluding the day on or which the period commences and including the day on which the period ends and by a extending the period to the next Business Day following if the last day that of the period is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In The inclusion of any information in the event Company Disclosure Schedule or the Parent Disclosure Schedule will not be deemed an ambiguity admission or question acknowledgment, in and of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party itself and solely by virtue of the authorship inclusion of such information in such Disclosure Schedule, that such information is required to be listed therein or that any provision such items are material to the Company and its Subsidiaries or to Parent and Merger Sub, as the case may be. The headings, if any, of the individual sections of each such Disclosure Schedule are inserted for convenience only and will not be deemed to constitute a part thereof or a part of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (PRA International), Merger Agreement (PRA International)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or”;
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” and similar in nature and magnitude to actions customarily taken without any authorization by the board of directors in the course of normal day-to-day operations whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be made (x) deemed to be such date or time in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the City of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate New York, New York, U.S.A., unless otherwise agreed by the Parties.specified;
(ixl) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document made or delivered pursuant hereto, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesunless otherwise defined therein; and
(xm) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Steadfast Apartment REIT, Inc.), Merger Agreement (Steadfast Income REIT, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents, titles and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before whichsuch terms;
(g) references to a Person are also to its successors and permitted assigns;
(h) references to dollars or $ shall, within which unless otherwise stated herein, are to the legal currency of the United States;
(i) whenever the phrase “transactions contemplated hereby” or following which any act “transactions contemplated by this Agreement” is to be done or step taken pursuant to used in this Agreement, the date that is the reference date in calculating such period it shall be excludeddeemed to include the purchase of the Shares and the Restructuring;
(viij) whenever the term words “non-assessable,day” when or “days” are used with respect in this Agreement, they are deemed to any shares, means that no further sums are required refer to calendar days unless expressly stated to be paid by the holders thereof in connection with the issue thereofBusiness Days;
(viiik) except as otherwise provided herein, any reference references to “in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statuteswriting” include electronic transmissions and communications; and
(xl) whenever if there is a need to convert U.S. dollars into any action must non-U.S. currency, or vice versa, the exchange rate shall be taken hereunder that published by the Wall Street Journal three (3) Business Days before the date on which the obligation is paid (or by a day that if the Wall Street Journal is not a Business Daypublished on such date, then the first date thereafter on which the Wall Street Journal is published), except as otherwise required by applicable Law and the Section 102 Ruling, if obtained (in which case, the exchange rate shall be determined in accordance with such action may be validly taken on or by Law and the next day that is a Business DaySection 102 Ruling, if obtained).
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CAESARS ENTERTAINMENT Corp), Stock Purchase Agreement (Caesars Acquisition Co)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference Schedule is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) the term “or” is not exclusive;
(vi) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vivii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(viiviii) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the provisions of Section 9.6;
(ix) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if”;
(x) references to “day” mean a calendar day unless otherwise indicated as a “Business Day”;
(xi) if any payment hereunder would have been, but for this Section 1.2(a)(xi), due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date;
(xii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viiixiii) except as otherwise provided herein, any reference in this Agreement to payment of RMB share number or share price calculation shall be made (x) in offshore RMB funds raised from legitimate sources appropriately adjusted to take into account any share split, share dividends, share consolidation, share combination, recapitalization, bonus issue or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutessimilar event; and
(xxiv) whenever references to any action must be taken hereunder on agreement, Contract or by a day document are references to that is not a Business Dayagreement, then such action Contract or document as may be validly taken on amended, restated, consolidated, supplemented, novated, replaced or by the next day that is a Business Dayotherwise modified from time to time.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise; and
(ix) any agreementreferences to sums of money are expressed in lawful currency of the US of America, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayUS dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule or question in this Agreement or the Ancillary Agreements, the information and disclosures contained in any Section of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue Article III of the authorship Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of Article III of the Disclosure Schedule as though fully set forth in such other section to the extent the relevance of such information to such other Section is reasonably apparent. For the avoidance of doubt where a Section of the Disclosure Schedule is in the form of a list, such list shall not be deemed disclosure of any provision matters set forth in the documents set forth in such list, unless such matters are specifically referred to in such Section. No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Dow Chemical Co /De/), Stock Purchase Agreement (Rohm & Haas Co)
Interpretation and Rules of Construction. This Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. In construing this Agreement:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and examples shall not be construed to limit any general statement that it follows to limit, expressly or by implication, the specific or similar items or matters immediately following itmatter they illustrate;
(vb) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions and the words such as “hereof,” “hereby,” “herein,” “hereinafter,” “hereofhereunder” and “hereunder” similar terms in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision any particular section or article in which such words appear and unless the context otherwise requiresspecified, any reference to Applicable Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;
(vic) when calculating the period of time before which, within which or following which any act is to word “or” shall not be done or step taken pursuant exclusive;
(d) a defined term has its defined meaning throughout this Agreement and in each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the date that place where it is the reference date in calculating such period shall be excludeddefined;
(viie) the term “non-assessable,” when used with respect any reference to any sharesfederal, means that no further sums are required state, local or foreign law shall be deemed also to be paid by refer to all rules and regulations promulgated thereunder, unless the holders thereof in connection with the issue thereofcontext requires otherwise;
(viiif) except as otherwise provided hereinall article, any reference section, paragraph, schedules and exhibit references used in this Agreement are to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate articles, sections, paragraphs, schedules and exhibits to this Agreement unless otherwise agreed by the Parties.specified;
(ixg) any agreement, instrument or statute defined or referred each Exhibit and Schedule to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that this Agreement is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision part of this Agreement., but, in the event of any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Wisconsin Public Service Corp), Purchase and Sale Agreement (Wisconsin Public Service Corp)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall apply:
extent otherwise provided or the context otherwise requires: (i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ; (ii) the table of contents and Schedules hereto or referred to herein are hereby incorporated in and made a part headings of this Agreement as if set forth are for reference purposes only and do not affect in full herein;
any way the meaning or interpretation of this Agreement; (iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
“without limitation”; (iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement; (v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein; (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (vii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; (viii) the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning; (ix) a reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced prior to the date hereof; (x) references to a subdivision in which Person are also to its successors and permitted assigns; (xi) a reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such words appear legislation; (xii) a reference to a number of days, such number shall refer to calendar days unless the context otherwise requires;
Business Days are specified; (vixiii) when calculating the period of time before which, within which or following which which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
excluded (viiif the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day); (xiv) the term use of “non-assessable,or” when used with respect to any shares, means that no further sums are required is not intended to be paid by exclusive unless expressly indicated otherwise; (xv) the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference language used in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at deemed to be the middle exchange rate published language chosen jointly by the People’s Bank parties to express their mutual intent and no rule of China on strict construction shall be applied against any party; and (xvi) references to sums of money are expressed in lawful currency of the date United States of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreementAmerica, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayU.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule or question of intent in this Agreement, the information and disclosures contained in any section or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue subsection of the authorship Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section or subsection of the Disclosure Schedule as though fully set forth in such other section or subsection to the extent the relevance of such information to such other Section is reasonably applicable on the face of such information. No reference to or disclosure of any provision item or other matter in any Section of this Agreement, including any section or subsection of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 2 contracts
Sources: Equity Purchase Agreement, Equity Purchase Agreement (Davita Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or;”
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedU.S. dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” and, as otherwise provided hereinused in Section 6.1, similar in nature and magnitude to actions customarily taken without any authorization by the board of directors in the course of normal day-to-day operations, whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be deemed to be such date or time in the City of New York, New York, unless otherwise specified;
(l) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(xm) references to documents or other information having been “made available,” “delivered” or “provided” to Parent or words of similar import, shall be deemed to mean that any documents or other information that were (i) posted by the Company or any of its Representatives to the virtual data room maintained by the Company and its Representatives in offshore RMB funds raised from legitimate sources connection with the transactions contemplated hereby, (ii) delivered to Parent or any of its Representatives via electronic mail or in hard copy form, or (yiii) filed with, or furnished to, the SEC since January 1, 2019 and available through the SEC’s Electronic Data Gathering and Retrieval System, in US$ being an equivalent each case of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on this clause (m) prior to the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statuteshereof; and
(xn) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Preferred Apartment Communities Inc), Merger Agreement (Resource REIT, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(b) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation” unless the context expressly provides otherwise;
(d) the words “made available” in this Agreement shall mean that the item referred to herein are hereby incorporated in and made a part has been (i) provided to Parent prior to the date of this Agreement as if set forth by being posted in the electronic data room established by the Company, to which Parent and its Representatives have been provided full hereinaccess, or (ii) is a Company SEC Document filed prior to the date of this Agreement;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(ive) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect references to any sharesstatute, means that no further sums rule or regulation are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except statute, rule or regulation as otherwise provided hereinamended, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources modified, supplemented or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as replaced from time to time amended(and, modified or supplemented, including (in the case of statutes, include any rules and regulations promulgated under the statute) by succession and to any section of comparable any statute, rule or regulation include any successor statutesto the section;
(g) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(h) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xk) whenever any action must be taken hereunder on all uses of currency or by a day that is not a Business Daythe symbol “$” in this Agreement refer to U.S. dollars, then such action may be validly taken on or by the next day that is a Business Dayunless otherwise indicated.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (First Potomac Realty Trust), Merger Agreement (Government Properties Income Trust)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or”;
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be made (x) deemed to be such date or time in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the City of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate New York, New York, U.S.A., unless otherwise agreed by the Parties.specified;
(ixl) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document made or delivered pursuant hereto, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesunless otherwise defined therein; and
(xm) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Moody National REIT I, Inc.), Agreement and Plan of Merger (Moody National REIT II, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this Agreementan Exhibit, the following rules of interpretation an Article or a Section, such reference shall apply:
(i) the provision of be to an Annex, an Exhibit, an Article or a Table of Contents, the division Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereof”, “hereto”, “hereby”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to the Parent Entities or the Merger Subs prior to the date hereof, if such documents, materials or information were at least one day prior to the date hereof (a) available for review by such Person and its Representatives through the electronic data room entitled “Project Wildcat”, which is hosted by Venue in connection with the Transactions, (b) disclosed in a subdivision SEC Document filed and publicly available or (c) otherwise provided by or on behalf of the Company in writing to the Parent Entities, the Merger Subs or their respective Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such words appear phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated, and any Law referred to herein shall be deemed to also refer to all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires;
(vi) when calculating . References to the “ordinary course of business” refers to the ordinary course of business of the Company Entities and the Company Subsidiaries, taken as a whole, consistent with past practice. References to a Person are also to its successors and permitted assigns. If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In . Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the event lawful money of the United States of America. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires the Merger Subs to take any action, such requirement shall be deemed to include an undertaking on the part of the Parent Entities to cause the Merger Subs to take such action. All references herein to “parties” shall be to the parties hereto unless the context shall otherwise require. Decisions made in a party’s “sole discretion” may be taken for any reason or no reason. Notwithstanding anything herein to the contrary, whenever any consent, approval, waiver or notice is to be given under this Agreement by (i) the Parent Entities, such consent, approval, waiver or notice shall be given by Holdco Parent or (ii) the Company Entities, such consent, approval, waiver or notice shall be given by the Company. Any action or decision the Company Entities that expressly requires the consent or approval of the Executive Committee and any determination of the Company Entities to be expressly made by the Executive Committee pursuant to this Agreement or any of the other documents entered into in connection herewith shall be deemed to require the unanimous consent, approval or determination of the Executive Committee.
Appears in 2 contracts
Sources: Merger Agreement (Endeavor Group Holdings, Inc.), Merger Agreement (Emanuel Ariel)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto ;
(ii) references to the “knowledge” of the Company shall refer to the actual knowledge of any of the Company’s officers or referred members of its Board or the knowledge that any such person would reasonably be expected to herein are hereby incorporated in and made a part of this Agreement as if set forth in full hereinhave assuming reasonable inquiry;
(iii) any reference in this Agreement references to gender “due inquiry” shall include all gendersmean that the Company shall have inquired of each of its officers and members of its Board, and words imparting the singular number only shall include the plural and vice versamembers of its executive management;
(iv) the word “including” headings for this Agreement are for reference purposes only and do not affect in any way the meaning or any variation thereof means (unless the context interpretation of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itthis Agreement;
(v) whenever the words such as “hereininclude,” “hereinafterincludes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(vi) the words “hereof,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period any particular provision of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) all terms defined in this Agreement have the term “non-assessable,” defined meanings when used with respect to in any sharescertificate or other document made or delivered pursuant hereto, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofunless otherwise defined therein;
(viii) except as otherwise provided herein, any reference the definitions contained in this Agreement are applicable to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the singular as well as the plural forms of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.terms;
(ix) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(x) references to a Person are, in the case of individuals, also to his or her personal representatives, heirs and permitted assigns and, in the case of entities, also to its successors and permitted assigns;
(xi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xxii) whenever any action must be taken hereunder all references to number of shares of Common Stock are on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Daypre-Reverse Stock Split basis.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Sequenom Inc), Securities Purchase Agreement (Sequenom Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; andlaws;
(xh) whenever any action must be taken hereunder on or by references to a day that Person are also to its successors and permitted assigns;
(i) the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Day.exclusive unless expressly indicated otherwise;
(bj) In the event an ambiguity titles, captions or question headings of intent the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Clarient, Inc), Asset Purchase Agreement (Trestle Holdings Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include”, “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(j) an action taken by a Person shall be deemed to have been taken “in the ordinary course” or “in the ordinary course of business” only if such action is (x) consistent with the past practices and is taken in the ordinary course of its normal day-to-day operations in compliance with applicable Laws, and (y) similar in nature and magnitude to actions customarily taken in the ordinary course of its normal day-to-day operations, without any authorization by its board of directors or its shareholder(s); and
(xk) whenever references to any action must document are to be taken hereunder on or by a day that is not a Business Dayconstrued as references to such document as amended, then such action may be validly taken on or by the next day that is a Business Daysupplemented, extended, restated, novated and/or replaced in any manner from time to time.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Master Purchase Agreement, Master Purchase Agreement (China Lodging Group, LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or;”
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating all references herein to “$” or dollars shall refer to U.S. dollars;
(g) no specific provision, representation or warranty shall limit the period applicability of time before whicha more general provision, within which representation or following which any act warranty;
(h) it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be done or step taken pursuant to followed by the words “consistent with past practice” and, as used in this Agreement, similar in nature and magnitude to actions customarily taken without any authorization by the date that is board of directors in the reference date in calculating course of normal day-to-day operations whether or not such period shall be excludedwords actually follow such phrase;
(viij) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viiik) except as otherwise provided herein, any reference in this Agreement to payment of RMB a date or time shall be deemed to be such date or time in the City of New York, New York, unless otherwise specified;
(l) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(xm) references to documents or other information having been “made available,” “delivered” or “provided” to Parent or words of similar import, shall be deemed to mean that any documents or other information that were (i) posted by the Company or any of its Representatives to the virtual data room maintained by the Company and its Representatives in offshore RMB funds raised from legitimate sources connection with the transactions contemplated hereby, (ii) delivered to Parent or any of its Representatives via electronic mail or in hard copy form, or (yiii) filed with, or furnished to, the SEC since January 1, 2019 and available through the SEC’s Electronic Data Gathering and Retrieval System, in US$ being an equivalent each case of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on this clause (m) prior to the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statuteshereof; and
(xn) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (American Campus Communities Inc), Merger Agreement (American Campus Communities Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) the word words “include”, “includes” and “including” or any variation thereof means (unless are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term definitions contained in this Agreement are applicable to the singular as well as the plural forms of such definitions;
(g) references to a Person are also to its successors and permitted assigns;
(h) pronouns in masculine, feminine or neuter genders will be construed to state and include any other gender;
(i) the phrase “non-assessable,ordinary course”, “ordinary course of business” when used or “ordinary course of business consistent with past practice” means the ordinary course of business of the applicable Person or Persons or business, as applicable, consistent with past practices (including with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofquantity and frequency);
(viiij) except as if the last day of a period measured hereunder is a non-Business Day, the period in question will end on the next succeeding Business Day;
(k) all references to days or months will be deemed references to calendar days or months unless otherwise provided herein, expressly specified;
(l) references to any reference in this Agreement to payment of RMB Law shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of deemed to refer to such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute Law as amended from time to time amended, modified (including any successor Law) and to any rules or supplemented, including regulations promulgated thereunder;
(in m) any Action that has been initiated but with respect to which process or other written notice has not been served on or delivered to the case of statutes) by succession of comparable successor statutesindicated Person shall be deemed to be “threatened” rather than “pending”; and
(xn) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Equity and Asset Purchase Agreement (Liberty Tax, Inc.), Equity and Asset Purchase Agreement (Sears Hometown & Outlet Stores, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise expressly provided:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” ”; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and shall not be construed filed separately with the Securities and Exchange Commission pursuant to limit any general statement that it follows to Rule 406 of the specific or similar items or matters immediately following it;Securities Act of 1933, as amended.
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) the period of time before whichwords “other party”, within which “other parties”, “either party” or following which any act is to be done or step taken pursuant to “neither party” mean, when used in this Agreement, the date that is Sellers, on the reference date in calculating such period shall be excludedone hand, and the Companies, on the other hand;
(viig) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiih) except as otherwise provided herein, any reference in this Agreement references to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.a Person are also to its successors and permitted assigns;
(ixi) any references to an agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein other document means such agreement, instrument or other document as amended, supplemented and modified as of the date hereof to the extent permitted by the provisions thereof (but subject to any restrictions on such amendments, supplements or modifications set forth in this Agreement or any Ancillary Agreement);
(j) the words “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”;
(k) references to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder, in each case, to the extent amended, modified enacted or supplementedpromulgated as of the date hereof;
(l) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted;
(m) the Seller Disclosure Schedule and Exhibits referred to herein shall be construed with, including (in and as an integral part of, this Agreement to the case of statutes) by succession of comparable successor statutessame extent as if they were set forth verbatim herein; and
(xn) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Dayintended to be exclusive unless expressly indicated otherwise. [*] = Certain confidential information contained in this document, then such action may be validly taken on or marked by brackets, has been omitted and filed separately with the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue Securities and Exchange Commission pursuant to Rule 406 of the authorship Securities Act of any provision of this Agreement1933, as amended.
Appears in 2 contracts
Sources: Business Transfer and Subscription Agreement (Entasis Therapeutics LTD), Business Transfer and Subscription Agreement (Entasis Therapeutics LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(viii) references to a Person are also to its successors and permitted assigns;
(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Dayreferences to sums of money are expressed in lawful currency of the United States of America, then such action may be validly taken on or by the next day that is a Business Dayand “$” refers to U.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Letters, or question in this Agreement, the information and disclosures contained in any Section of intent or interpretation arises, no presumption or burden a Disclosure Letter shall be deemed to be disclosed and incorporated by reference in each other Section of proof shall arise favoring or disfavoring any Party by virtue such Disclosure Letter as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent from reading the authorship disclosure (without knowledge of any provision facts not set forth on the face of such disclosure). Certain items and matters are listed in the Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement, or any Section of a Disclosure Letter shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in such Disclosure Letter. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract or agreement, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 2 contracts
Sources: Share Exchange Agreement (HWGC Holdings LTD), Share Exchange Agreement (HWGC Holdings LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for the purposes of this Agreement, Agreement the following rules of interpretation shall apply:
(ia) the provision The table of a Table of Contents, the division of contents and headings contained in this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;.
(iib) any When a reference is made in this Agreement to an Articlearticle or a section, Sectionparagraph, Exhibit exhibit or Scheduleschedule, such reference is shall be to an Article or Section of, article or a Schedule section, paragraph, exhibit or Exhibit to, schedule of this AgreementAgreement unless otherwise clearly indicated to the contrary.
(c) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”
(d) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all gendersstated, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;any particular provision of this Agreement.
(vie) when calculating Unless otherwise indicated, all references to “the period date hereof” shall mean the date of time before whichthis Agreement.
(f) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, within which and words denoting any gender shall include all genders. Where a word or following which phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(g) A reference to “$,” “U.S. dollars” or “dollars,” shall mean the legal tender of the United States of America.
(h) A reference to any act is legislation or to be done any provision of any legislation shall include any amendment to, and any modification or step taken re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant to thereto.
(i) Except as otherwise expressly stated in this Agreement, the date that is the reference date nothing in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to or addressed by any shares, means that no further sums are required to be paid representation or warranty made by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference Person in this Agreement to payment shall in any way limit or restrict the scope, applicability, meaning of RMB shall be or the matters addressed by any other representation or warranty made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of by such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the PartiesPerson herein.
(ixj) A reference to any agreement, instrument or statute defined or referred period of days shall be deemed to herein or in any agreement, instrument or statute that is referred be to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case relevant number of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Daycalendar days unless otherwise specified.
(bk) The parties have been represented by counsel and have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision provisions of this Agreement.
Appears in 2 contracts
Sources: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and and
(iii) Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiiiv) any reference in this Agreement to gender shall include all genders, and words imparting importing the singular number only shall include the plural and vice versa;
(ivv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(vvi) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vivii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except “fully-diluted” or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding Convertible Securities and all Shares reserved for issuance under the ESOP as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.issued and outstanding;
(ix) any agreement, instrument or statute defined or referred references to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (“in the case ordinary course of statutesbusiness” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all material respects (including nature and scope) by succession with the prior practice of such party;
(x) references to “writing,” “written” and comparable successor statutesexpressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the provisions of Section 9.7; and
(xxi) whenever if any action must be taken payment hereunder would have been, but for this Section 1.2(a)(x), due and payable on or by a day date that is not a Business Day, then such action may payment shall instead be validly taken due and payable on or by the next day that is a first Business DayDay after such date.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Shareholder Agreement (Sunlands Online Education Group), Shareholder Agreement (Sunlands Online Education Group)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or”;
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified;
(l) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(xm) pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by singular form shall be construed to include the People’s Bank of China on plural and vice versa, unless the date of payment or an exchange rate context otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesexpressly requires; and
(xn) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Terra Income Fund 6, Inc.), Merger Agreement (Terra Property Trust, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any sharesShares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;; and
(viii) except as otherwise provided herein, any reference in this Agreement to payment $ or US$ means U.S. dollars, the lawful currency of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayUnited States.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Lufax Holding LTD), Share Purchase Agreement
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word “words "include," "includes" or "including” or any variation thereof means (" are used in this Agreement, they are deemed to be followed by the words "without limiting the generality of the foregoing" unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) or" shall be construed in the inclusive sense of "and/or";
(e) the words such as “"hereof," "herein,” “hereinafter,” “hereof” " and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to "$" or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase "ordinary course of business" shall be deemed to be followed by the words "consistent with past practice" whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be made (x) deemed to be such date or time in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the City of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate New York, New York, U.S.A., unless otherwise agreed by the Parties.specified;
(ixl) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document made or delivered pursuant hereto, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesunless otherwise defined therein; and
(xm) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (MVP REIT, Inc.), Merger Agreement (MVP REIT II, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all respects (including nature and scope) with the prior practice of such party;
(viii) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non- transitory form including emails and faxes, provided the sender complies with the provisions of Section 8.7.
(ix) if any payment hereunder would have been, but for this Section 1.2(a)(ix) , due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date; and
(x) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Share Subscription Agreement (Sunlands Online Education Group), Share Subscription Agreement (Sunlands Online Education Group)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(j) any statement in this Agreement qualified by the expression so far as the Company is aware or to the best of the Company’s knowledge or any similar expression shall be deemed to be made on the basis of the knowledge, as at the date of this Agreement or the Closing Date, as the case may be, of the “named executive officers” (as defined in the Company’s proxy statement for its annual meeting of shareholders held on May 7, 2009, as filed with the SEC), such knowledge being their actual knowledge and the knowledge they should have, having made due and careful enquiry of the relevant subject matter;
(k) References to any indemnity or covenant to pay (the “Payment Obligation”) being given on an after-tax basis means that in calculating the amount payable pursuant to such indemnity or covenant to pay (the “Payment”) if such amount (or any part thereof) is chargeable to any tax (or would be so chargeable but for any relief available against the amount otherwise so chargeable (where relief includes any losses, credits, deductions, rebates or other reliefs available to the payee or any of its Affiliates, as the case maybe)), the amount so payable shall be increased so as to ensure that, after taking into account the tax chargeable (or which would be chargeable) on such amount (including any increased or additional amount) and any tax credit, repayment or other tax benefit which is available to the indemnified party or person entitled to receive the Payment (in either case the “Recipient”) solely as a result of the matter giving rise to the Payment Obligation or as a result of receiving the Payment (which tax and tax credit, repayment or other tax benefit is to be determined by the Recipient acting in good faith and is to be certified as such to the party making the Payment), the Recipient is in the same position as it would have been in if the matter giving rise to the Payment Obligation had not occurred, provided that if a Recipient receives a payment which has been increased to take account of any tax chargeable or which would have been chargeable and the Recipient subsequently receives and retains a tax credit, repayment or other tax benefit arising solely as a result of the matter giving rise to the Payment Obligation or receipt of the Payment, the Recipient shall repay such amount (if any) as will leave it in the same position as it would have been in had the matter giving rise to the Payment Obligation not occurred; and
(xl) whenever any action must be taken hereunder on or by a day that is all terms used herein but not a Business Day, then such action may be validly taken on or by otherwise defined shall have the next day that is a Business Day.
(b) In meanings set forth in the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Transaction Agreement.
Appears in 2 contracts
Sources: Share Purchase Agreement (Bemis Co Inc), Share Purchase Agreement (Bemis Co Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender are for reference purposes only and shall include all genders, and words imparting not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limitation” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provides otherwise;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vie) the phrases “transactions contemplated by this Agreement,” “transactions contemplated hereby” and words or phrases of similar import, when used in this Agreement, refer to the Merger and the other transactions contemplated by this Agreement, including the Dropdown Transaction;
(f) when calculating the period of time before which, within which or following which any act a reference is to be done or step taken pursuant to made in this Agreement, the Company Disclosure Letter or the Parent Disclosure Letter, to information or documents being “provided,” “made available” or “disclosed” by a Party to another Party or its Affiliates, such information or documents shall include any information or documents (a) included in the Company SEC Reports or the Parent SEC Reports, as the case may be, that are publicly available at least two (2) Business Days prior to the date that is of this Agreement, (b) furnished at least two (2) Business Days prior to the reference date of this Agreement in calculating such period shall be excludedthe electronic data room established by the disclosing Party and to which access has been granted to the other Party and its Representatives at least two (2) Business Days prior to the date of this Agreement, or (c) otherwise provided in writing (including electronically) to the chief financial officer and chief accounting officer of the other Party at least two (2) Business Days prior to the date of this Agreement;
(viig) the term word “non-assessable,extent” when used with respect in the phrase, “to any shares, means that no further sums are required the extent” shall mean the degree to be paid by the holders thereof in connection with the issue thereofwhich a subject or other thing extends and such phrase shall not mean simply “if”;
(viiih) except any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as otherwise provided hereinfrom time to time amended, any reference modified or supplemented, including (in this Agreement to payment the case of RMB shall be made (xstatutes) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent by succession of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.comparable successor Laws;
(ixi) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes; and, and all attachments thereto and instruments incorporated therein;
(xj) whenever except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”;
(k) any action must be taken period of time hereunder ending on or by a day that is not a Business Day, then such action may Day shall be validly taken on or by extended to the next day that is a succeeding Business Day.;
(bl) In where this Agreement states that a Party “shall,” “will” or “must” perform in some manner, it means that the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of is legally obligated to do so under this Agreement;
(m) all references to the “ordinary course of business” shall mean the “ordinary course of business consistent with past practice” subject to any commercially reasonable modifications to past practice made in good faith to respond to the actual or anticipated effects of COVID-19 or any COVID-19 Measures;
(n) any pronoun shall include the corresponding masculine, feminine and neuter forms;
(o) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein; and
(p) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.
Appears in 2 contracts
Sources: Merger Agreement (Kite Realty Group, L.P.), Merger Agreement (Retail Properties of America, Inc.)
Interpretation and Rules of Construction. Unless the express context requires otherwise:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and The words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” ”, “hereof”, “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement.
(b) Whenever the words “include”, “includes” or “including” appear, they shall be read to be followed immediately by the words “without limitation”.
(c) The symbol “US$” or the words “U.S. dollars” means the lawful currency of the United States of America.
(d) The use of the word “or” is not intended to be exclusive unless otherwise expressly indicated.
(e) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
(f) References to the Preamble or any specific Recital, Article, Section, Schedule or Exhibit shall refer, respectively, to the Preamble or specific Recital, Article, Section or Schedule of, or Exhibit to, this Agreement.
(g) References to a subdivision in which such words appear unless the context otherwise requires;Person shall also be references to its successors and permitted assigns.
(vih) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(i) All terms defined in this Agreement shall have the defined meanings when calculating the period of time before which, within which used in any certificate or following which any act is to be done other document made or step taken delivered pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as unless otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Partiesdefined therein.
(ixj) Except as expressly stated in this Agreement, all references to any agreementstatute, instrument rule or statute defined regulation are to the statute, rule or referred to herein regulation as amended, modified, supplemented or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as replaced from time to time amended(and, modified or supplemented, including (in the case of statutes) by succession any statute, include any rules and regulations promulgated under such statute), and all references to any section of comparable any statute, rule or regulation include any successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by to the next day that is a Business Daysection.
(bk) The parties hereto have participated jointly in drafting and negotiating this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party party hereto by virtue of the authorship of any provision of this Agreementhereof.
Appears in 2 contracts
Sources: Share Purchase Agreement (Kongzhong Corp), Share Purchase Agreement (Right Advance Management Ltd.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided hereinreferences to sums of money are expressed in lawful currency of the United States of America, any reference in this Agreement and “$” refers to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.U.S. dollars; and
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case use of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that the term “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule, in this Agreement or question of intent or interpretation arisesin the Transaction Documents, no presumption or burden of proof shall arise favoring or disfavoring the information and disclosures contained in any Party by virtue Section of the authorship Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of any provision such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in the Disclosure Schedule. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any contract or agreement, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Share Subscription and Purchase Agreement (Alibaba Group Holding LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limitation” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provides otherwise;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vie) the phrases “transactions contemplated by this Agreement,” “transactions contemplated hereby” and words or phrases of similar import, when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to used in this Agreement, refer to the date that is the reference date in calculating such period shall be excludedtransactions contemplated by this Agreement;
(viif) when a reference is made in this Agreement or the term Company Disclosure Letter to information or documents being “non-assessableprovided,” when used with respect “made available” or “disclosed” by a Party to another Party or its Affiliates, such information or documents shall include any shares, means that no further sums are required to be paid information or documents (i) posted by the holders thereof Seller Parties or any of their Representatives in connection with the issue thereofCompany’s electronic data room, (ii) filed or furnished by Seller Parent with, and available through the SEC’s Electronic Data Gathering and Retrieval System or (iii) otherwise made reasonably available by the Seller Parties or their Representatives to Buyer, or by Buyer or its Representatives to the Seller Parties, in each case prior to the execution and delivery of this Agreement;
(viiig) except as otherwise provided hereinthe word “extent” in the phrase, any reference in this Agreement “to payment of RMB the extent” shall be made (x) in offshore RMB funds raised from legitimate sources mean the degree to which a subject or (y) in US$ being an equivalent of other thing extends and such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.phrase shall not mean simply “if”;
(ixh) any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws;
(i) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes; and, and all attachments thereto and instruments incorporated therein;
(xj) whenever except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”;
(k) any action must be taken period of time hereunder ending on or by a day that is not a Business Day shall be extended to the next succeeding Business Day;
(l) where this Agreement states that a Party “shall,” “will” or “must” perform in some manner, then it means that the Party is legally obligated to do so under this Agreement;
(m) all terms defined in this Agreement have the defined meanings when used in any certificate, instrument or other document made or delivered pursuant hereto, unless otherwise defined therein;
(n) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on terms and to the masculine as well as to the feminine and neutral genders of such term;
(o) references to a Person are also to its successors and permitted assigns;
(p) all uses of currency or the symbol “$” in this Agreement refer to U.S. dollars, unless otherwise indicated; and
(q) the phrase “ordinary course of business” as used in this Agreement, whether or not followed by the next words “consistent with past practice”, shall refer to business similar in nature and magnitude to actions customarily taken without any authorization by the applicable Person in the course of normal day-to-day that is a Business Day.
(b) In the event an ambiguity or question operations of intent or interpretation arisessuch person’s business, no presumption or burden of proof shall arise favoring or disfavoring subject to any Party by virtue commercially reasonable modifications to past practice made in good faith to respond to any of the authorship events, circumstances, changes, effects, conditions or occurrences specified in clauses (C), (D), (E) or (H) of any provision the definition of this AgreementCompany Material Adverse Effect.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Exhibit, Annex or Schedule, such reference is to an Article or Section of, or a an Exhibit, Annex or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(b) the Exhibits, Annexes and Schedules hereto or referred to herein this Agreement are an integral part of this Agreement and, subject to Section 1.4, all Exhibits, Annexes and Schedules to this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiic) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivd) whenever the word words “include”, “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) all terms defined in this Agreement have such defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viig) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiih) except as otherwise provided herein, references to a Person are also to its successors and permitted assigns;
(i) references to any reference in this Agreement to payment of RMB statute shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of deemed to refer to such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as amended from time to time amended, modified (including any successor statute) and to any rules or supplemented, including (in the case of statutes) by succession of comparable successor statutesregulations promulgated thereunder; and
(xj) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(viii) references to a Person are also to its successors and permitted assigns;
(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Dayreferences to sums of money are expressed in lawful currency of the United States of America, then such action may be validly taken on or by the next day that is a Business Dayand “$” refers to U.S. dollars.
(b) Notwithstanding anything to the contrary contained in the Company Disclosure Letter or the Seller Disclosure Letter, or in this Agreement, the information and disclosures contained in any Section of a Disclosure Letter shall be deemed to be disclosed and incorporated by reference in each other Section of such Disclosure Letter as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent from reading the disclosure (without knowledge of any facts not set forth on the face of such disclosure). Certain items and matters are listed in the Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement, or any Section of a Disclosure Letter shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in such Disclosure Letter. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract or agreement, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
(c) The parties hereto have participated collectively in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted collectively by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party party hereto by virtue of the authorship of any provision provisions of this Agreement. Furthermore, each of the parties hereto acknowledges and agrees that it has had an opportunity to have counsel of its own choosing review and represent it in connection with the execution and delivery of this Agreement and advise it in connection with the Transaction.
Appears in 1 contract
Sources: Securities Purchase Agreement and Call Option (Nukkleus Inc.)
Interpretation and Rules of Construction. This Agreement shall not be construed against any Party, and no consideration shall be given or presumption made, on the basis of who drafted this Agreement or any particular provision hereof or who supplied the form of Agreement. In construing this Agreement:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and examples shall not be construed to limit any general statement that it follows to limit, expressly or by implication, the specific or similar items or matters immediately following itmatter they illustrate;
(vb) the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions and the words such as “hereof,” “hereby,” “herein,” “hereinafter,” “hereofhereunder” and “hereunder” similar terms in this Agreement shall refer to this Agreement as a whole and not merely to a subdivision any particular section or article in which such words appear and unless the context otherwise requiresspecified, any reference to Applicable Law shall include any amendment thereof or any successor thereto and any rules and regulations promulgated thereunder;
(vic) when calculating the period of time before which, within which or following which any act is to word “or” shall not be done or step taken pursuant exclusive;
(d) a defined term has its defined meaning throughout this Agreement and in each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the date that place where it is the reference date in calculating such period shall be excludeddefined;
(viie) the term “non-assessable,” when used with respect any reference to any sharesfederal, means that no further sums state, local or foreign law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
(f) all article, section, paragraph, schedules and exhibit references used in this Agreement are required to be paid by the holders thereof in connection with the issue thereofarticles, sections, paragraphs, schedules and exhibits to this Agreement unless otherwise specified;
(viiig) except as otherwise provided herein, any reference in each Exhibit and Schedule to this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision part of this Agreement., but, in the event of any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail;
(h) the Recitals, headings and titles herein are for convenience only and shall have no significance in the interpretation hereof;
(i) any reference to a Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;
(j) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wisconsin Public Service Corp)
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this AgreementExhibit, the following rules of interpretation Article or Section, such reference shall apply:
(i) the provision of a Table of Contentsbe to an Annex, the division Exhibit, Article or Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereinhereof,” “hereinafterhereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room (the “Data Room”) entitled “Project ESKIMO,” which is hosted by Donnelley Financial Solutions Venue (▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) in connection with the Transactions or disclosed in a SEC Report filed and publicly available, in each case, prior to the Agreement Date. The term “or” is not exclusive. 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 definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a subdivision in which such words appear unless the context otherwise requires;
(vi) when person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such action may provisions are cumulative. The phrase “ordinary course of business” shall be validly taken on or deemed to be followed by the next day that words “consistent with past practice” whether or not such words actually follow such phrase. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the time zone in which Boston, Massachusetts is a Business Daylocated, unless otherwise specified.
(b) In Each of the event Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the provisions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Exa Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;
(f) references to “day” or “days” are to calendar days;
(g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(h) whenever words of one gender are used in this Agreement, they are deemed to include the other gender;
(i) references to a Person are also to its successors and permitted assigns;
(j) the parties hereto have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents, and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the parties hereto or thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any party by virtue of the authorship of any of the provisions in this Agreement or the other Transaction Documents;
(k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) . If the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period in question shall end on or by the next day that is a succeeding Business Day.; and
(bl) In the event an ambiguity or question references to sums of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue money are expressed in lawful currency of the authorship of any provision of this AgreementUnited States, and “$” refers to United States dollars.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this Agreementan Exhibit, the following rules of interpretation an Article or a Section, such reference shall apply:
(i) the provision of be to an Annex, an Exhibit, an Article or a Table of Contents, the division Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereof”, “hereto”, “hereby”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were at least one day prior to the date hereof (a) available for review by such person and its Representatives through the electronic data room entitled Panther, which is hosted by Datasite in connection with the Transactions, (b) disclosed in a subdivision SEC Document filed and publicly available or (c) otherwise provided by or on behalf of the Company in writing to Parent, Merger Sub or their Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such words appear phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated, and any Law referred to herein shall be deemed to also refer to all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires;
(vi) when calculating . References to “ordinary course of business” refers to the ordinary course of business of the Company and the Company Subsidiaries, taken as a whole, consistent with past practice. References to a person are also to its successors and permitted assigns. If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In . Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the event lawful money of the United States of America. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires a Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Company to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. All references herein to “parties” shall be to the parties hereto unless the context shall otherwise require.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Annex or Schedule, such reference is to an Article or Section of, or a an Annex or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference capitalized terms used in any Annex or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versaAgreement;
(ivc) the word table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(d) whenever the words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes), and references to any section of any statute, rule or regulation include any successor to said section;
(g) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(h) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(i) references to a person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) references to monetary amounts are to the lawful currency of the United States; and
(l) words importing the singular include the plural and vice versa, and words importing gender include all genders; and time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant shall, unless expressly indicated otherwise, be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to this Agreement, the date that is next Business Day following if the reference date in calculating such last day of the period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” and “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement ;
(vie) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act such terms;
(g) references to a Person are also to its successors and permitted assigns;
(h) the use of “or” is not intended to be done exclusive unless expressly indicated otherwise; and
(i) notwithstanding anything to the contrary contained in the Disclosure Schedule or step taken pursuant to in this Agreement, the date that is information and disclosures contained in any section of the reference date in calculating such period Disclosure Schedule shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required deemed to be paid disclosed and incorporated by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in any other section of this Agreement to payment of RMB shall be made (x) or the Disclosure Schedule as though fully set forth in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent such other section for which the applicability of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that information and disclosure is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (reasonably apparent in the case face of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on such information or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Daydisclosure.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All , and all Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) if any payment hereunder would have been, but for this Section 1.2(a)(vii), due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date; and
(viii) the term “non-assessable,” when used with respect to any sharesShares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(c) In this Agreement, USD and HKD are converted at the exchange rate of USD1.00 to HKD7.78092 and vice versa, and USD and RMB are converted at the exchange rate of USD1.00 to RMB6.44102.
Appears in 1 contract
Sources: Share Purchase Agreement
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table table of Contentscontents, the division of this Agreement into articles, Sections Clauses and other subdivisions and the insertion of headings and titles for each Clause of this Agreement are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Articlea Clause, SectionParagraph, Exhibit or Schedule, such reference is to an Article a Clause or Section Paragraph of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto to this Agreement or referred to herein in this Agreement are hereby incorporated in and made a part of this Agreement as if set forth in full herein;in this Agreement; † Confidential treatment requested.
(iii) any reference in this Agreement to gender shall include all genders, and words imparting importing the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof of such word means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and all references to dates and times shall, except as expressly provided otherwise, mean dates and times in the China Standard Time zone;
(vi) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such Person;
(vii) references to “writing”, “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the applicable provisions of Clause 11.7 (Notices);
(viii) if any payment under this Agreement would have been, but for this Clause 1.2(a)(viii), due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date;
(ix) the term “non-assessable,” ”, when used with respect to any shares, means that no further sums are required to be paid by the holders thereof of such shares in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount shares for such issuance to be valid under the Laws of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesCayman Islands; and
(x) whenever any action must be taken hereunder on references to “Indemnification” or by terms of similar construct includes indemnification with respect to a day that is not direct claim or a Business Day, then such action may be validly taken on or by the next day that is a Business DayThird Party Claim.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Share Subscription Agreement (Alibaba Group Holding LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words "include," "includes" or "including" are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa"without limitation";
(iv) the word “including” or any variation thereof means (unless the context words "hereof," "herein" and "hereunder" and words of its usage otherwise requires) “includingsimilar import, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” when used in this Agreement, refer to this Agreement as a whole (including the Exhibits and Schedules hereto) and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such words appear terms and, except as otherwise expressly provided or unless the context otherwise requires;
(vi) when calculating the period of time before which, within which any noun or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period pronoun shall be excludeddeemed to cover all genders;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of "or" is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise;
(ix) all capitalized terms not defined in the Company Disclosure Schedule or the Parent Disclosure Schedule shall have the meanings ascribed to them in this Agreement. The representations and warranties of the Company in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the Company Disclosure Schedule. The representations and warranties of Parent in this Agreement are made and given, and the covenants are agreed to, subject to the disclosures and exceptions set forth in the Parent Disclosure Schedule. The disclosure of any agreement, instrument or statute defined or referred to herein or matter in any agreementsection of the Company Disclosure Schedule or Parent Disclosure Schedule shall be deemed to be a disclosure for all purposes of this Agreement and all other sections of the Company Disclosure Schedule or Parent Disclosure Schedule, instrument respectively, to which such matter relates, to the extent reasonably apparent on the face of such disclosure. The listing of any matter shall expressly not be deemed to constitute an admission by any party hereto, or statute to otherwise imply, that any such matter is referred material, is required to herein means such agreement, instrument be disclosed under this Agreement or statute as from time to time amended, modified falls within relevant minimum thresholds or supplemented, including (materiality standards set forth in this Agreement. No disclosure in the case Company Disclosure Schedule or Parent Disclosure Schedule relating to any possible breach or violation of statutesany Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company Disclosure Schedule or Parent Disclosure Schedule be deemed or interpreted to expand the scope of a party's representations, warranties and/or covenants set forth in this Agreement. All attachments to the Company Disclosure Schedule or Parent Disclosure Schedule are incorporated by reference into the Company Disclosure Schedule or Parent Disclosure Schedule, respectively. The information contained in the Company Disclosure Schedule or Parent Disclosure Schedule is in all events provided subject to and on the terms of the Confidentiality Agreement as though Evaluation Material (as such term is defined therein) by succession of comparable successor statutesthereunder; and
(x) whenever any action must be taken hereunder on as used herein, the terms "made available" or by "provided to Parent" and words of similar import mean that a day that is not a Business Day, then such action may be validly taken on document or by material was uploaded and rendered visible and reviewable to Parent and its Representatives in the next day that is a Business Day"Project Omni" data room maintained at h▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.
(b) In The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.
(c) Except as otherwise set forth herein, wherever a conflict exists between this Agreement and any other Contract, agreement or other instrument (including any Ancillary Agreement), this Agreement shall control but solely to the extent of such conflict.
Appears in 1 contract
Sources: Business Combination Agreement (ROI Acquisition Corp.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include”, “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “includinghereof”, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which this Agreement have such words appear defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(viii) references in the Loan Documents to a Person are also to its permitted successors and assigns;
(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(x) all references in the Loan Documents to currency, monetary values and dollars shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars; and
(xxi) whenever references in the Loan Documents to any action must agreement or contract “as amended” shall mean and be taken hereunder on a reference to such agreement or by a day that is not a Business Daycontract as amended, then such action may be validly taken on amended and restated, supplemented or by the next day that is a Business Dayotherwise modified from time to time in accordance with its terms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or”;
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice and similar in nature and magnitude to actions customarily taken without any authorization by the board of directors in the course of normal day-to-day operations” whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be made (x) deemed to be such date or time in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the City of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate New York, New York, U.S.A., unless otherwise agreed by the Parties.specified;
(ixl) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document made or delivered pursuant hereto, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesunless otherwise defined therein; and
(xm) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Carter Validus Mission Critical REIT II, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word “words "include," "includes" or "including” or any variation thereof means (unless " are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) “including, words "without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it";
(vd) the words such as “"hereof," "herein,” “hereinafter" "hereunder,” “hereof” " and “hereunder” words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiig) except as otherwise provided herein, any reference in this Agreement Law defined or referred to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) herein and any agreement, instrument or statute other document that is defined or referred to herein or in any agreement, instrument or statute that is referred means such Law and (to herein means the extent permitted by the provisions hereof and thereof) such agreement, instrument or statute other document, respectively, as from time to time amended, modified or supplemented, including (in the case of statutes) any Law by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns; and
(xi) whenever any action must be taken hereunder on or by a day that the use of "or" is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(bj) In the event an ambiguity This Agreement shall be construed without regard to any presumption or question of intent rule requiring construction or interpretation arisesagainst the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedule, no presumption or burden of proof the Schedules and the Exhibits referred to herein shall arise favoring or disfavoring any Party by virtue of be construed with, and as an integral part of, this Agreement to the authorship of any provision of this Agreementsame extent as if they were set forth verbatim herein.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise; and
(ix) any agreementreferences to sums of money are expressed in lawful currency of the United States of America, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayU.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedules, in this Agreement or question in the other Transaction Documents, the information and disclosures contained in any Section of intent a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship disclosure of any provision item or other matter in any Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include”, “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word “includingor” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall in this Agreement is disjunctive but not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itnecessarily exclusive;
(v) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vi) when calculating references to terms in the period singular shall include the plural forms of time before whichsuch terms and references to the masculine shall include references to the feminine and neuter genders of such terms, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;and vice versa
(vii) the term “non-assessable,” when used with respect references in this Agreement to any shares, means that no further sums are required days mean calendar days unless expressly stated to be paid by the holders thereof in connection with the issue thereofBusiness Days;
(viii) except as otherwise provided herein, any reference all terms defined in this Agreement to payment of RMB shall be made (x) have the defined meanings when used in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate any certificate delivered pursuant hereto, unless otherwise agreed by the Parties.defined therein;
(ix) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(x) references to a Person are also to its successors and permitted assigns;
(xi) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars; and
(xii) except as otherwise specified in this Agreement, all references herein to any agreement, instrument or statute Laws defined or referred to herein herein, including the Code and ERISA, are references to those Laws or in any agreementsuccessor Laws, instrument as the same may have been amended or statute that is referred to herein means such agreement, instrument or statute as supplemented from time to time amendedtime, modified and any rules or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayregulations promulgated thereunder.
(b) In Notwithstanding anything to the event an ambiguity or question of intent or interpretation arisescontrary contained in this Agreement, no presumption or burden of proof shall arise favoring or disfavoring except as expressly set forth in the Disclosure Schedules, the information and disclosures contained in any Party by virtue Section of the authorship Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in each other Section of any provision the Disclosure Schedules as though fully set forth in such other Section of this Agreementthe Disclosure Schedules to the extent the relevance of such information to such other Section is reasonably apparent on the face of such disclosure.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall apply:
(i) extent otherwise provided or that the provision of context otherwise requires: when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized is made in construing or interpreting this Agreement;
i. to “this Agreement”, such reference is to this Asset Purchase Agreement together with all Disclosure Schedules and exhibits (“Exhibits”) hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof,
ii) any reference in this Agreement . to an Article, Section, Annex, Exhibit or Disclosure Schedule, such reference is to an Article or Section of, or a an Exhibit or Disclosure Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiia) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(ivb) the word “includingor” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall be disjunctive but not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexclusive;
(vc) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear any particular provision of this Agreement, unless the context otherwise requiresspecified;
(vid) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viie) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiif) except as otherwise provided herein, any reference the gender of all words used in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at includes the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.masculine, feminine, and neuter;
(ixg) references to a Person are also to its successors (whether by way of merger, amalgamation, consolidation or other business combination) and permitted assigns;
(h) references to dollars or $ shall, unless otherwise stated herein, be to the legal currency of the United States;
(i) any agreement, instrument or statute Legal Requirement defined or referred to herein in this Agreement or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument or statute Legal Requirement as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLegal Requirements and the related regulations thereunder and published interpretations thereof, and references to any Contract or instrument are to that Contract or instrument as from time to time amended, modified or supplemented; and
(xj) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayall references to “days” mean calendar days.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Odyssey Semiconductor Technologies, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of reference is made in this Agreement into articlesto a Section or Exhibit, Sections and other subdivisions and such reference is to a Section of, or an Exhibit to, this Agreement unless otherwise indicated;
(ii) the insertion of headings for this Agreement are for convenience of reference purposes only and shall do not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(iiiii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they are deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement and the words “the date hereof”, when used in which such words appear this Agreement, refer to the date of this Agreement;
(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(vii) references to a Person are also to its successors and permitted assigns;
(viii) references to “sterling”, “pounds sterling” or “£” are references to the lawful currency from time to time of the United Kingdom; and
(ix) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Forterra, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or where the context otherwise requires:
(i) reference to a gender includes the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreementgender;
(ii) reference to any agreement, document or Contract means such agreement, document or Contract as amended or modified and in effect from time to time;
(iii) reference to any Law means such Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Law means that provision of such Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;
(iv) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;
(v) when a reference is made in this Agreement to an Article, Section, Exhibit or ScheduleAppendix, such reference is to an Article or Section of, or a Schedule an Exhibit or Exhibit Appendix to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiivi) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivvii) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vviii) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period any particular provision of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document delivered or made available pursuant hereto, instrument or statute that is referred unless otherwise defined therein;
(x) the definitions contained in this Agreement are applicable to herein means the singular as well as the plural forms of such agreement, instrument or statute as from time terms;
(xi) references to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesa Person are also to its successors and permitted assigns; and
(xxii) whenever any action must be taken hereunder on or by a day that is not a Business Dayreferences to sums of money are expressed in lawful currency of the United States of America, then such action may be validly taken on or by the next day that is a Business Dayand “$” refers to U.S. dollars.
(b) Notwithstanding anything to the contrary contained in the Seller’s Disclosure Schedules or in this Agreement, the information and disclosures contained in any Section of the Seller’s Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in each other Section of the Seller’s Disclosure Schedules as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on its face. In no event shall the event listing of items or matters in the Seller’s Disclosure Schedules be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Seller’s Disclosure Schedules shall be construed as an ambiguity admission or question of intent indication that such item or interpretation arisesmatter is material. Without limiting the foregoing, no presumption reference to or burden disclosure of proof shall arise favoring a possible breach or disfavoring any Party by virtue of the authorship violation of any provision of this Agreementcontract or agreement, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an a Preamble, Recital, Article, Section, Appendix, Exhibit or Schedule, such reference is to an a Preamble, Recital, Article or Section of, or a an Appendix, Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in references to this Agreement or to gender shall any other Acquisition Documents include all gendersa reference to this Agreement or such other Acquisition Document as varied, and words imparting the singular number only shall include the plural and vice versaamended, modified, novated or supplemented from time to time;
(ivc) the word table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(d) whenever the words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(h) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreementtaken, the date that is the reference date day in calculating such period shall be excludedexcluded and, if the last day of such period is not a Business Day, the period shall end on the next day that is a Business Day;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixi) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(j) references to a Person are also to its successors and permitted assigns; and
(xk) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement:
(a) Unless except to the extent otherwise expressly providedprovided or that the context otherwise requires, for purposes of this Agreementwherever used, the following rules singular includes the plural, the plural includes the singular, the use of interpretation any gender shall apply:be applicable to all genders;
(ib) the provision word “or” is used in the inclusive sense (and/or);
(c) the table of a Table of Contents, the division contents and captions of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect in no way define, describe, extend or be utilized limit the scope or intent of this Agreement or the intent of any provision contained in construing or interpreting this Agreement;
(iid) the term “including” or its variations as used herein does not limit the generality of any reference description preceding such term and shall be construed as “including, without limitation”;
(e) the language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party;
(f) unless otherwise specified or where the context otherwise requires,
(i) references in this Agreement to an any Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit toare references to such Article, Section, Schedule or Exhibit of this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred references to herein this “Agreement” are hereby incorporated in and made a part of references to this Agreement as if set forth and all exhibits and schedules hereto;
(ii) references in full hereinany Section to any clause are references to such clause of such Section;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafterhereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not merely to any particular provision of this Agreement; assigns;
(iv) references to a subdivision Person are also to its permitted successors and
(v) references to a Law include any amendment or modification to such Law and any rules, regulations or legally binding guidelines issued thereunder, in which such words appear unless each case, as in effect at the context otherwise requiresrelevant time of reference thereto;
(vi) when calculating the period of time before which, within which or following which any act is references to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred other document in this Agreement refer to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute other document as originally executed or, if subsequently amended, replaced or supplemented from time to time time, as so amended, modified replaced or supplemented, including (supplemented and in effect at the case relevant time of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.reference thereto;
Appears in 1 contract
Sources: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections sections and other subdivisions subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and shall do not affect the construction or be utilized in construing or interpreting interpretation of this Agreement;
(iib) unless otherwise indicated, all references to an “Article”, “Section”, “Exhibit” or “Schedule” followed by a number refer to the specified article, section, exhibit or schedule of this Agreement, and the terms “this Agreement”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any reference particular Article or Section hereof;
(c) all references to a given agreement, instrument or other document are references to that agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d) references in this Agreement to an Articlea Person include that Person's successors and permitted assigns;
(e) the words “agree”, Section“agrees”, Exhibit and “agreed” refer to a written agreement executed and delivered by the Parties;
(f) all dates and periods of time are to be determined by reference to the Gregorian calendar;
(g) whenever the singular or Schedule, such reference masculine or neuter is to an Article or Section of, or a Schedule or Exhibit to, used in this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include it means the plural or feminine or body politic or corporate, and vice versa;
(iv) the word “including” or any variation thereof means (unless , as the context requires, and where a term is defined herein, a capitalized derivative of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as term has a whole and not merely to a subdivision in which such words appear corresponding meaning unless the context otherwise requires;
(vih) when calculating all dollar amounts referred to in this Agreement (including the period Exhibits and Schedules) are in lawful money of time before whichthe United States;
(i) whenever the word “include,” “includes” or “including” is used in this Agreement, within which or following which any act it is deemed to be followed by the words “without limitation”
(j) any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions, and any reference to an Order is deemed to be a reference to such Order as the same might be varied, amended, modified, supplemented or replaced from time to time;
(k) where the character or amount of any asset or Liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with U.S. GAAP except where the application of such principles is inconsistent with, or step taken limited by, the terms of this Agreement;
(l) if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or a Schedule or any document delivered pursuant to this Agreement, the date that is provision of the reference date in calculating such period shall be excludedbody of this Agreement prevails;
(viim) the term “non-assessable,” when used with respect to any shares, means that no further sums are unless otherwise provided or required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided hereincontext, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case computation of statutes) by succession periods of comparable successor statutes; time during which payments are to accrue from a specified date to a later specified date, “from” means “from and including the first specified date” and the words “to” and “until” each mean “to but excluding the later specified date” and “through” means “to and including the later specified date” and
(xn) whenever any action must be taken hereunder on or by a day that the use of the word “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Capital Properties Inc /Ri/)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any reference way the meaning or interpretation of this Agreement;
(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless expressly provided otherwise;
(d) “or” shall be construed in the inclusive sense of “and/or”;
(e) the phrase “furnished” or “made available” in this Agreement to gender shall include all genders(i) physical delivery, (ii) making physical documents available for inspection at a Party’s offices, and words imparting (iii) posting in the singular number only shall include applicable Party’s virtual data room at least two (2) Business Days prior to the plural and vice versadate hereof;
(ivf) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vig) all references herein to “$” or dollars shall refer to United States dollars;
(h) except as otherwise specifically provided herein, no specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty;
(i) it is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(j) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase;
(k) references to a Person are also to its successors and permitted assigns;
(l) any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified;
(m) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(n) except as otherwise specifically provided herein, when calculating the period of time before within which, within which or following which which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date day in calculating such period shall be excluded;
(vii) . If the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by last day of the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period in question shall end on or by the next day that is a Business Day.; and
(bo) In the event an ambiguity or question definitions contained in this Agreement are applicable to the singular as well as the plural forms of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementsuch terms.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference the headings in this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include”, “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiig) except as otherwise provided herein, any reference in this Agreement references to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.a Person are also to its successors and permitted assigns;
(ixh) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreementLaw as amended, instrument supplemented or statute as otherwise modified from time to time amended, modified or supplementedtime, including (in the case of statutes) by succession of comparable successor statutesLaws;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xj) whenever X Fund Properties shall for the purposes of this Agreement, whether itself or through it attorneys, PMH, as the case may be, exercise all or any action must of the powers of the Sagicor Parties under this Agreement. This shall be taken hereunder on deemed to include, without limitation, wherever provision is made for the giving or by a day that is not a Business Dayissue of any notice, then such action may be validly taken on instruction or other communication, receipt or payment of funds, delivery of any document or instrument, to or by the next day that is a Business Day.
(b) In the event an ambiguity Sagicor Parties, unless otherwise specified, such communication, payment or question of intent document shall be given to or interpretation arises, no presumption by X Fund Properties. Playa shall not be bound or burden of proof shall arise favoring concerned to see or disfavoring enquire whether any Party by virtue of the authorship Sagicor Parties or any person on whose behalf they may hold Property have received, or as the case may be, authorized the issuance of, such communication, payment or document. Sagicor Parties, on a joint and several basis shall indemnify and keep Playa fully indemnified against any claims by any other Sagicor Party or beneficial holder of Property in respect of any provision communication, payment or document so received or given by X Fund Properties or any other act or omission of X Fund Properties pursuant to this Agreement.
Appears in 1 contract
Sources: Share Exchange Implementation Agreement (Playa Hotels & Resorts N.V.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word “words "include," "includes" or "including” or any variation thereof means (unless " are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) “including, words "without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it";
(vd) the words such as “"hereof," "herein,” “hereinafter,” “hereof” " and “"hereunder” " and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of "or" is not intended to be exclusive unless expressly indicated otherwise; and
(xj) whenever the word "knowledge" with respect to any action must be taken hereunder on or by a day that is not a Business Dayparty hereto shall mean the actual knowledge of such party, then such action may be validly taken on or by without any obligation to investigate the next day that is a Business Daymatter in question.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement and the words “the date hereof”, when used in which such words appear this Agreement, refer to the date of this Agreement;
(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(vii) references to a Person are also to its successors and permitted assigns;
(viii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day; and
(ix) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars, or the United Kingdom, and “£” refers to pound sterling.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule, in this Agreement or question of intent or interpretation arisesin any Ancillary Agreement, no presumption or burden of proof shall arise favoring or disfavoring the information and disclosures contained in any Party by virtue Section of the authorship Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of any provision the Disclosure Schedule as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such information. Certain items and matters are listed in the Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in the Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in the Disclosure Schedule. Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any Contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Purchase Agreement (Forterra, Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of reference is made in this Agreement into articlesto a Section or Exhibit, Sections and other subdivisions and such reference is to a Section of, or an Exhibit to, this Agreement unless otherwise indicated;
(ii) the insertion of headings for this Agreement are for convenience of reference purposes only and shall do not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(iiiii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they are deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement and the words “the date hereof”, when used in which such words appear this Agreement, refer to the date of this Agreement;
(v) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(vii) references to a Person are also to its successors and permitted assigns;
(viii) references to “dollar”, “US dollar” or “$” are references to the lawful currency from time to time of the United States of America; and
(ix) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Purchase Agreement (Forterra, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference the table of contents and headings in this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders;
(g) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be is excluded;
(vii) . If the term “last day of such period is a non-assessable,” when used with respect to any sharesBusiness Day, means that no further sums are required to be paid by the holders thereof period in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China question ends on the date of payment or an exchange rate otherwise agreed by the Partiesnext succeeding Business Day.
(ixh) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws, prior to or as of the Effective Time;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xk) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayall references to monetary amounts in this Agreement refer to U.S. dollars unless otherwise indicated.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Allergan Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections sections and other subdivisions subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and shall do not affect the construction or be utilized in construing or interpreting interpretation of this Agreement;
(iib) unless otherwise indicated, all references to an “Article”, “Section”, “Exhibit” or “Schedule” followed by a number refer to the specified article, section, exhibit or schedule of this Agreement, and the terms “this Agreement”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement and not to any reference particular Article or Section hereof;
(c) all references to a given agreement, instrument or other document are references to that agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d) references in this Agreement to an Articlea Person include that Person's successors and permitted assigns;
(e) the words “agree”, Section“agrees”, Exhibit and “agreed” refer to a written agreement executed and delivered by the Parties;
(f) all dates and periods of time are to be determined by reference to the Gregorian calendar;
(g) whenever the singular or Schedule, such reference masculine or neuter is to an Article or Section of, or a Schedule or Exhibit to, used in this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include it means the plural or feminine or body politic or corporate, and vice versa;
(iv) the word “including” or any variation thereof means (unless , as the context requires, and where a term is defined herein, a capitalized derivative of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as term has a whole and not merely to a subdivision in which such words appear corresponding meaning unless the context otherwise requires;
(vih) when calculating all dollar amounts referred to in this Agreement (including the period Exhibits and Schedules) are in lawful money of time before whichthe United States;
(i) whenever the word “include,” “includes” or “including” is used in this Agreement, within which or following which any act it is deemed to be followed by the words “without limitation”;
(j) any reference to a statute includes, and is deemed to be, a reference to such statute and to the rules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such statute and other such implementing provisions and enforced from time to time, and to any statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions, and any reference to an Order is deemed to be a reference to such Order as the same might be varied, amended, modified, supplemented or replaced from time to time; {W5977534.1}
(k) where the character or amount of any asset or Liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with U.S. GAAP except where the application of such principles is inconsistent with, or step taken limited by, the terms of this Agreement;
(l) if there is any conflict or inconsistency between a provision of the body of this Agreement and that of an Exhibit or a Schedule or any document delivered pursuant to this Agreement, the date that is provision of the reference date in calculating such period shall be excludedbody of this Agreement prevails;
(viim) the term “non-assessable,” when used with respect to any shares, means that no further sums are unless otherwise provided or required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided hereincontext, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case computation of statutes) by succession periods of comparable successor statutestime during which payments are to accrue from a specified date to a later specified date, “from” means “from and including the first specified date” and the words “to” and “until” each mean “to but excluding the later specified date” and “through” means “to and including the later specified date”; and
(xn) whenever any action must be taken hereunder on or by a day that the use of the word “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise; and
(ix) any agreement, instrument references to sums of money are expressed in lawful currency of the United States of America or statute defined or referred the PRC and “$” refers to herein or in any agreement, instrument or statute that is referred U.S. dollars and RMB refers to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayRenMinBi.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule, in this Agreement or question in the Ancillary Agreements, the information and disclosures contained in any Section of intent a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship disclosure of any provision item or other matter in any Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement or in such Disclosure Schedule. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Share Purchase Agreement (Sina Corp)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) no rule of construction against the term “non-assessable,” when used with respect to any shares, means that no further sums are required to draftsperson shall be paid by the holders thereof applied in connection with the issue thereofinterpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by competent counsel and embodies the justifiable expectations of sophisticated parties derived from arms’ length negotiations;
(viii) except as otherwise provided herein, any reference in this Agreement references to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.a Person are also to its successors and permitted assigns;
(ix) any agreement, instrument or statute defined or referred the use of “or” is not intended to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesbe exclusive unless expressly indicated otherwise; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Dayreferences to sums of money are expressed in lawful currency of the United States of America, then such action may be validly taken on or by the next day that is a Business Dayand “$” refers to U.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedule or question of intent or interpretation arisesin this Agreement, no presumption or burden of proof shall arise favoring or disfavoring the information and disclosures contained in any Party by virtue Section of the authorship Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Disclosure Schedule as though fully set forth in such other section to the extent the relevance of such information to such other Section is reasonably apparent. No reference to or disclosure of any provision item or other matter in any Section of this Agreement, including any Section of the Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (are used in this Agreement, they are deemed to be followed by the words “without limiting the generality of the foregoing” unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following itexpressly provided otherwise;
(vd) “or” shall be construed in the inclusive sense of “and/or”;
(e) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which all references herein to “$” or following which any act is dollars shall refer to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedUnited States dollars;
(viig) no specific provision, representation or warranty shall limit the term “non-assessable,” when used with respect to any sharesapplicability of a more general provision, means that no further sums are required to be paid by the holders thereof in connection with the issue thereofrepresentation or warranty;
(viiih) except as otherwise provided hereinit is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such provisions are cumulative;
(i) the phrase “ordinary course of business” shall be deemed to be followed by the words “consistent with past practice” whether or not such words actually follow such phrase;
(j) references to a Person are also to its successors and permitted assigns;
(k) any reference in this Agreement to payment of RMB a date or time shall be made (x) deemed to be such date or time in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the City of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate Los Angeles, California, unless otherwise agreed by the Parties.specified;
(ixl) any agreement, instrument or statute all terms defined or referred to herein or in this Agreement have the defined meanings when used in any agreementcertificate or other document made or delivered pursuant hereto, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesunless otherwise defined therein; and
(xm) whenever any action must be taken hereunder on or by a day that is not a Business Day, then the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such action may be validly taken on or by the next day that is a Business Dayterms.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and The words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafterhereof,” “hereofhereto” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement.
(b) Whenever the words “include,” “includes” or “including” appear, they shall be read to be followed immediately by the words “without limitation” or words having similar import.
(c) Both the word “Dollars” and the symbol “$” mean United States Dollars.
(d) The use of the word “or” is not intended to be exclusive unless otherwise expressly indicated.
(e) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
(f) References to the Preamble or a specific Recital, Article, Section or Exhibit shall refer, respectively, to the Preamble and the specific Recital, Article and Section of and Exhibit to this Agreement.
(g) References to a subdivision in which such words appear unless the context otherwise requires;Person shall also be references to its successors and permitted assigns.
(vih) References to any agreement (including this Agreement), contract, statute, regulation or rule are to the agreement, contract, statute, regulation or rule as amended, modified, supplemented, restated or replaced from time to time (in the case of any agreement or contract, to the extent permitted by the terms thereof), and references to any section of any statute, regulation or rule include any successor to such section.
(i) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(j) All terms defined in this Agreement shall have the defined meanings when calculating the period of time before which, within which used in any certificate or following which any act is to be done other document made or step taken delivered pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as unless otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Partiesdefined therein.
(ixk) any agreement, instrument or statute defined or referred to herein or The parties hereto have participated jointly in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) drafting and negotiating this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party party hereto by virtue of the authorship of any provision of this Agreementhereof.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(f) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which such terms;
(g) references to a Person are also to its successors and permitted assigns;
(h) references to the date of this Agreement or following which any act is the date hereof shall be deemed to be done or step taken pursuant references to this AgreementDecember 7, 2014, the date that is of the reference date in calculating such period shall be excluded;
(vii) Original Agreement, and representations and warranties of the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference parties contained in this Agreement to payment of RMB shall be deemed to be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent as of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment the Original Agreement (or an exchange rate otherwise agreed by a specific month and day where a specific month and day is referenced therein) and shall not be deemed to be made as of the Parties.
date of this Amended and Restated Agreement (ixexcept, in each case, as expressly set forth in Sections 3.01 and 4.01) any agreement, instrument notwithstanding that such representations and warranties may be formulated in or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in use the case of statutes) by succession of comparable successor statutespresent tense; and
(xi) whenever all covenants and agreements of the parties contained in this Agreement shall be deemed to be originally made as of the date of the Original Agreement notwithstanding that such covenants and agreements may be formulated in or use the present tense, and none of the parties to this Agreement shall be deemed to have waived any claim for breach of, failure to perform or non-compliance with any of the covenants or agreements of the other parties contained in this Agreement arising out of any action must be taken hereunder or omission that occurred on or by a day after the date of the Original Agreement and prior to the date of this Agreement to the extent that is not a Business Day, then such action may be validly taken or omission would constitute a breach of, failure to perform or non-compliance with any of the covenants or agreements of the other parties contained in this Agreement if such action or omission occurred on or by after the next day that is a Business Day.
(b) In date of this Agreement, and such other parties shall be be considered in breach of, to have failed to perform, or to have failed to comply with such covenants and agreements to the event an ambiguity same extent as if such breach, failure to perform or question of intent non-compliance occurred on or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of after the authorship of any provision date of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Entercom Communications Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xj) whenever the word “knowledge” with respect to any action must be taken hereunder on or by a day that is not a Business Dayparty hereto shall mean the actual knowledge of such party, then such action may be validly taken on or by without any obligation to investigate the next day that is a Business Daymatter in question.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;”
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the respective meanings defined herein when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiig) except as otherwise provided herein, any reference in this Agreement references to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred a Person are also to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesits successors and permitted assigns; and
(xh) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Sub License, License and Asset Purchase Agreement (Prima BioMed LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this Agreementan Exhibit, the following rules of interpretation an Article or a Section, such reference shall apply:
(i) the provision of be to an Annex, an Exhibit, an Article or a Table of Contents, the division Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereof”, “hereto”, “hereby”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if complete and accurate copies of such documents, materials or information (together with all amendments, modifications, supplements, schedules, annexes and exhibits thereto) were prior to the date hereof (a) available for review by such person and its Representatives through the electronic data room entitled Project ▇▇▇▇▇▇, which is hosted by Intralinks in connection with the Transactions, (b) disclosed in a subdivision SEC Document filed and publicly available, or (c) otherwise actually provided by or on behalf of the Company in writing to Parent, Merger Sub or their Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such words appear phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Contract or Law defined or referred to herein means such Contract or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated, and any Law referred to herein shall be deemed to also refer to all rules and regulations promulgated thereunder. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires;
. References to “ordinary course of business” refers to the ordinary course of business of the applicable person consistent with past practice (vi) when calculating including with respect to quantity and frequency). References to a person are also to its successors and permitted assigns. If the last day of a period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In . Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the event lawful money of the United States of America. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise. Whenever this Agreement requires a Company Subsidiary to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Company Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Company to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. All references herein to “parties” shall be to the parties hereto unless the context shall otherwise require.
Appears in 1 contract
Sources: Merger Agreement (Aegion Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(g) references to a Person are also to its successors and permitted assigns;
(h) references to any documents or other materials or information being “non-assessable,delivered” when used or “made available” to Purchaser means that Seller made such documents available to Purchaser at least two (2) Business Days prior to the date hereof, including any documents, materials or information posted at least two (2) Business Days prior to the date hereof in any electronic data rooms utilized by the Seller and the Purchaser with respect to the transactions contemplated by this Agreement and any sharesdocuments, means that no further sums are required materials or information included in or attached to be paid by the holders thereof in connection Seller SEC Documents filed with or furnished to the issue thereofSEC on or after January 1, 2017 and at least two (2) Business Days prior to the date hereof;
(viiii) except as otherwise provided herein, if any reference in period contemplated by this Agreement expires on a day which is not a Business Day or any event is required by the terms of this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China occur on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that which is not a Business Day, then such action may be validly taken period shall expire or such event shall occur on or by the next day that is a succeeding Business Day.;
(bj) In the event an ambiguity unless expressly indicated otherwise, any reference to “dollar” or question of intent “$” means “U.S. dollar” or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.“US$”;
Appears in 1 contract
Sources: Stock Purchase Agreement (Platform Specialty Products Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Exhibit, or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes”, or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof,” “herein,” “hereinafterhereunder,” “hereof” and “hereunder” words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in and any agreement, instrument instrument, or statute other document that is defined or referred to herein means such Law and (to the extent permitted by the provisions hereof and thereof) such agreement, instrument instrument, or statute other document, respectively, as from time to time-to-time amended, modified modified, or supplemented, including (in the case of statutes) any Law by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns; and
(xi) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Dayintended to be exclusive, then such action may unless expressly indicated otherwise. This Agreement shall be validly taken on construed without regard to any presumption or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent rule requiring construction or interpretation arisesagainst the Party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedule, no presumption or burden of proof the Schedules, and the Exhibits referred to herein shall arise favoring or disfavoring any Party by virtue of be construed with, and as an integral part of, this Agreement to the authorship of any provision of this Agreementsame extent as if they were set forth verbatim herein.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and all references to dates and times shall, except as expressly provided otherwise, mean dates and times in the local time zone of New York City;
(vii) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such Person;
(viii) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes;
(ix) if any payment hereunder would have been, but for this Section 1.3(a)(ix), due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date;
(x) all monetary amounts used herein are denominated in USD unless specifically provided otherwise herein; if the conversion between USD and RMB is necessary for purposes of this Agreement, unless specifically provided otherwise herein, such conversion shall be conducted at the Reference Exchange Rate as of the date of such conversion; and
(xi) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement:
(a) Unless except to the extent otherwise expressly providedprovided or that the context otherwise requires, for purposes of this Agreementwherever used, the following rules singular includes the plural, the plural includes the singular, the use of interpretation any gender shall apply:be applicable to all genders;
(ib) the provision word “or” is used in the inclusive sense (and/or);
(c) the table of a Table of Contents, the division contents and captions of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect in no way define, describe, extend or be utilized limit the scope or intent of this Agreement or the intent of any provision contained in construing or interpreting this Agreement;
(iid) the term “including” or its variations as used herein does not limit the generality of any reference description preceding such term and shall be construed as “including, without limitation”; Exhibit 2.1
(e) the language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party;
(f) unless otherwise specified or where the context otherwise requires,
(i) references in this Agreement to an any Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit toare references to such Article, Section, Schedule or Exhibit of this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred references to herein this “Agreement” are hereby incorporated in and made a part of references to this Agreement as if set forth and all exhibits and schedules hereto;
(ii) references in full hereinany Section to any clause are references to such clause of such Section;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafterhereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not merely to any particular provision of this Agreement; assigns;
(iv) references to a subdivision Person are also to its permitted successors and
(v) references to a Law include any amendment or modification to such Law and any rules, regulations or legally binding guidelines issued thereunder, in which such words appear unless each case, as in effect at the context otherwise requiresrelevant time of reference thereto;
(vi) when calculating the period of time before which, within which or following which any act is references to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred other document in this Agreement refer to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute other document as originally executed or, if subsequently amended, replaced or supplemented from time to time time, as so amended, modified replaced or supplemented, including (supplemented and in effect at the case relevant time of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.reference thereto;
Appears in 1 contract
Sources: Asset and Equity Purchase Agreement (Cytori Therapeutics, Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument or statute Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its permitted successors and assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xj) whenever any action must be taken hereunder on or by a day that is not a Business Dayreferences to this “Agreement” include the Schedules hereto, then such action may be validly taken on or by and all amendments hereto made in accordance with the next day that is a Business Dayprovisions of Section 12.01.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: License and Commercialization Agreement (Emergent BioSolutions Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise; and
(ix) any agreementreferences to sums of money are expressed in lawful currency of the United States of America, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayU.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Disclosure Schedules, in this Agreement or question in the other Transaction Documents, the information and disclosures contained in any Section of intent a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or interpretation arises, no presumption disclosure of EXECUTION COPY any item or burden of proof shall arise favoring or disfavoring other matter in any Party by virtue of the authorship of any provision Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Sale and Purchase Agreement
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versaAgreement;
(ivc) the word table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(d) whenever the words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes), and references to any section of any statute, rule or regulation include any successor to said section;
(g) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(h) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(i) references to a person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) references to monetary amounts are to the lawful currency of the United States; and
(l) words importing the singular include the plural and vice versa, and words importing gender include all genders; and
(m) time before which, periods within which or following which any payment is to be made or act is to be done or step taken pursuant shall, unless expressly indicated otherwise, be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to this Agreement, the date that is next Business Day following if the reference date in calculating such last day of the period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include”, “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(j) an action taken by a Person shall be deemed to have been taken “in the ordinary course” or “in the ordinary course of business” only if such action is (x) whenever consistent with the past practices and is taken in the ordinary course of its normal day-to-day operations in compliance with applicable Laws, and (y) similar in nature and magnitude to actions customarily taken in the ordinary course of its normal day-to-day operations, without any action must be taken hereunder on authorization by its board of directors or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayits shareholder(s).
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Master Purchase Agreement (China Lodging Group, LTD)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following any rules of construction relating to interpretation against the drafter of an agreement shall apply:
(i) the provision of a Table of Contents, the division of not apply to this Agreement into articles, Sections and other subdivisions and are expressly waived by the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreementparties hereto;
(iib) any when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiic) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivd) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(ve) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vif) the words “material” and “materially” and words of similar import, when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to used in this Agreement, are to be understood by reference to the date that is businesses, assets and properties of the reference date in calculating such period shall be excludedCompanies taken as a whole;
(viig) the term words “non-assessableCompany” and “Companies,” when used with respect to any sharesin Article III, means that no further sums are required to be paid by understood as encompassing all of the holders thereof in connection with the issue thereofCompanies taken as a whole;
(viiih) except as otherwise provided herein, any reference all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(i) the definitions contained in this Agreement are applicable to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent the singular as well as the plural forms of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.terms;
(ixj) any agreement, instrument or statute defined or referred references to herein or in any agreement, instrument or statute that is referred a Person are also to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesits successors and permitted assigns; and
(xk) whenever any action must be taken hereunder on or by a day that the use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect References to an “Article,” “Section,” “Exhibit” or be utilized in construing or interpreting this Agreement;
(ii) any reference “Schedule” in this Agreement to an Article, Section, Exhibit or Schedule, such reference is refer to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicatedstated. All The Exhibits and Schedules attached hereto or referred to herein are hereby incorporated in herein and made a part of hereof for all purposes. As used herein, the term “this Agreement as if set forth in full hereinAgreement” includes such Exhibits and Schedules;
(iiib) any reference The captions, headings and arrangements used in this Agreement to gender shall include all gendersare for convenience only and do not in any way affect, and words imparting limit or amplify the singular number only shall include the plural and vice versaprovisions hereof;
(ivc) Whenever the word words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed, whether or any variation thereof means (unless not expressly so stated, by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) As used in this Agreement, the words such as “herein,” “hereinafterhereby,” “hereof,” and “hereunder” ’’ and other words of similar import refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular Article, Section or other portion of this Agreement;
(vie) All terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined in such certificate or other document;
(f) Whenever the period of time before which, within which or following which any act singular number is to be done or step taken pursuant to used in this Agreement, the date that is same will include the reference date in calculating such period shall be excludedplural where appropriate, and vice versa;
(viig) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute Any Law defined or referred to herein or in any agreement, instrument or statute other document that is referred to herein means such agreement, instrument or statute Law as from time to time amended, otherwise modified or supplemented, including (in the case of statutes) by succession of comparable successor laws, statutes, rules or regulations;
(h) References to a Person are also to such Person’s permitted successors and assigns; and
(xi) whenever any action must be taken hereunder on or by a day that The use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Recital, Section, Exhibit or ScheduleExhibit, such reference is to an Article Article, Recital or Section of, or a Schedule or an Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions of terms contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) when any Law referred to herein by its statutory title includes a delegation of authority to an administrative agency to promulgate rules and regulations implementing such Law, any reference to such Law herein by its statutory title means such Law and all such rules and regulations so promulgated;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xk) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by all references to the next day that is a Business Day.
(b) In word “state” include the event an ambiguity or question Commonwealth of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue Puerto Rico and all territories of the authorship of any provision of this AgreementUnited States.
Appears in 1 contract
Sources: Stock Purchase Agreement (Advanced Micro Devices Inc)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) for any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All ; all Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words only imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;; and
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of When a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) The table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference Whenever the words “include”, “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word The words “including” or any variation thereof means (unless the context of its usage otherwise requires) “includinghereof”, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) All terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating The definitions contained in this Agreement are applicable to the period singular as well as the plural forms of time before which, within which or following which any act is such terms;
(vii) References to be done or step taken pursuant a person are also to its successors and permitted assigns;
(viii) References to this Agreement, the date that is Confidentiality Agreement, the Registration Rights Agreement, the Stockholders’ Agreement or the Voting Agreement are deemed to include a reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(xix) whenever any action must be taken hereunder on or by a day that The use of “or” is not a Business Day, then such action may intended to be validly taken on or by the next day that is a Business Dayexclusive unless expressly indicated otherwise.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Exhibit, for purposes of this Agreementan Annex, the following rules of interpretation an Article or a Section, such reference shall apply:
(i) the provision of be to an Exhibit, an Annex, an Article or a Table of Contents, the division Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include,” “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereof,” “hereto,” “hereby,” “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Merger Sub, if such documents, materials or information were (a) available for review by such person and its Representatives through the electronic data room entitled “Project ▇▇▇▇▇,” which is hosted by Intralinks in connection with the Transactions, (b) disclosed in a subdivision SEC Document filed and publicly available, or (c) otherwise provided by or on behalf of the Company in writing to Parent, Merger Sub or their Representatives. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such words appear phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument, or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. All accounting terms used and not defined herein have the respective meanings given to them under GAAP, except to the extent otherwise specifically indicated or that the context otherwise requires;
(vi) when . References to “ordinary course of business” refers to the ordinary course of business of the Company and the Company Subsidiaries, taken as a whole, consistent with past practice. References to a person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day.
(b) In . Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the event lawful money of the United States of America. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of the provisions of this Agreement. References to “days” shall mean “calendar days” unless expressly stated otherwise.
Appears in 1 contract
Sources: Merger Agreement (Bojangles', Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) “fully-diluted” or any variation thereof means all of the issued and outstanding Shares, treating the maximum number of Shares issuable under any issued and outstanding Convertible Securities (including the Warrants) and all Shares reserved under the employee equity incentive plans of the Company as issued and outstanding;
(viii) “as-converted” or any variation thereof means that all Convertible Securities are deemed to have been converted into Ordinary Shares, provided that solely for the purposes of calculating the voting power on an as-converted basis, any Preferred Shares Beneficially Owned by any Principal shall be deemed to be converted into Class A Ordinary Shares (and not to be further converted into Class B Ordinary Shares);
(ix) references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant Person, consistent in all material respects (including nature and scope) with the prior practice of such Person;
(x) references to “writing,” “written” and comparable expressions include any mode of reproducing words in a legible and non-transitory form including emails and faxes, provided the sender complies with the provisions of Section 8.9.
(xi) if any payment hereunder would have been, but for this Section 1.2(a)(xi), due and payable on a date that is not a Business Day, then such payment shall instead be due and payable on the first Business Day after such date;
(xii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;; and
(viiixiii) except as otherwise provided hereinif the conversion to USD of any amount expressed in another currency is necessary for the purposes of this Agreement, any reference in this Agreement to payment of RMB such conversion shall be made conducted at (x) in offshore the case of a conversion from RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at to USD, the RMB:USD middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
or, (ixy) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) a conversion from any other currency to USD, the exchange rate last published by succession the Wall Street Journal (or its successor publication), in each case of comparable successor statutes; and
(x) whenever any action must and (y), as of the time at which such conversion is to be taken hereunder on or by a day that made (or, if another time is not a Business Dayspecified, then as of such action may be validly taken on or by the next day that is a Business Dayother time).
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Shareholder Agreement (Xpeng Inc.)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto or referred to herein are hereby incorporated in and made a part headings of this Agreement as if set forth are for reference purposes only and do not affect in full hereinany way the meaning or interpretation of this Agreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise; and
(ix) any agreementreferences to sums of money are expressed in lawful currency of the United States of America, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayU.S. dollars.
(b) In Notwithstanding anything to the event an ambiguity contrary contained in the Company Disclosure Schedule or question of intent or interpretation arisesin this Agreement, no presumption or burden of proof shall arise favoring or disfavoring the information and disclosures contained in any Party by virtue Section of the authorship Company Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Company Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or disclosure of any provision item or other matter in any Section of this Agreement, including any Section of the Company Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
(c) Notwithstanding anything to the contrary contained in the Parent Disclosure Schedule or in this Agreement, the information and disclosures contained in any Section of the Parent Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of the Parent Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information. No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of the Parent Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no such reference to or disclosure of a possible breach or violation of any Contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Sources: Merger Agreement (Davita Inc)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) references to any statutory provision or any rule or regulation (whether or not having the force of Laws) shall be construed as references to the same as amended, varied, modified, consolidated or re-enacted from time to time and to any subordinate legislation made under such statutory provision;
(vii) references to any agreement or instrument shall be construed as references to the same as amended, supplemented or novated from time to time; and
(viii) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (iClick Interactive Asia Group LTD)
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Exhibit, Appendix or Schedule, such reference is to an Article or Section of, or a Schedule Schedule, Appendix or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole (including the Exhibits and Schedules hereto) and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such words appear terms and, except as otherwise expressly provided or unless the context otherwise requires;
(vi) when calculating the period of time before which, within which any noun or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period pronoun shall be excludeddeemed to cover all genders;
(vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereofits successors and permitted assigns;
(viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.exclusive unless expressly indicated otherwise;
(ix) any agreement, instrument or statute Law defined or referred to herein in this Agreement or in any agreement, instrument or statute that is referred to herein means Ancillary Agreement shall mean such agreement, instrument or statute Law as from time to time amended, modified or supplementedupdated, modified, supplemented and superseded, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on Law and references to all attachments thereto and instruments incorporated therein and the rules applicable thereto, to the extent such amendment, update, modification, supplement or superseding Law is applicable to the transactions contemplated by a day that is not a Business Day, then such action may be validly taken on or by this Agreement and the next day that is a Business DayAncillary Agreements.
(b) In The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.
(c) Except as otherwise set forth herein, wherever a conflict exists between this Agreement and any other Contract, agreement or other instrument (including any Ancillary Agreement), this Agreement shall control but solely to the extent of such conflict.
Appears in 1 contract
Sources: Business Combination Agreement (Platform Specialty Products Corp)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Annex or Schedule, such reference is to an Article or Section of, or a an Annex or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation include any successor to said section;
(f) all terms defined in this Agreement have the defined meanings when calculating used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(g) the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(h) references to a person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(j) references to monetary amounts are to the lawful currency of the United States;
(k) words importing the singular include the plural and vice versa and words importing gender include all genders;
(l) time before which, is of the essence in the performance of the parties’ respective obligations; and
(m) time periods within which or following which any payment is to be made or act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) calculated by excluding the term “non-assessable,” when used with respect day on which the period commences and including the day on which the period ends and by extending the period to any shares, means that no further sums are required to be paid by the holders thereof in connection with next Business Day following if the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment last day of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Accredited Home Lenders Holding Co)
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this AgreementExhibit, the following rules of interpretation Article or Section, such reference shall apply:
(i) the provision of a Table of Contentsbe to an Annex, the division Exhibit, Article or Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereinhereof,” “hereinafterhereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room (the “Data Room”) entitled “Project LYNX DR,” which is hosted by ▇▇▇▇▇▇▇ Datasite (▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) in connection with the Transactions or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the Agreement Date. The term “or” is not exclusive. 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 definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a subdivision in which such words appear unless the context otherwise requires;
(vi) when person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then the period shall end on the immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References to “days” shall mean “calendar days” unless expressly stated otherwise. No specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty. It is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall be given full, separate, and independent effect and that such action may provisions are cumulative. The phrase “ordinary course of business” shall be validly taken on or deemed to be followed by the next day that is words “consistent with past practice” whether or not such words actually follow such phrase. Any reference in this Agreement to a Business Daydate or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.
(b) In Each of the event Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the provisions of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Arctic Cat Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Article or Section, Exhibit or Schedule, such reference is to an Article or Section of, of this Agreement;
(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or a Schedule interpretation of this Agreement;
(c) whenever the words “include,” “includes” or Exhibit to, “including” are used in this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they are deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full hereinbe followed by the words “without limitation”;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(ivd) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) when calculating the period of time before which, within which or following which any act is references to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument instrument, statute, rule or statute defined or referred regulation are to herein or in any the agreement, instrument instrument, statute, rule or statute that is referred to herein means such agreementregulation as amended, instrument modified, supplemented or statute as replaced from time to time amended, modified or supplementedtime, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein (and, in the case of statutes, include any rules and regulations promulgated under the statute);
(f) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(g) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms;
(h) references to a Person are also to its successors and permitted assigns;
(i) except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”;
(j) all uses of currency or the symbol “$” in this Agreement refer to U.S. dollars; and
(xk) whenever any action must be taken hereunder on where this Agreement states that a Party “shall,” “will” or by a day “must” perform in some manner, it means that the Party is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of legally obligated to do so under this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall apply:
extent otherwise provided or that the context otherwise requires: (i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ; (ii) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full herein;
Agreement; (iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
“without limitation”; (iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement; (v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless the context otherwise requires;
defined therein; (vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
terms; (vii) the term “non-assessable,” when used with respect references to any shares, means that no further sums a Person are required also to be paid by the holders thereof in connection with the issue thereof;
its successors and permitted assigns; (viii) except as otherwise provided herein, any reference in this Agreement the use of “or” is not intended to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
exclusive unless expressly indicated otherwise; and (ix) any agreementreferences to sums of money are expressed in lawful currency of the United States of America, instrument or statute defined or referred and “$” refers to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayU.S. dollars.
(b) In Notwithstanding anything to the event contrary contained in the Disclosure Schedule, in this Agreement or in the Ancillary Agreements, the information and disclosures contained in any Section of a Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Section of such Disclosure Schedule as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on the face of such information or disclosure (in either case, regardless of the absence of an ambiguity express reference or question cross-reference in a particular Section of intent the Agreement or interpretation arisesa particular Section of the Seller’s Disclosure Schedule). No reference to or disclosure of any item or other matter in any Section of this Agreement, including any Section of a Disclosure Schedule, shall be construed as an admission or indication that such item or other matter is material or that such item or other matter is required to be referred to or disclosed in this Agreement. Without limiting the foregoing, no presumption such reference to or burden disclosure of proof shall arise favoring a possible breach or disfavoring any Party by virtue of the authorship violation of any provision Contract, Law or Governmental Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred. The disclosure of any matter in any Section of a Disclosure Schedule is not to be treated as constituting or implying any representation, warranty, assurance or undertaking by any Seller Party not expressly set out in this Agreement, nor to be treated as adding to, limiting or extending the scope of any Seller Party’s representations or warranties in the Agreement.
(c) Any Contract or other information required to be made available hereunder by the Seller shall have been made available in the Skydrive dataroom established by the Seller in connection with the transactions contemplated hereby for which Purchaser has been provided full access at least two (2) Business Days prior to the execution of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or as the context otherwise requires: (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement is made herein to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ; (b) the table of contents and Schedules hereto or referred to headings herein are hereby incorporated for reference purposes only and do not affect in and made a part any way the meaning or interpretation of this Agreement as if set forth in full herein;
Agreement; (iiic) any reference in this Agreement to gender shall include all genders, and whenever the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “include,” “includes” or “including” or any variation thereof means (unless are used herein, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to ”; (d) the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used herein, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period any particular provision of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement; (e) all terms defined herein have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, the date that is the reference date in calculating such period shall be excluded;
unless otherwise defined therein; (viif) the term “non-assessable,” when used with respect definitions contained herein are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent plural forms of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
terms; (ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws; and
(xh) whenever any action must be taken hereunder on agreement referenced herein means such agreement as amended, supplemented or by a day that is not a Business Day, then such action may be validly taken on or modified from time to time to the extent permitted by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of provisions thereof and this Agreement; and (i) references to a Person are also to its successors and permitted assigns.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents, titles and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include,” “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(g) references to a Person are also to its successors and permitted assigns;
(h) references to dollars or $ shall, unless otherwise stated herein, be to the legal currency of the United States;
(i) the terms “non-assessableprovided,” “made available” and similar expressions, when used with respect reference to any sharesdocuments or other materials provided or made available to Buyer, means that no further sums are required refer to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement all documents and other materials copies of which have been made accessible to payment of RMB shall be made Buyer or its representatives (x) in offshore RMB funds raised from legitimate sources not less than three (3) Business Days prior to the date hereof through the data room, or (y) in US$ being an equivalent Section 1.03(i) of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesDisclosure Schedule; and
(xj) whenever any action must be taken hereunder on the words “day” or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of “days” are used in this Agreement, they are deemed to refer to calendar days unless expressly stated to be Business Days.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to any sharesShares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;; and
(viii) except as otherwise provided herein, any reference in this Agreement to payment $ or US$ means U.S. dollars, the lawful currency of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business DayUnited States.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of a Table of Contents, the division of this Agreement into articlesArticles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;
(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;; and
(vii) if the term “non-assessable,” when used with respect to any sharesconversion between USD and RMB is necessary for the purposes of this Agreement, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise unless specifically provided hereinotherwise, any reference in this Agreement to payment of RMB such conversion shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated conducted at the USD:RMB middle exchange rate last published by China Foreign Exchange Trade System under the authorization of the People’s Bank of China on as of the date of that is five (5) Business Days prior to the date the relevant payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred calculation is to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Daymade.
(b) In The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Momo Inc.)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iiib) any reference in the table of contents and headings for this Agreement to gender shall include all genders, are for reference purposes only and words imparting do not affect in any way the singular number only shall include the plural and vice versameaning or interpretation of this Agreement;
(ivc) whenever the word words “include”, “includes” or “including” or any variation thereof means (unless are used in this Agreement, they are deemed to be followed by the context of its usage otherwise requires) words “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it”;
(vd) the words such as “hereof”, “herein,” “hereinafter,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ixg) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(h) references to a Person are also to its successors and permitted assigns;
(i) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(xj) whenever any action must be taken hereunder on or the parties hereto agree that they have been represented by a day that is not a Business Daycounsel during the negotiation and execution of this Agreement and therefore, then such action may be validly taken on or by waive the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship application of any provision Law, holding or rule of this Agreementconstruction that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for purposes of In this Agreement, except to the following rules of interpretation shall applyextent otherwise provided or that the context otherwise requires:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(ii) the section headings for this Agreement are for reference purposes only and Schedules hereto do not affect in any way the meaning or referred to herein are hereby incorporated in and made a part interpretation of this Agreement as if set forth in full hereinAgreement;
(iii) any reference whenever the words “include,” “includes” or “including” are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa“without limitation”;
(iv) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision any particular provision of this Agreement;
(v) all terms defined in which such words appear this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless the context otherwise requiresdefined therein;
(vi) when calculating the period definitions contained in this Agreement are applicable to the singular as well as the plural forms of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedterms;
(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute Law defined or referred to herein or in any agreement, agreement or instrument or statute that is referred to herein means such agreement, instrument Law or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutesLaws;
(viii) references to a Person are also to its successors and permitted assigns;
(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question references to sums of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue money are expressed in lawful currency of the authorship of any provision of this AgreementMalaysian Federation, unless otherwise stated, and “RM” refers to Malaysian Ringgit.
Appears in 1 contract
Interpretation and Rules of Construction. (a) Unless otherwise expressly provided, for the purposes of this Agreement, Agreement the following rules of interpretation shall apply:
(ia) the provision The table of a Table of Contents, the division of contents and headings contained in this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;.
(iib) any When a reference is made in this Agreement to an Articlearticle or a section, Sectionparagraph, Exhibit exhibit or Scheduleschedule, such reference is shall be to an Article or Section of, article or a Schedule section, paragraph, exhibit or Exhibit to, schedule of this AgreementAgreement unless otherwise clearly indicated to the contrary.
(c) Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation."
(d) The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all gendersstated, and words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;any particular provision of this Agreement.
(vie) when calculating Unless otherwise indicated, all references to "the period date hereof" shall mean the date of time before whichthis Agreement.
(f) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, within which and words denoting any gender shall include all genders. Where a word or following which phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(g) A reference to "$," "U.S. dollars" or "dollars," shall mean the legal tender of the United States of America.
(h) A reference to any act is legislation or to be done any provision of any legislation shall include any amendment to, and any modification or step taken re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant to thereto.
(i) Except as otherwise expressly stated in this Agreement, the date that is the reference date nothing in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect to or addressed by any shares, means that no further sums are required to be paid representation or warranty made by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference Person in this Agreement to payment shall in any way limit or restrict the scope, applicability, meaning of RMB shall be or the matters addressed by any other representation or warranty made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of by such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the PartiesPerson herein.
(ixj) A reference to any agreement, instrument or statute defined or referred period of days shall be deemed to herein or in any agreement, instrument or statute that is referred be to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case relevant number of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Daycalendar days unless otherwise specified.
(bk) The parties have been represented by counsel and have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision provisions of this Agreement.
Appears in 1 contract
Sources: Business Separation and Merger Agreement (Coca Cola Co)
Interpretation and Rules of Construction. (a) Unless otherwise expressly providedWhen a reference is made in this Agreement to an Annex, for purposes of this AgreementExhibit, the following rules of interpretation Article or Section, such reference shall apply:
(i) the provision of a Table of Contentsbe to an Annex, the division Exhibit, Article or Section of this Agreement into articlesunless otherwise indicated. The table of contents, Sections index of defined terms and other subdivisions and the insertion of headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or be utilized in construing or interpreting interpretation of this Agreement;
(ii) any reference . Whenever the words “include”, “includes” or “including” are used in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred they shall be deemed to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;
(iii) any reference in this Agreement to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa;
(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation.” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) The words such as “hereinhereof,” “hereinafterhereto,” “hereofhereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not merely to any particular provision of this Agreement. Documents, materials and information are deemed to have been “made available” to Parent and Purchaser, if such documents, materials or information were available for review by such person and its Representatives through the electronic data room (the “Data Room”) entitled “Project Weston Pre-LOI Data Room,” which is hosted by Mirus Securities, Inc. in connection with the Transactions or disclosed in a SEC Report filed and publicly available, in each case, at least two (2) Business Days prior to the Agreement Date. The term “or” is not exclusive. 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 definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a subdivision in which such words appear unless the context otherwise requires;
(vi) when person are also to its successors and permitted assigns. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) , and if the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent last day of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by a day that period is not a Business Day, then such action may be validly taken the period shall end on or by the next day that is a immediately following Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. References to “days” shall mean “calendar days” unless expressly stated otherwise. Any reference in this Agreement to a date or time shall be deemed to be such date or time in the time zone in which Boston, Massachusetts is located, unless otherwise specified.
(b) In Each of the event Parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of the provisions of this Agreement.
Appears in 1 contract
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a an Exhibit or Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits ;
(b) the table of contents and Schedules hereto or referred headings for this Agreement are for reference purposes only, are for convenience only and not deemed to herein are hereby incorporated in and made be a part of this Agreement as if set forth and do not affect in full hereinany way the meaning or interpretation of this Agreement;
(iiic) any reference whenever the words "include," "includes" or "including" are used in this Agreement Agreement, they are deemed to gender shall include all genders, and be followed by the words imparting the singular number only shall include the plural and vice versa"without limitation";
(ivd) the word “including” or any variation thereof means (unless the context words "hereof," "herein" and "hereunder" and words of its usage otherwise requires) “includingsimilar import, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requiresany particular provision of this Agreement;
(vie) all terms defined in this Agreement have the defined meanings when calculating the period of time before whichused in any certificate or other document made or delivered pursuant hereto, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedunless otherwise defined therein;
(viif) the term “non-assessable,” when used with respect definitions contained in this Agreement are applicable to any shares, means that no further sums are required to be paid by the holders thereof in connection with singular as well as the issue thereofplural forms of such terms;
(viiig) except reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as otherwise provided hereinamended or modified and in effect from time to time in accordance with the terms thereof, and, if applicable, the terms hereof;
(h) references to a Person are also to its permitted successors and assigns;
(i) reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
(j) the use of "or" is not intended to be exclusive, unless expressly indicated otherwise; and
(k) when a reference is made in this Agreement to payment a U.S. Law concept or a U.S. Governmental Authority, such reference shall be deemed and interpreted as a reference to a corresponding concept or authority or semi-public administrative body under a corresponding foreign jurisdiction Law in those cases in which the reference relates to a Person falling under such foreign jurisdiction and in which such interpretation is required to economically approximate the intention of RMB this Agreement, and such interpretation shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at line with the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplementedrespective foreign Law, including (those cases in the case of statutes) by succession of comparable successor statutes; and
(x) whenever any action must be taken hereunder on or by which an explicit reference is made in this Agreement to a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Dayspecific foreign Law in italics.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Baldwin Technology Co Inc)
Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) the provision of when a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;
(ii) any reference is made in this Agreement to an Article, Section, Exhibit Section or ScheduleExhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement, Agreement unless otherwise indicated. All Exhibits ;
(b) the table of contents and Schedules hereto headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;
(c) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation” unless the context expressly provides otherwise;
(d) the words “made available” in this Agreement shall mean that the item referred to herein are hereby incorporated in and has been (i) with respect to those items “made a part available” to Parent, has been provided to Parent prior to the date of this Agreement as if set forth by being posted in the electronic data room established by the Company, to which Parent and its Representatives have been provided full hereinaccess, is a SEC Document of the Company filed prior to the date of this Agreement or otherwise delivered, provided or made available to a Parent Party or any of its respective Representatives and (ii) with respect to those items “made available” to the Company, has been provided to the Company prior to the date of this Agreement by being posted in the electronic data room established by Parent, to which the Company and its Representatives have been provided full access, is a SEC Document of Parent filed prior to the date of this Agreement or otherwise delivered, provided or made available to a Company Party or any of its respective Representatives;
(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;
(ive) the word words “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;
(v) words such as “hereinhereof,” “hereinafter,” “hereofherein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless any particular provision of this Agreement, except to the context extent otherwise requiresspecified;
(vif) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;
(vii) the term “non-assessable,” when used with respect references to any sharesstatute, means that no further sums rule or regulation are required to be paid by the holders thereof in connection with the issue thereof;
(viii) except statute, rule or regulation as otherwise provided hereinamended, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources modified, supplemented or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.
(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as replaced from time to time amended(and, modified or supplemented, including (in the case of statutes, include any rules and regulations promulgated under the statute) by succession and to any section of comparable any statute, rule or regulation include any successor statutesto the section;
(g) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;
(h) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(i) references to a Person are also to its successors and permitted assigns;
(j) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(k) all uses of currency or the symbol “$” in this Agreement refer to U.S. dollars, unless otherwise indicated; and
(xl) whenever any action must the terms and language of this Agreement are the result of negotiations between the Parties and their respective advisors and, as a result, there shall be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.
(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof that any ambiguities in this Agreement shall arise favoring or disfavoring be resolved against any Party by virtue of the authorship of any provision Party. Any controversy over construction of this AgreementAgreement shall be decided without regard to events of authorship or negotiation.
Appears in 1 contract
Sources: Master Transaction Agreement (MGM Growth Properties Operating Partnership LP)