Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;” (vii) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. (b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions). (c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder. (d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities. (e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement. (f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day. (g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 5 contracts
Sources: Employee Matters Agreement (BBX Capital Florida LLC), Employee Matters Agreement (BBX Capital Corp), Employee Matters Agreement (BBX Capital Florida LLC)
Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: :
(i) (A) words of any gender include each other gender and neuter neutral form; (iiB) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (ivC) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (vD) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure Schedule” refer to the specified Article, Section, Annex, Exhibit, Schedule or Schedule, as the case may be, Disclosure Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, clauses of the section or subsection in this Agreement in which the reference occurs; (viE) the words word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
,” and (viiF) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(bii) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).;
(ciii) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.; and
(div) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(eb) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party intent and its attorneys have reviewed and participated in the drafting of this Agreement and that any no rule of strict construction to the effect that shall be applied against any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreementparty hereto.
(fc) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.
(gd) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”
(e) All accounting terms used herein and not expressly defined herein monetary figures shall have the meanings given to them under GAAP be in United States dollars unless the context otherwise requiresspecified.
Appears in 5 contracts
Sources: Employee Matters Agreement, Employee Matters Agreement (Interval Leisure Group, Inc.), Separation Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Interpretation; Construction. (a) Unless the context of this Agreement otherwise requires: :
(ia) (A) words of any gender include each other gender and neuter form; (iiB) words using the singular or plural number also include the plural or singular number, respectively; (iiiC) derivative forms of defined terms will have correlative meanings; (ivD) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (vE) the terms “Article,” “Section,” “Annex,” “Exhibit,” and “Schedule” refer to the specified Article, Section, Annex, Exhibit or Schedule, as the case may be, Schedule of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, clauses of the section or subsection in this Agreement in which the reference occurs; (viF) the words word “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
,” and (viiG) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).;
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.; and
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contractan agreement, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.
(g) The word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”
(h) The term “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(i) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
(j) All monetary figures shall be in United States dollars unless otherwise specified.
Appears in 3 contracts
Sources: Employee Matters Agreement (Cogint, Inc.), Employee Matters Agreement (Red Violet, Inc.), Employee Matters Agreement (Cogint, Inc.)
Interpretation; Construction. (a) Unless the context of this Agreement Except as otherwise requiresexpressly provided herein: (i) words in instances in which a word or phrase is defined herein, each of any gender include each the other gender and neuter formgrammatical forms of such word or phrase, respectively, has a correlative meaning; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or words of import similar words to any of the foregoing are to be construed to refer to this entire Agreement as a whole and not to any particular provision of this Agreement; (viii) the terms a reference herein to an “Article,” “Section,” and “paragraph,” “Exhibit,” “Schedule,” refer to the specified Article, Sectionpreamble, or Schedulerecital is a reference to an article, as the case may besection, of this Agreement and references to “paragraphs” paragraph, exhibit, schedule, preamble, or “clauses” shall be to separate paragraphs or clausesrecital, respectively, of the section or subsection in to this Agreement in which the reference occursAgreement; (viiv) the words “include,” “includes,” and “including” shall be as used herein are deemed to be followed by the phrase words “without limitation;”
” and the canon of construction ejusdem generis is not to be applied with respect to the construction thereof; (viiv) the word term “or” shall be disjunctive but not exclusive; (viii) 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;Dollars” and the symbol “$” mean United States dollars; and (ixvi) all accounting terms used herein and not defined herein have the terms “writing,” “written” and comparable terms refer respective meanings given to printing, typing and other means of reproducing words (including electronic media) in a visible formthem under GAAP.
(b) Unless the context of this Agreement otherwise requiresexpressly provided herein: references (i) any reference to Contracts a Contract (including this Agreement) and all other documents or Laws shall be deemed to include references contractual instruments is a reference to such Contract or Law instrument (including all exhibits, schedules, annexes, indices, appendices, and other attachments thereto) as amended, restated, supplemented the same might be amended or otherwise modified from time to time in accordance with its terms and the terms hereofthereof; except that the rule of construction set forth in this clause (i) does not apply to Contracts that are listed or that are required to be listed in any Disclosure Schedule; and (ii) any reference to a Law is a reference to all statutory and regulatory provisions consolidating, as applicableamending, and in effect at any given time (andreplacing, in the case of any supplementing, or interpreting such Law, to any successor provisions).
(c) Unless If a Person has an obligation hereunder to not permit or to not cause an Entity from taking a specified action, then: (i) to the context extent that such Person is capable of this Agreement otherwise requiresexercising control of such Entity with respect to such specified action or with respect to the actions of such Entity generally, references such Person is deemed to any federalhave a concurrent obligation to cause such Entity to cease taking such specified action (if applicable) and to refrain from taking such specified action; and (ii) to the extent that such Person is not capable of exercising control of such Entity with respect to such specified action, statesuch Person is deemed to have an obligation not to vote or consent to an action that is inconsistent with such obligation (as if such Person were capable of exercising control of such Entity with respect to such specified action). If a Person has an obligation hereunder to cause an Entity to take a specified action, localthen, to the extent that such Person is not capable of exercising control of such Entity with respect to such specified action, such Person is deemed to have an obligation not to vote or foreign statute or Law shall include all regulations promulgated thereunderconsent to an action that is inconsistent with such obligation (as if such Person were capable of exercising control of such Entity with respect to such specified action).
(d) Unless the context of this Agreement otherwise requires, references The term “control,” as used with respect to any Person include references Person, means the power to direct the management and policies of such Person’s successors and permitted assigns, and in directly or indirectly, whether through the case ownership of any Governmental Authorityvoting Securities, to any Person succeeding to its functions and capacitiesby Contract, or otherwise.
(e) The language used in this Agreement shall be deemed Except as otherwise provided herein, if a Party is expressly or impliedly entitled to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, exercise discretion hereunder or any similar rule operating against rights hereunder, then such Party is permitted to exercise such discretion and rights in such Party’s sole discretion, without considering the drafter interests of a Contract, shall not be applicable to the construction or interpretation of this Agreementany other Person.
(f) Whenever The Parties have participated jointly in the negotiation and drafting hereof, and any rule of construction or interpretation otherwise requiring this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken construed or given on or interpreted against any Party by a particular day, and such day virtue of the authorship hereof is not a Business Day, then such action may be deferred until to affect the next Business Dayconstruction and interpretation hereof.
(g) All accounting terms used herein Each Party acknowledges that the recitals are included for informational purposes and do not expressly defined herein shall have constitute part of the meanings given agreement between the Parties (other than with respect to them under GAAP unless setting forth certain definitions). Without limiting the context otherwise requiresgenerality of the immediately foregoing sentence, the inclusion of the recitals do not constitute representations or acknowledgments by any Party that any of the circumstances described in the recitals exists, existed, or will exist or that any of the events in the recitals has occurred or will occur. The foregoing sentences set forth in this Section 8.13(g) will not limit or modify any representation or acknowledgment that any Party is making hereunder.
(h) With respect to each Contract to which any Company Entity is a party (or by which any assets of any Company Entity are bound) for which payments are not or are not required to be paid in Dollars, such payments or required payments are to be calculated in a manner consistent with GAAP. For purposes of determining the applicability of the Dollar thresholds set forth in Section 7.3, the amount of Losses incurred other than in Dollars are to be calculated in a manner consistent with the manner in which such Losses would be recorded on the consolidated balance sheet of the Indemnified Party with respect to such Loss if prepared in accordance with GAAP, consistent with past practices.
Appears in 3 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (SFX Entertainment, INC), Stock Purchase Agreement (SFX Entertainment, INC)
Interpretation; Construction. (a) The headings contained in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the context of this Agreement otherwise clearly requires: , (ia) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of references made in this Agreement and references to “paragraphs” a Section or “clauses” Article shall be to separate paragraphs a Section or clausesArticle, respectively, of this Agreement, (b) references to the section plural include the singular, and references to the singular include the plural, (c) words used herein, regardless of the gender specifically used, shall be deemed and construed to include any other gender, masculine, feminine or subsection in this Agreement in which neuter, as the reference occurs; context requires, (vid) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the phrase words “without limitation;”
,” (viie) the word terms “orhereof,” shall be disjunctive but “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not exclusive; to any particular provision of this Agreement, (viiif) the phrase terms “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;day” and “days” mean and refer to calendar day(s), (ixg) the terms “year” and “years” mean and refer to calendar year(s), (h) the term “dollar” or “$” means lawful currency of the United States, (i) the terms “writing,” ”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
, (bj) references to any Person include the successors and permitted assigns of that Person and (k) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless the context of otherwise set forth herein, any reference in this Agreement otherwise requires: references to Contracts (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other documents attachments thereto, (B) includes all documents, instruments or Laws shall be deemed agreements issued or executed in replacement thereof and (C) means, subject to include references to the other terms of this Agreement, such Contract document, instrument or Law agreement, or replacement or predecessor thereto, as amended, restated, modified or supplemented or modified from time to time in accordance with its terms and the terms hereofin effect at any given time, and (ii) a particular law or statute means such law or statute as applicableamended, modified, supplemented or succeeded, from time to time and in effect at any given time (andtime, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include and all rules and regulations promulgated thereunder.
(d) Unless . The parties have participated jointly in negotiating and drafting this Agreement. In the context event that an ambiguity or a question of this Agreement otherwise requiresintent or interpretation arises, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent. The Parties acknowledge that each Party parties, and its attorneys have reviewed and participated in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the drafting authorship of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation provision of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Stockholders Agreement (Biotest AG), Stockholders Agreement (Adma Biologics, Inc.)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer not any particular section or article in which such words appear and any reference to the specified Articlea Law shall include any rules and regulations promulgated thereunder, Section, or Schedule, as the case may be, of and any reference to any Law in this Agreement and references shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “paragraphswholly-owned Subsidiary” or “clauseswholly-owned Subsidiaries” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to such Contract be held by a director or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisionsnominee).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Merger Agreement (Pcm, Inc.), Merger Agreement (Insight Enterprises Inc)
Interpretation; Construction. (a) Unless the context The table of this Agreement otherwise requires: (i) words contents and headings herein are for convenience of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular numberreference only, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, do not constitute part of this Agreement and references shall not be deemed to “paragraphs” limit or “clauses” otherwise affect any of the provisions of this Agreement. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to separate paragraphs an Article or clausesSection of, respectivelyor an Exhibit to, of the section or subsection in this Agreement in which the reference occurs; (vi) Agreement, unless otherwise indicated. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation;”
(vii) the word .” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” shall be disjunctive but is not exclusive; (viii) . 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;.” All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined, or except as otherwise provided, therein. Words in this Agreement describing the singular number shall be deemed to include the plural and vice versa, and words in this Agreement denoting any gender shall be deemed to include all genders. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and (ix) “$” will be deemed references to the terms lawful money of the United States of America. When used in Sections 4.1, 5.1, 6.2 and 7.4, the term “writing,material” “written” shall be construed as referring to being material to the Company and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in its Subsidiaries taken as a visible formwhole.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including The parties have participated jointly in negotiating and drafting this Agreement) and other documents . In the event that an ambiguity or Laws shall be deemed to include references to such Contract a question of intent or Law as amendedinterpretation arises, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent. The Parties acknowledge that each Party parties, and its attorneys have reviewed and participated in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the drafting authorship of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation provision of this Agreement.
(fc) Whenever Each party to this Agreement refers has or may have set forth information in its respective Disclosure Letter in a section of such Disclosure Letter that corresponds to the section of this Agreement to which it relates. The fact that any item of information is disclosed in a number of days, Disclosure Letter to this Agreement shall not be construed to mean that such number shall refer to calendar days unless Business Days are specified. If any action information is required to be taken or given on or disclosed by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Daythis Agreement.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Merger Agreement (Elevate Credit, Inc.), Merger Agreement (Elevate Credit, Inc.)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement Article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;,” the words “shall” and “will” denote a directive and obligation (ix) and not an option), the terms use of the words “writingor,” “writteneither” and “any” shall not be exclusive (and the phrase “and/or,” where used, is used for emphasis only), any reference to “writing” or comparable terms refer expressions includes a reference to printing, typing and other email or comparable means of reproducing words (including electronic media) communication, any reference to a Law shall include any rules and regulations promulgated thereunder, and shall mean such Law as from time to time amended, modified or supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a visible form.
(b) Unless the context “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws a Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to such Contract be held by a director or Law as amendednominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, restatedinclude documents filed or furnished by the Company with the SEC or uploaded to the virtual data room hosted by Intralinks titled Project Bullseye at least twenty-four (24) hours prior to the date hereof. The word “day,” unless otherwise indicated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be refer to a calendar day. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. If the language chosen by last day for the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in giving of any notice or the drafting performance of any act required or permitted under this Agreement and is a day that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then the time for the giving of such notice or the performance of such action may shall be deferred until extended to the next succeeding Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Merger Agreement (Streamline Health Solutions Inc.), Merger Agreement (Streamline Health Solutions Inc.)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) time amended, modified or supplemented and other documents to any rules or Laws regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to such Contract be held by a director or Law as amendednominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Subs, restatedinclude documents provided directly to Parent’s legal counsel, supplemented filed or modified from time to time in accordance furnished by the Company with its terms and the terms hereof, as applicable, and in effect at any given time (and, SEC or in the case of any Law, to any successor provisions).
virtual data room titled “Project Vista” located at Intralinks (cthe “Virtual Data Room”) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction at least 24 hours prior to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreementdate hereof.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Vacasa, Inc.), Agreement and Plan of Merger (Vacasa, Inc.)
Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Schedules and Exhibits to this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires.
(b) For purposes of this Agreement: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and or “including” shall be deemed to be followed by the phrase “without limitation;”
; (viiii) the word “orhereof,” “herein”, “hereby”, “hereto” and “hereunder” shall be disjunctive but refer to this Agreement as a whole and not exclusiveto any particular provision of this Agreement; (viiiiii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if;”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” is used in the inclusive sense of “and/or”; (ix) the terms “writing,” “written” and comparable terms refer reference to printingany agreement, typing and other document or instrument means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents such agreement, document or Laws shall be deemed to include references to such Contract or Law instrument as amended, restated, supplemented or and modified in effect from time to time in accordance with its terms terms; (x) “Transferred”, “Transferring” and “Transferee” shall each have a correlative meaning to the terms hereof, as applicable, term “Transfer”; and in effect at any given time (and, in the case of any Law, xi) reference to any Law means such Law as amended from time to time and includes any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to legislation thereto and any federal, state, local, or foreign statute or Law shall include all rules and regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Framework Agreement (Latam Airlines Group S.A.), Framework Agreement (Delta Air Lines, Inc.)
Interpretation; Construction. (a) Unless the context of The term "Agreement" means this Agreement otherwise requires: (i) together with all Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The use in this Agreement of the term "including" means "including, without limitation," the words "herein," "hereof," "hereunder," "hereby," "hereto," "hereinafter," and other words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words import refer to this entire Agreement; (v) Agreement as a whole, including the terms “Article,” “Section,” Schedules and “Schedule” refer Exhibits, as the same may from time to the specified time be amended, modified, supplemented or restated, and not to any particular Article, Section, subsection, paragraph, subparagraph or Scheduleclause contained in this Agreement. All reference to Articles, as the case may beSections, Subsections, clauses, paragraphs, Schedules and Exhibits mean such provisions of this Agreement and references the Schedules and Exhibits attached to “paragraphs” or “clauses” shall be to separate paragraphs or clausesthis Agreement, respectivelyexcept where otherwise stated. The title of and the Article, of the section or subsection Section and paragraph headings in this Agreement are for convenience of reference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement; the use herein of the masculine, feminine or neuter forms shall also denote the other forms, as in which each case the reference occurscontext may require; (vi) the words “include,” “includes” and “including” where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to be followed by modify, limit or restrict in any manner the phrase “without limitation;”
(vii) construction of the word “or” shall be disjunctive but not exclusive; (viii) the phrase “to the extent” shall mean the degree general statement to which a subject or other thing extends, and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) it relates. The language used in this Agreement shall be deemed to be the language has been chosen by the Parties parties to express their mutual intent. The Parties acknowledge that each Party , and its attorneys have reviewed and participated in the drafting of this Agreement and that any no rule of strict construction to the effect that shall be applied against any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specifiedparty. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting Accounting terms used herein and but not expressly otherwise defined herein shall have the meanings given to them under GAAP unless the context otherwise requiresGAAP.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Alliance Imaging Inc /De/), Stock Purchase Agreement (U S Diagnostic Inc)
Interpretation; Construction. (a) Unless The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the context provisions contained in this Agreement. The introductory paragraph, Recitals and Appendices referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Recital or Appendix but not otherwise requires: defined or specified therein shall be defined as set forth in this Agreement. Neither the making nor the acceptance of this Agreement shall enlarge, restrict or otherwise modify the terms of the Separation and Merger Agreements or constitute a waiver or release by the Company or Parent of any liabilities, obligations or commitments imposed upon them by the terms of the Separation and Merger Agreements, including the representations, warranties, covenants, agreements and other provisions of the Separation and Merger Agreements. Notwithstanding any other provision of this Agreement to the contrary, (i) words to the extent that the provisions of any gender include each other gender Transaction Document or the Separation and neuter form; Merger Agreement conflict with the provisions of this Agreement, the provisions of this Agreement shall govern with respect to the subject matter addressed hereby to the extent of such conflict or inconsistency and (ii) to the extent that the provisions of the Appendices conflict with the provisions of this Agreement, the provisions of this Agreement shall govern.
(b) Interpretation of this Agreement shall be governed by the following rules of construction: (a) words using in the singular or plural number also shall be held to include the plural or singular numberand vice versa, respectivelyand words of one gender shall be held to include the other gender as the context requires; (iiib) derivative forms references to the terms “Article,” “Section,” “paragraph,” “clause,” “Exhibit,” “Annex,” “Appendix” and “Schedule” are references to the Articles, Sections, paragraphs, clauses, Exhibits, Annexes, Appendices and Schedules of defined terms will have correlative meaningsthis Agreement unless otherwise specified; (ivc) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (vd) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses$” shall be to separate paragraphs or clauses, respectively, mean U.S. dollars; (e) the word “including” and words of the section or subsection similar import when used in this Agreement in which the reference occursshall mean “including without limitation,” unless otherwise specified; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(viif) the word “or” shall not be disjunctive but not exclusive; (viiig) the phrase “references to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” or “in writing” include in electronic form; (h) provisions shall apply, when appropriate, to successive events and comparable terms refer to printing, typing transactions; (i) the table of contents and other means of reproducing words (including electronic media) headings contained in a visible form.
(b) Unless this Agreement are for reference purposes only and shall not affect in any way the context meaning or interpretation of this Agreement otherwise requires: references to Contracts Agreement; and (including this Agreementj) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references a reference to any Person include references to includes such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Transition Distribution Services Agreement (Neogen Corp), Transition Distribution Services Agreement (Garden SpinCo Corp)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary is directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, restated, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed regulation to be the language chosen held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Parties Company to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in Parent or Merger Sub, include documents filed or furnished by the drafting of this Agreement and that any rule of construction to Company with the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this AgreementSEC.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Monsanto Co /New/)
Interpretation; Construction. (a) Unless the context of In this Agreement Agreement, unless otherwise requires: indicated, (i) words references to articles, sections (or subdivisions of any gender include each other gender and neuter form; sections), recitals, preambles, schedules or exhibits are to those of this Agreement, (ii) words using uses of the singular or plural number also include of a term defined collectively are references to such singular item and uses of the plural or singular numberof a term defined singularly are references to the collection of such items, respectively; (iii) derivative forms of defined terms will have correlative meanings; references to any governmental rules shall be construed to include any and all amendments, modifications, supplements thereto or restatements or replacements thereof enacted or implemented subsequent to the date hereof, (iv) references to a number of securities or Shares, such numbers shall be appropriately adjusted to reflect any recapitalization, (v) references to agreements and other contractual instruments shall be deemed to include all appendices, schedules, exhibits, annexes and attachments attached thereto and all subsequent amendments, restatements and other modifications to such agreements, (vi) references to any Person include such Person’s permitted successors and assigns, (vii) the terms “hereof,” words “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Sectionhereof,” and “Schedulehereunder” or other words of similar import refer to this Agreement as a whole, including the specified Article, Section, or Scheduleexhibits hereto, as the case same may befrom time to time be amended, of this Agreement modified or supplemented, and references not to “paragraphs” any particular article, section, subsection or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection clause contained in this Agreement in which the reference occurs; Agreement, (viviii) the words “include,” “includes” and term “including” shall not be deemed to be followed by the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not limiting or exclusive; (viii) the phrase “, unless specifically indicated to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;” contrary and (ix) the terms references to “writing,dollars” or “written$” and comparable terms refer are to printing, typing and other means of reproducing words (including electronic media) in a visible formU.S. dollars.
(b) Unless the context The preamble and recitals of this Agreement otherwise requires: references to Contracts (including are hereby incorporated by reference and shall be construed for all purposes as being part of this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, each applicable party represents to any successor provisions)their accuracy.
(c) Unless This Agreement has been negotiated and drafted jointly by the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors respective parties hereto and permitted assignstheir attorneys, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall hereof will not be applicable to the construction construed for or interpretation of this Agreementagainst either party.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Registration Rights Agreement (Massey Energy Co), Registration Rights Agreement (Exactech Inc)
Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Schedules and Exhibits to this Agreement. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires.
(b) For purposes of this Agreement: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” ”. “includes” and or “including” shall be deemed to be followed by the phrase “without limitation;”
; (viiii) the word “orhereof”, “herein”, “hereby”, “hereto” and “hereunder” shall be disjunctive but refer to this Agreement as a whole and not exclusiveto any particular provision of this Agreement; (viiiiii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if;”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” is used in the inclusive sense of “and/or”; (ix) the terms “writing,” “written” and comparable terms refer reference to printingany agreement, typing and other document or instrument means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents such agreement, document or Laws shall be deemed to include references to such Contract or Law instrument as amended, restated, supplemented or and modified in effect from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time terms; (and, in the case of any Law, x) reference to any Law means such Law as amended from time to time and includes any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to legislation thereto and any federal, state, local, or foreign statute or Law shall include all rules and regulations promulgated thereunder.
; and (dxi) Unless the context of this Agreement otherwise requires, references a reference to any Person P.R.C. governmental authority or department shall include references to such Person’s successors authority or department at central, provincial, municipal and permitted assigns, other levels and in the case of any Governmental Authority, to any Person succeeding to its functions and capacitiestheir successor authority or department.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Master Agreement (Adient PLC), Master Agreement (Adient PLC)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The term “or” is not exclusive and shall mean “and/or”, unless the context otherwise requires: (i) . The words of any gender include each other gender and neuter form; (ii) “includes” or “including” shall mean “including without limitation,” the words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to such Contract be held by a director or Law as amendednominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, restated, supplemented include documents filed or modified from time furnished by the Company with the SEC or provided at least 24 hours prior to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context execution of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions “Financial and capacitiesLegal Dataroom” online data room hosted by Datasite Diligence.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 2 contracts
Sources: Merger Agreement (Convey Health Solutions Holdings, Inc.), Merger Agreement (Convey Health Solutions Holdings, Inc.)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary are directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, restated, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed regulation to be the language chosen held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Parties Company to express their mutual intent. The Parties acknowledge that each Party Parent or Merger Sub, include documents filed or furnished by the Company with the SEC as an exhibit after September 26, 2016 and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction prior to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation date of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Merger Agreement (Amazon Com Inc)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to such Contract be held by a director or Law as amendednominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub, restated, supplemented include documents filed or modified from time to time in accordance furnished by the Company with its terms and the terms hereof, as applicable, and in effect at any given time (and, SEC or in the case of any Law, to any successor provisions)online data room located at ▇▇▇▇▇://▇▇▇▇▇.
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder▇▇▇▇▇▇▇▇.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.▇▇▇/.
Appears in 1 contract
Interpretation; Construction. (a) Unless the In this Agreement, except as context of this Agreement may otherwise requiresrequire, references: (i) words of any gender include each other gender to the Recitals, Sections, or Exhibits are to a Recital to or Section of, or Exhibit to, this Agreement; to this Agreement are to this Agreement, and neuter formthe Exhibit to it, taken as a whole; (ii) words using to the singular or plural number also transactions contemplated hereby include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection transactions provided for in this Agreement in which Agreement, including the reference occursExchange; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts any agreement (including this Agreement) and other documents ), contract, statute or Laws shall be deemed regulation are to include references to such Contract the agreement, contract, statute or Law regulation as amended, restatedmodified, supplemented supplemented, restated or modified replaced from time to time (in accordance with its terms and the case of an agreement or contract, to the extent permitted by the terms hereof, as applicable, and in effect at thereof); to any given time (section of any statute or regulation include any successor to the section and, in the case of any Lawstatute, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, rules or foreign statute or Law shall include all regulations promulgated thereunder.
; and to “dollars” or “$” are to United States dollars; (dii) Unless to the context words “hereby”, “herein”, “hereof”, “hereunder” and similar terms are to be deemed to refer to this Agreement as a whole and not to any specific Section; (iii) to the words “include”, “includes” or “including” are to be deemed followed by the words “without limitation”; (iv) to the article and section headings are for reference purposes only and do not limit or otherwise affect any of the substance of this Agreement otherwise requires, references Agreement; and (v) to any Person include references the words “to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language extent” when used in this Agreement shall mean “the degree by which” and not merely “if.”
(b) This Agreement is the product of an arm’s-length negotiation by sophisticated parties, each having the assistance of counsel and other advisers. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent. The Parties acknowledge that each Party parties, and its attorneys have reviewed and participated in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the drafting authorship of any provision of this Agreement. This Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate applicable to the construction or interpretation of this AgreementLaw.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary are directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, restated, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed regulation to be the language chosen held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Parties Company to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in Parent or Merger Sub, include documents filed or furnished by the drafting of this Agreement and that any rule of construction to Company with the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this AgreementSEC.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) Unless the context The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise requires: affect any of the provisions hereof. Except as otherwise explicitly specified to the contrary herein, (i) words where a reference in this Agreement is made to a section, exhibit or schedule, such reference shall be to a section of, exhibit to or schedule of any gender include each other gender and neuter formthis Agreement unless otherwise indicated. Except as otherwise explicitly specified to the contrary herein; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation;”
; (viiiii) reference in this Agreement to $ or dollars is to U.S. dollars; (iv) the word words “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writinghereof,” “writtenherein” and comparable terms refer to printing, typing “hereunder” and other means words of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (v) references to “this Agreement” shall include all exhibits and schedules hereto; (vi) definitions shall be deemed equally applicable to be both the language chosen singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender shall include each other gender; (vii) the terms “employee,” “officer” and “independent contractor” shall include any individuals employed or engaged by the Parties Company, whether directly or indirectly through a professional employer or other similar organization; (viii) references to express their mutual intent. The Parties acknowledge that a particular statute or regulation include all rules and regulations thereunder and any successor statute, rule or regulation, in each Party case as amended or otherwise modified from time to time; (ix) the word “will” will be construed to have the same meaning and its attorneys have reviewed effect as the word “shall”; (x) unless otherwise specified, “day” means a calendar day; and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, (xi) when used herein “or” shall not be applicable to the construction or interpretation of this Agreementexclusive (i.e., “or” shall mean “and/or”).
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Agreement and Plan of Merger
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words "includes" or "including" shall mean "including without limitation," the terms “words "hereof,” “" "hereby," "herein,” “hereby,” “hereto,” “herewith,” “" "hereunder” " and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which such words appear, the reference occurs; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by word "extent" in the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not exclusive; (viii) the phrase “"to the extent” " shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “"if;” ," any reference to a Law shall include any rules and (ix) the terms “writing,” “written” regulations promulgated thereunder, and comparable terms refer any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a "wholly-owned Subsidiary" or "wholly-owned Subsidiaries" of a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary are directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, restated, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed regulation to be the language chosen held by a director or nominee). The terms "provided to" or "made available to," with respect to documents required to be provided by the Parties Company to express their mutual intent. The Parties acknowledge that each Party Parent or Merger Sub, include documents filed or furnished by the Company with the SEC as an exhibit after September 26, 2016 and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction prior to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation date of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) Unless The definitions in Sections 10.1 and 10.2 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context of this Agreement otherwise requires: (i) words of may require, any gender pronoun shall include each other gender the corresponding masculine, feminine and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) forms. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation;”
.” All references herein to sections, paragraphs, subparagraphs, clauses, Exhibits or Schedules shall be deemed references to sections, paragraphs, subparagraphs or clauses of, or Exhibits or Schedules to this Agreement, unless the context requires otherwise. Unless otherwise expressly defined, terms defined in this Agreement have the same meanings when used in any Exhibit or Schedule hereto, including the Company Disclosure Letter and the Parent Disclosure Letter. Unless otherwise expressly specified, the words “this Agreement,” “herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole (viiincluding the Schedules, Annexes, Exhibits, the Company Disclosure Letter and the Parent Disclosure Letter) the word and not to any particular provision of this Agreement. The term “or” shall be disjunctive but inclusive and not exclusive; (viii) . 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;.” Any Contract, instrument or Law defined or referred to herein or in any Contract or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (ixin the case of Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The phrase “made available” in this Agreement shall mean that the terms information referred to has been made available by the party to whom such information is to be made available. All references to dollars or “writing,$” “written” and comparable terms refer shall be references to printing, typing and other means of reproducing words (including electronic media) in a visible formUnited States dollars.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including The parties have participated jointly in negotiating and drafting this Agreement) and other documents . In the event that an ambiguity or Laws shall be deemed to include references to such Contract a question of intent or Law as amendedinterpretation arises, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent. The Parties acknowledge that each Party parties, and its attorneys have reviewed and participated in no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the drafting authorship of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation provision of this Agreement.
(fc) The fact that any item of information is disclosed in the Company Disclosure Letter to this Agreement shall not be construed to mean that such information is required to be disclosed by this Agreement.
(d) Whenever this Agreement refers requires a Subsidiary of Parent to a number of daystake any action, such number requirement shall refer be deemed to calendar days unless Business Days are specifiedinclude an undertaking on the part of Parent to cause such Subsidiary to take such action. If Whenever this Agreement requires a Subsidiary of the Company to take any action is action, such requirement shall be deemed to be taken or given include an undertaking on or by a particular day, and the part of the Company to cause such day is not a Business Day, then Subsidiary to take such action may be deferred until and, after the next Business DayEffective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires.
(b) For purposes of this Agreement: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” ”, “includes” and or “including” shall be deemed to be followed by the phrase “without limitation;”
; (viiii) the word “orhereof”, “herein”, “hereby”, “hereto” and “hereunder” shall be disjunctive but refer to this Agreement as a whole and not exclusiveto any particular provision of this Agreement; (viiiiii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if;”; (iv) “U.S. Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” is used in the inclusive sense of “and/or”; (ix) the terms “writing,” “written” and comparable terms refer reference to printingany agreement, typing and other document or instrument means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents such agreement, document or Laws shall be deemed to include references to such Contract or Law instrument as amended, restated, supplemented or and modified in effect from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time terms; (and, in the case of any Law, x) reference to any Law means such Law as amended from time to time and includes any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to legislation thereto and any federal, state, local, or foreign statute or Law shall include all rules and regulations promulgated thereunder.
; and (dxi) Unless the context of this Agreement otherwise requires, references a reference to any Person P.R.C. governmental authority or department shall include references to such Person’s successors authority or department at central, provincial, municipal and permitted assigns, other levels and in the case of any Governmental Authority, to any Person succeeding to its functions and capacitiestheir successor authority or department.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) Unless the context of this Agreement otherwise clearly requires: , for purposes of this Agreement, (i) words references made to a Section, Article, Schedule or Exhibit shall be to a Section, Article, Schedule or Exhibit, respectively, of any gender include each other gender and neuter formthis Agreement; (ii) words using references to the plural include the singular, and references to the singular or plural number also include the plural or singular number, respectivelyplural; (iii) derivative forms words used herein, regardless of defined terms will have correlative meaningsthe gender specifically used, shall be deemed and construed to include any other gender, masculine, feminine or neuter, as the context requires; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the phrase words “without limitation;”
; (v) the terms “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (vi) the terms “day” and “days” mean and refer to calendar day(s); (vii) the word terms “oryear” shall be disjunctive but not exclusiveand “years” mean and refer to calendar year(s); (viii) the phrase term “to dollar” or “$” means lawful currency of the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;” and United States; (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
; (bx) references to any Person include the successors and permitted assigns of that Person; and (xi) references from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Unless the context of otherwise set forth herein, references in this Agreement otherwise requires: references to Contracts (x) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other documents attachments thereto; (B) includes all documents, instruments or Laws shall be deemed agreements issued or executed in replacement thereof; and (C) means, subject to include references to the other terms of this Agreement, such Contract document, instrument or Law agreement, or replacement or predecessor thereto, as amended, restated, modified or supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (time; and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Stockholders Agreement
Interpretation; Construction. This “Agreement” means this agreement together with all schedules and exhibits hereto (a) which are incorporated herein by reference), as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. Unless the context otherwise requires, words importing the singular shall include the plural, and vice versa. As used in this Agreement, the term “Knowledge of Sellers” when used to refer to the knowledge of Sellers shall mean and apply to the actual knowledge of the representatives of Sellers set forth on Schedule 12.9. The use in this Agreement otherwise requires: (i) of the term “including” means “including, without limitation.” The words “herein”, “hereof”, “hereunder”, “hereby”, “hereto”, “hereinafter”, and other words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words import refer to this entire Agreement; (v) Agreement as a whole, including the terms “Article,” “Section,” schedules and “Schedule” refer to the specified Article, Section, or Scheduleexhibits, as the case same may befrom time to time be amended, modified, supplemented or restated, and not to any particular article, section, subsection, paragraph, subparagraph or clause contained in this Agreement. All references to articles, sections, subsections, clauses, paragraphs, schedules and exhibits mean such provisions of this Agreement and references the schedules and exhibits to “paragraphs” or “clauses” shall be to separate paragraphs or clausesthis Agreement, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” except where otherwise stated. Each schedule and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not exclusive; (viii) the phrase “exhibit delivered pursuant to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party in writing and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of shall constitute a Contract, shall not be applicable to the construction or interpretation part of this Agreement.
(f) Whenever . The title of and the article, section and paragraph headings in this Agreement refers to a number are for convenience of daysreference only and shall not govern or affect the interpretation of any of the terms or provisions of this Agreement. The use herein of the masculine, such number feminine or neuter forms shall refer to calendar days unless Business Days are specifiedalso denote the other forms, as in each case the context may require. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting Accounting terms used herein and but not expressly otherwise defined herein shall have the meanings given to them under GAAP unless GAAP. Any instrument or Law defined or referred to herein means such instrument or Law as from time to time amended, modified or supplemented, including (in the context otherwise requirescase of instruments) by waiver or consent and (in the case of any Law) by succession of comparable successor Laws and includes (in the case of instruments) references to all attachments thereto and instruments incorporated therein.
Appears in 1 contract
Sources: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)
Interpretation; Construction. (a) The Recitals, each Exhibit and the Schedules are hereby incorporated into and made a part of this Agreement by reference. The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Unless the context of this Agreement otherwise requires, references herein: (i) words to “Article(s),” “Section(s),” “Exhibit(s)” and “Schedules” refer to the corresponding article(s), section(s), exhibit(s) and schedule(s) of any gender include each other gender and neuter formor to this Agreement; (ii) words using to “Schedule(s)” refer to the singular or plural number also include corresponding Schedule(s) of the plural or singular number, respectivelyDisclosure Schedules; (iii) derivative forms of defined terms will have correlative meaningsto an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iv) to a Law means such Law as amended from time-to-time. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” and the word “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.” A reference in this Agreement to $ or dollars is to U.S. dollars. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “hereof,” “herein,” “hereby,” “hereto,” “herewith,” and “hereunder” and derivative or words of similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) the word “or” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language import when used in this Agreement shall be deemed refer to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement as a whole and that not to any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation particular provision of this Agreement. References to “this Agreement” shall include the Schedules.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meaningssuch terms. The words “includes” or “including” shall mean “including without limitation”; (iv) the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurssuch words appear; (vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” any reference to a Law shall include any rules and (ix) the terms “writing,” “written” regulations promulgated thereunder, and comparable terms refer any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by law or regulation to be held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Sub shall only include documents filed or furnished by the Company (i) with the SEC and that are publicly available at least one (1) Business Day prior to the date hereof or (ii) in any virtual data rooms established by or on behalf of the Company in connection with the transactions contemplated by this Agreement (and which Parent can access). 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 is to be excluded. Unless otherwise specified in this Agreement, all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract Contract, other agreement, document or Law instrument as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (thereof and, in the case of any Lawunless otherwise specified therein, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunderschedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Merger Agreement (Sharecare, Inc.)
Interpretation; Construction. In this Agreement, except to the extent the context otherwise requires:
(a) Unless the context division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b) unless otherwise requires: (i) words indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of any gender include each other gender this Agreement, and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof;
(c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d) whenever the singular masculine or neuter is used in this Agreement; (v) , it means the terms “Article,” “Section,” plural, feminine, body politic or corporate, and “Schedule” refer to the specified Article, Section, or Schedulevice versa, as the case may becontext requires, and where a term is defined herein, a capitalized derivative or cognate of this Agreement and references such term has a corresponding meaning unless the context otherwise requires;
(e) all dollar amounts referred to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement (including the Exhibits and Schedules) are in which lawful money of the reference occurs; United States;
(vif) whenever the words word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation” (except where such words or words of similar import actually follow in the text hereof);”
(viig) except where the context indicates otherwise, the word “or” shall be disjunctive but not exclusive; is used inclusively herein (viii) for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not both”);
(h) any reference to a statute includes, and is deemed to be, a reference to such statute and to the extent” shall mean the degree to which a subject or other thing extendsrules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing statute and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) such implementing provisions implemented and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified enforced from time to time in accordance with its terms and the terms hereof, as applicabletime, and in effect at any given time (and, in the case of any Law, to any successor statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions).; and
(ci) Unless if there is any conflict or inconsistency between a provision of the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting body of this Agreement and that of an Exhibit or any document delivered pursuant to this Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Partners that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of construction to the effect that any ambiguities are law requiring an Agreement to be resolved strictly construed against the drafting Partyparty), it being understood that the Partners are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. Unless otherwise specified in this Agreement and notwithstanding any provisions of law or equity to the contrary, any determination, decision, consent, vote, or judgment of, or exercise of discretion by, or action taken or omitted to be taken by, a Partner under this Agreement shall be made, given, exercised, taken or omitted as such Partner shall determine in its sole and absolute discretion, and in connection with the foregoing, such Partner shall be entitled to consider only such interests and factors as it deems appropriate, including its own interests, and shall act in good faith. If any similar rule operating against the drafter of a Contract, shall not be applicable questions should arise with respect to the construction operation of the Partnership that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement.
(f) Whenever , the General Partner is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular dayin each case in good faith, and such day is not a Business Day, then such action may its determination and interpretation so made shall be deferred until the next Business Dayfinal and binding on all parties hereto.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Tellurian Inc. /De/)
Interpretation; Construction. (a) Unless For purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other gender; (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules and other attachments, without reference to a document are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement; (iii) derivative forms of defined terms will have correlative meaningsa reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the terms words “herein,” “hereof,” “hereinhereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or other words of similar words import refer to this entire AgreementAgreement as a whole and not to any particular provision; and (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” shall be are deemed to be followed by the phrase “without limitation;”
(vii) the word “or.” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language headings used in this Agreement shall have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement is the result of the joint efforts of the parties hereto, and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of the parties and there will be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge no construction against any party based on any presumption of that each Party and its attorneys have reviewed and participated party’s involvement in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. In this Agreement, except to the extent the context otherwise requires:
(a) Unless the context division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b) unless otherwise requires: (i) words indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of any gender include each other gender this Agreement, and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof;
(c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d) whenever the singular masculine or neuter is used in this Agreement; (v) , it means the terms “Article,” “Section,” plural, feminine, body politic or corporate, and “Schedule” refer to the specified Article, Section, or Schedulevice versa, as the case may becontext requires, and where a term is defined herein, a capitalized derivative or cognate of this Agreement and references such term has a corresponding meaning unless the context otherwise requires;
(e) all dollar amounts referred to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement (including the Schedules and Exhibits) are in which lawful money of the reference occurs; United States;
(vif) whenever the words word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation” (except where such words or words of similar import actually follow in the text hereof);”
(viig) except where the context indicates otherwise, the word “or” shall be disjunctive but not exclusive; is used inclusively herein (viii) for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not both”);
(h) any reference to a statute includes, and is deemed to be, a reference to such statute and to the extent” shall mean the degree to which a subject or other thing extendsrules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing statute and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) such implementing provisions implemented and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified enforced from time to time in accordance with its terms and the terms hereof, as applicabletime, and in effect at any given time (and, in the case of any Law, to any successor statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions).;
(ci) Unless any reference to the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement Partnership Budget shall be deemed to be a reference to the language chosen by then-effective Partnership Budget; and
(j) if there is any conflict or inconsistency between a provision of the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting body of this Agreement and that of any document delivered pursuant to this Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Member that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of construction to the effect that any ambiguities are law requiring an Agreement to be resolved strictly construed against the drafting Partyparty), it being understood that the Member is sophisticated and has had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the provisions of this Agreement. Unless otherwise specified in this Agreement and notwithstanding any provisions of law or equity to the contrary, any determination, decision, consent, vote, or judgment of, or exercise of discretion by, or action taken or omitted to be taken by, the Member or any similar rule operating against Director under this Agreement shall be made, given, exercised, taken or omitted as the drafter of a ContractMember or such Director, as applicable, shall not determine in its sole and absolute discretion, and in connection with the foregoing, the Member and each Director shall be applicable entitled to consider only such interests and factors as the Member or such Director, as applicable, deems appropriate, including its own interests (or the interest of the Member or the Non-Tellurian Limited Partner of which such Director is an officer or representative, as the case may be), and shall act in good faith. If any questions should arise with respect to the construction operation of the Company that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement.
(f) Whenever , the Member is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular dayin each case in good faith, and such day is not a Business Day, then such action may its determination and interpretation so made shall be deferred until the next Business Dayfinal and binding on all parties hereto.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Tellurian Inc. /De/)
Interpretation; Construction. (a) Unless the context The table of this Agreement otherwise requires: (i) words contents and headings herein are for convenience of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular numberreference only, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, do not constitute part of this Agreement and references shall not be deemed to “paragraphs” limit or “clauses” otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to separate paragraphs a Section of or clauses, respectively, of the section or subsection in Exhibit to this Agreement in which the reference occurs; (vi) unless otherwise indicated. Whenever the words “include,” “includes” and or “including” are used in this Agreement, they shall be deemed to be followed by the phrase words “without limitation;.” The words “hereof”
(vii) the , “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms “or”, “any” and “either” are not exclusive. The word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if;”. The word “will” shall be construed to have the same meaning and (ix) effect as the terms word “writing,” “written” shall”. All pronouns and comparable terms all variations thereof shall be deemed to refer to printingthe masculine, typing and other means feminine or neuter, singular or plural, as the identity of reproducing words (including electronic media) the Person may require. Where a reference in a visible form.
(b) Unless the context of this Agreement otherwise requires: references is made to Contracts any agreement (including this Agreement) and other documents ), contract, statute or Laws shall be deemed to include regulation, such references to such Contract are to, except as context may otherwise require, the agreement, contract, statute or Law regulation as amended, restatedmodified, supplemented supplemented, restated or modified replaced from time to time (in accordance with its terms and the case of an agreement or contract, to the extent permitted by the terms hereof, as applicablethereof), and in effect at to any given time (section of any statute or regulation including any successor to the section and, in the case of any Lawstatute, any rules or regulations promulgated thereunder. All references to any successor provisions)“dollars” or “$” in this Agreement are to United States dollars. All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day”. All references to “made available” shall include all documentation that was located and provided in that certain online data room entitled “Project Sky” hosted by Intralinks as of the close of business on the date that is two (2) Business Days prior to the date hereof.
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(eb) The language used Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be deemed to be the language chosen construed as if drafted jointly by the Parties to express their mutual intent. The Parties acknowledge that each Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party and its attorneys have reviewed and participated in by virtue of the drafting authorship of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation provision of this Agreement.
(fc) Whenever Each Party has or may have set forth information in its respective disclosure letter (each, a “Disclosure Letter”) in a section thereof that corresponds to the section of this Agreement refers to which it relates, it being agreed that any information so disclosed in any section of a number of days, such number Disclosure Letter shall refer to calendar days unless Business Days are specified. If any action is be deemed to be taken disclosed with respect to any representation or given warranty corresponding to any other section of this Agreement and such Disclosure Letter to the extent its relevance to such section, representation or warranty is reasonably apparent on the face of such disclosure. The mere inclusion of any item in any section or subsection of any Party’s Disclosure Letter as an exception to any representation or warranty or otherwise shall not be deemed to constitute an admission by the applicable Party, or to otherwise imply, that any such item has had or would reasonably be expected to have a particular dayCompany Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or otherwise represents an exception or material fact, event or circumstance for the purposes of this Agreement, or that such item meets or exceeds a monetary or other threshold specified for disclosure in this Agreement. Matters disclosed in any section or subsection of a Party’s Disclosure Letter are not necessarily limited to matters that are required by this Agreement to be disclosed therein. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature or impose any duty or obligation to disclose any information beyond what is required by this Agreement, and disclosure of such day is additional matters shall not a Business Dayaffect, then such action may be deferred until directly or indirectly, the next Business Day.
(g) All accounting terms used herein interpretation of this Agreement or the scope of the disclosure obligations hereunder. Headings inserted in the sections or subsections of any Party’s Disclosure Letter are for convenience of reference only and shall not expressly defined herein shall have the meanings given to them under GAAP unless effect of amending or changing the context otherwise requiresexpress terms of the sections or subsections as set forth in this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Textron Inc)
Interpretation; Construction. (a) Unless For purposes of this Agreement, except as otherwise expressly provided herein or unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively, and the use of any gender herein shall be deemed to include the other gender; (ii) references herein to “Articles,” “Sections,” “subsections” and other subdivisions, and to Exhibits, Schedules and other attachments, without reference to a document, are to the specified Articles, Sections, subsections and other subdivisions of, and Exhibits, Schedules and other attachments to, this Agreement; (iii) derivative forms of defined terms will have correlative meaningsa reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to other subdivisions within a Section or subsection; (iv) the terms words “herein,” “hereof,” “hereinhereunder,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or other words of similar words import refer to this entire AgreementAgreement as a whole and not to any particular provision; and (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” “includes” and “including” shall be are deemed to be followed by the phrase “without limitation;”
(vii) the word “or.” shall be disjunctive but not exclusive; (viii) 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;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language headings used in this Agreement shall have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement is the result of the joint efforts of the parties hereto, and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of the parties and there will be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge no construction against any party based on any presumption of that each Party and its attorneys have reviewed and participated party’s involvement in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Interpretation; Construction. In this Agreement, except to the extent the context otherwise requires:
(a) Unless the context division of this Agreement into articles, sections and other subdivisions, the provision of a table of contents and the insertion of headings are for the convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b) unless otherwise requires: (i) words indicated, all references to an “Article,” “Section,” “Schedule,” or “Exhibit” followed by a number or letter refer to the specified article, section, schedule, or exhibit of any gender include each other gender this Agreement, and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “this Agreement,” “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words expressions refer to this entire Agreement and not to any particular Article or Section hereof;
(c) all references to a given agreement, instrument or other document are references to such agreement, instrument or other document as modified, amended, supplemented and restated from time to time;
(d) whenever the singular masculine or neuter is used in this Agreement; (v) , it means the terms “Article,” “Section,” plural, feminine, body politic or corporate, and “Schedule” refer to the specified Article, Section, or Schedulevice versa, as the case may becontext requires, and where a term is defined herein, a capitalized derivative or cognate of this Agreement and references such term has a corresponding meaning unless the context otherwise requires;
(e) all dollar amounts referred to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement (including the Exhibits and Schedules) are in which lawful money of the reference occurs; United States;
(vif) whenever the words word “include,” “includes” and or “including” shall be is used in this Agreement, it is deemed to be followed by the phrase words “without limitation” (except where such words or words of similar import actually follow in the text hereof);”
(viig) except where the context indicates otherwise, the word “or” shall be disjunctive but not exclusive; is used inclusively herein (viii) for example, the phrase “X or Y” means “X or Y or both” and not “either X or Y but not both”);
(h) any reference to a statute includes, and is deemed to be, a reference to such statute and to the extent” shall mean the degree to which a subject or other thing extendsrules, regulations, ordinances, interpretations, policies and guidance made pursuant thereto, and all amendments made to such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” and comparable terms refer to printing, typing statute and other means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) such implementing provisions implemented and other documents or Laws shall be deemed to include references to such Contract or Law as amended, restated, supplemented or modified enforced from time to time in accordance with its terms and the terms hereof, as applicabletime, and in effect at any given time (and, in the case of any Law, to any successor statute or other implementing provisions subsequently passed or adopted having the effect of supplementing or replacing such statute or such other implementing provisions).; and
(ci) Unless if there is any conflict or inconsistency between a provision of the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting body of this Agreement and that of an Exhibit or any document delivered pursuant to this Agreement, the provision of the body of this Agreement prevails. Without limiting the generality of the foregoing, it is the intention of the Parties that every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Person (notwithstanding any rule of construction to the effect that any ambiguities are law requiring an Agreement to be resolved strictly construed against the drafting Partyparty), or any similar rule operating against it being understood that the drafter of a Contract, shall not be applicable Parties are sophisticated and have had adequate opportunity and means to retain counsel to represent their interests and to otherwise negotiate the construction or interpretation provisions of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Equity Capital Contribution Agreement (Tellurian Inc. /De/)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The term “or” is not exclusive and shall mean “and/or”, unless the context otherwise requires: (i) . The words of any gender include each other gender and neuter form; (ii) “includes” or “including” shall mean “including without limitation,” the words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) and other documents time amended, modified or Laws supplemented. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include references to any Subsidiary of such Contract Person where all of the equity interests of such Subsidiary are directly or Law as amendedindirectly owned by such Person (other than directors qualifying shares, restated, supplemented nominee shares or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, other equity interests that are required by law or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed regulation to be the language chosen held by a director or nominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Parties Company to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in Parent or Merger Sub, include documents filed or furnished by the drafting of this Agreement and that any rule of construction to Company with the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this AgreementSEC.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Merger Agreement (Eargo, Inc.)
Interpretation; Construction. (a) Unless The table of contents, articles, titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the context meaning or interpretation of this Agreement. Except as otherwise indicated, all references in this Agreement to “Articles”, “Sections” and “Exhibits” are intended to refer to Articles and Sections of this Agreement and Annexes and Exhibits to this Agreement. The Annexes and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. Any capitalized terms used in any Annex or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement unless the context otherwise requires.
(b) For purposes of this Agreement: (i) words of any gender include each other gender and neuter form; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement; (v) the terms “Article,” “Section,” and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the section or subsection in this Agreement in which the reference occurs; (vi) the words “include,” ”, “includes” and or “including” shall be deemed to be followed by the phrase “without limitation;”
; (viiii) the word “orhereof”, “herein”, “hereby”, “hereto” and “hereunder” shall be disjunctive but refer to this Agreement as a whole and not exclusiveto any particular provision of this Agreement; (viiiiii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, item extends and such phrase shall not simply mean simply “if;”; (iv) “Dollars” and “U.S.$” shall mean United States Dollars, “RMB” shall mean Renminbi, currency of the P.R.C.; (v) the singular includes the plural and vice versa; (vi) reference to a gender includes the other gender; (vii) “any” shall mean “any and all”; (viii) “or” is used in the inclusive sense of “and/or”; (ix) the terms “writing,” “written” and comparable terms refer reference to printingany agreement, typing and other document or instrument means of reproducing words (including electronic media) in a visible form.
(b) Unless the context of this Agreement otherwise requires: references to Contracts (including this Agreement) and other documents such agreement, document or Laws shall be deemed to include references to such Contract or Law instrument as amended, restated, supplemented or and modified in effect from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time terms; (and, in the case of any Law, x) reference to any Law means such Law as amended from time to time and includes any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to legislation thereto and any federal, state, local, or foreign statute or Law shall include all rules and regulations promulgated thereunder.
; and (dxi) Unless the context of this Agreement otherwise requires, references a reference to any Person P.R.C. governmental authority or department shall include references to such Person’s successors authority or department at central, provincial, municipal and permitted assigns, other levels and in the case of any Governmental Authority, to any Person succeeding to its functions and capacitiestheir successor authority or department.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, shall not be applicable to the construction or interpretation of this Agreement.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
Appears in 1 contract
Sources: Master Agreement (Adient PLC)
Interpretation; Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section or Exhibit, such reference shall be to a Section of or Exhibit to this Agreement unless otherwise indicated.
(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement otherwise requires: (i) clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of any gender include each other gender and neuter form; (ii) words using terms contained in this Agreement are applicable to the singular or plural number also include as well as the plural or singular number, respectively; (iii) derivative forms of defined terms will have correlative meanings; (iv) such terms. The words “includes” or “including” shall mean “including without limitation,” the terms words “hereof,” “hereby,” “herein,” “hereby,” “hereto,” “herewith,” “hereunder” and derivative or similar words terms in this Agreement shall refer to this entire Agreement; (v) the terms “Article,” “Section,” Agreement as a whole and “Schedule” refer to the specified Article, Section, or Schedule, as the case may be, of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses, respectively, of the not any particular section or subsection in this Agreement article in which the reference occurs; (vi) the such words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation;”
(vii) appear, the word “orextent” shall be disjunctive but not exclusive; (viii) in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, extends and such phrase shall not mean simply “if;” and (ix) the terms “writing,” “written” any reference to a Law shall include any rules and comparable terms refer regulations promulgated thereunder, and any reference to printing, typing and other means of reproducing words (including electronic media) any Law in a visible form.
(b) Unless the context of this Agreement otherwise requires: references shall mean such Law as from time to Contracts (including this Agreement) time amended, modified or supplemented and other documents to any rules or Laws regulations promulgated thereunder. Currency amounts referenced herein are in U.S. Dollars. Each reference to a “wholly-owned Subsidiary” or “wholly-owned Subsidiaries” of a Person shall be deemed to include references any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law or regulation to such Contract be held by a director or Law as amendednominee). The terms “provided to” or “made available to,” with respect to documents required to be provided by the Company to Parent or Merger Subs, restated, supplemented include documents filed or modified from time to time in accordance furnished by the Company with its terms and the terms hereof, as applicable, and in effect at any given time (and, SEC or in the case of any Law, virtual data room titled “Project Ferdinand” and “Project Ferdinand - Legal” located at d▇▇▇▇▇▇▇.▇▇▇ at least 24 hours prior to any successor provisions).
(c) Unless the context of this Agreement otherwise requires, references to any federal, state, local, or foreign statute or Law shall include all regulations promulgated thereunder.
(d) Unless the context of this Agreement otherwise requires, references to any Person include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.
(e) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intentdate hereof. The Parties acknowledge that each Party and its attorneys have reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of a Contract, word “or” shall not be applicable to the construction or interpretation of this Agreementexclusive.
(f) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular day, and such day is not a Business Day, then such action may be deferred until the next Business Day.
(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context otherwise requires.
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