Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Alon USA Energy, Inc.), Credit and Guaranty Agreement (Alon USA Partners, LP)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(b) Unless the context otherwise requires, any reference to dividends a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or distributions transfer, or similar term, shall be deemed to include all payments apply to a division of or by a limited partners by liability company, or an allocation of assets to a series of a limited liability company (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 2 contracts
Sources: Term Credit and Guaranty Agreement (QualTek Services Inc.), Restructuring Support Agreement (QualTek Services Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAnnex, Appendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAnnex, or an Appendix, a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personalother items or matters that fall within the scope of such general statement, tangible and intangible assets and propertiesterm or matter. Unless otherwise indicated, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference . The following terms have the meanings given to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, them in the case UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words terms defined): “hereinaccount”, “hereofaccount debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “hereundersupporting obligation”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/), Credit and Guaranty Agreement (Kv Pharmaceutical Co /De/)
Interpretation, etc. Any All references in this Mortgage to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Mortgage unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the terms defined herein maybeginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words “this Mortgage”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Mortgage as a whole and not to any particular subdivision unless expressly so limited. The phrases “this section” and “this subsection” and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”. References to a Person’s “discretion” refer to such Person’s sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, be used in the singular or the plural, depending on the reference. References references herein to any Article, Section, Schedule particular Person also refer to its successors and permitted assigns. This Mortgage has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or Exhibit shall be to an Article thereto which would require or a Section of, or a Schedule or an Exhibit to, allow this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed Mortgage to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to against any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force party because of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including its role in drafting this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the BorrowerMortgage.
Appears in 2 contracts
Sources: Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.), Secured Revolving Credit Agreement (Black Ridge Oil & Gas, Inc.)
Interpretation, etc. Any With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, be used in any pronoun shall include the singular or the pluralcorresponding masculine, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically providedfeminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The .” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (dvi) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall any certification hereunder required to be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions given by a corporate officer shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting made on behalf of the Borrowerapplicable Credit Party and not in the individual capacity of such officer.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends Terms defined in the UCC as in effect in the State of New York on the Closing Date and not proceeds thereof, such Refinancing Revolving Commitments or distributions Refinancing Revolving Commitments or Refinancing Term Loans shall be deemed the sole Class of Commitments or Term Loans, as the case may be, outstanding under this Agreement. In the event any Refinancing Term Loans have the same terms as any existing Class of Term Loans then outstanding or any Incremental Term Loans or Extended/Modified Term Loans then substantially concurrently established (in each case, disregarding any differences in original issue discount or upfront fees if not affecting the fungibility thereof for US federal income tax purposes), such Refinancing Term Loans may, at the election of the Borrower, be treated as a single Class with such outstanding Term Loans or such Incremental Term Loans or Extended/Modified Term Loans, and the scheduled Installments set forth in Section 2.11 with respect to include all payments any such Class of Term Loans may be increased to limited partners reflect scheduled amortization of such Refinancing Term Loans.
(c) The Refinancing Commitments shall be effected pursuant to one or more Refinancing Facility Agreements executed and delivered by the Borrower notwithstanding Borrower, each Refinancing Lender providing such Refinancing Commitments, the Administrative Agent and, in the case of Refinancing Revolving Commitments, as applicable, each Issuing Bank; provided that such payments may otherwise be characterized as a return of capital. Any reference to an officer of no Refinancing Commitments shall become effective unless (i) the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be deemed requested (consistent in all material respects with the documents delivered under Section 3.1 on the Closing Date) by the Administrative Agent in connection therewith, (ii) in the case of any Refinancing Revolving Commitments, substantially concurrently with the effectiveness thereof, all the Revolving Commitments then in effect shall be terminated and the Borrower shall make any prepayment or deposit required to include be made under Section 2.13(e) as a reference result thereof and shall pay all interest on the amounts prepaid and all fees accrued on the Revolving Commitments (it being understood, however, that any Letters of Credit may continue to be outstanding under the Refinancing Revolving Commitments, in each case on terms agreed by each applicable Issuing Bank and specified in the applicable Refinancing Facility Agreement) and (iii) in the case of any Refinancing Term Loan Commitments, (A) substantially concurrently with the effectiveness thereof, the Borrower shall obtain Refinancing Term Loans thereunder and shall repay or prepay then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Refinancing Term Loan Commitments (less the aggregate amount of accrued and unpaid interest with respect to such officer outstanding Term Borrowings, any original issue discount or upfront fees applicable to such Refinancing Term Loans and any reasonable fees, premium and expenses relating to such refinancing) and (B) any such prepayment of Term Borrowings of any Class shall be applied to reduce the subsequent Installments to be made pursuant to Section 2.11 with respect to Term Borrowings of such Class on a pro rata basis (in accordance with the principal amounts of such Installments) and, in the case of a prepayment of Eurodollar Rate Term Borrowings, shall be subject to Section 2.17(c). Each Refinancing Facility Agreement may, without the consent of any Lender other than the applicable Refinancing Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the GP acting Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Refinancing Commitments and Refinancing Loans as a new Class of Commitments and Loans hereunder (including for purposes of prepayments and voting (it being agreed that such new Class of Commitments and Loans may be included in the applicable regulations of the Board of Governors or other applicable law. Each such policy of insurance maintained by or on behalf of the BorrowerCredit Parties shall (beginning on the date that is 90 days after the Closing Date (oror, in the case of any such policy of insurance maintained by any Credit Party that becomes a Subsidiary as a result of the Versum Merger, the date that is 45 days after the date of the consummation of the Versum Merger) (or, in each case, on such later date as the Administrative Agent may agree to in writing)) (a) in the case of liability insurance policies (other than workers’ compensation and other policies for which such endorsements are not customary), name the Collateral Agent, for the benefit of the Secured Parties, as an additional insured thereunder and (b) in the case of business interruption and casualty insurance policies, contain a mortgagee and a lender’s loss payable endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, for the benefit of the Secured Parties, as a mortgagee and lender loss payee thereunder, contain “not coinsurer” and “non-vitiation” provisions reasonably satisfactory in form and substance to the Collateral Agent and provide that it shall not be cancelled or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Collateral Agent (giving the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ (or such shorter number of days as may be agreed to by the Collateral Agent or as may be the maximum number of days permitted by applicable law) prior written notice thereof by the insurer to the Collateral Agent.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase “without limitation”broadest possible scope of such general statement, term or matter. The word “will” Unless the prior written consent of the Requisite Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreementagreement as so amended, instrument or other document as from time to time amendedrestated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references modified. References in this Agreement to any statute shall be construed to such statute as referring amended or modified from time to all rules, regulations, rulings time and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) andsuccessor legislation thereto, in each case as in effect at the case of time any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words such reference is operative. The terms “herein”, Lender,” “hereofIssuing Bank,” “Administrative Agent,” “Collateral Agent,” “Syndication Agent,” “Facility Agent” and “hereunder”Agent” include, and words without limitation, their respective successors. Upon the appointment of similar importany successor Facility Agent pursuant to Section 9.7, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions Citibank in the definitions of Base Rate, Dollar Equivalent and Eurodollar Rate shall be deemed to include all payments refer to limited partners by the Borrower notwithstanding that financial institution then acting as such payments may otherwise be characterized as a return Facility Agent or one of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrowerits Affiliates if it so designates.
Appears in 1 contract
Sources: Revolving Credit Agreement (Source Interlink Companies Inc)
Interpretation, etc. Any With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(1) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, be used in any pronoun shall include the singular or the pluralcorresponding masculine, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically providedfeminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The .” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, the Borrowers or any other Credit Party shall be construed to include such Guarantor, the Borrowers or such Credit Party as debtor and debtorinpossession and any receiver or trustee for such Guarantor, the Borrowers or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (avi) any definition of or reference certification hereunder required to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including given by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions a corporate officer shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting made on behalf of the Borrowerapplicable Credit Party and not in the individual capacity of such officer and (vii) (x) Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., an “LIBOR Rate Loan”) or by Class and Type (e.g., an “LIBOR Rate Term Loan”) and (y) Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”) or by Type (e.g., an “LIBOR Rate Borrowing”) or by Class and Type (e.g., an “LIBOR Rate Term Borrowing”).
(2) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein herein, references to statutes, legislative acts, laws, regulations, and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) rules shall be construed as referring deemed to refer to such agreementstatutes, instrument or other document acts, laws, regulations, and rules as in effect from time to time amendedtime, supplemented or otherwise modified (subject including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified this Agreement (including by succession of comparable successor lawsany Appendix, Schedule, or Exhibit hereto), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority Credit Document, or entity that shall have succeeded to any other agreement, instrument, or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement in its entirety and not any other relevant Credit Document unless such reference is expressly limited to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference refer to such officer of agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the GP acting on behalf of Person but is intended to have substantially the Borrowersame effects as the prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (OneWater Marine Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “includeswithout limitation” and or “includingbut not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. References to the “without limitation”. The word Lead Arranger,” any “willAgent,” the “Collateral Agent,” any “Credit Party,” any “Lender,” any “obligor,” any “Party” or any other persons shall be construed so as to have include successors in title, permitted assigns and permitted transferees. References to “assets” include present and future properties, revenues and rights of every description. Unless otherwise specifically indicated, the same meaning and effect as the word term “shall”. The words “assetconsolidated” and “property” shall be construed to have the same meaning and effect and to refer with respect to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring Person refers to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or such Person consolidated with which affected Persons customarily comply)its Restricted Subsidiaries, and all judgments, orders, writs and decrees, excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of all Governmental Authoritiessuch Person. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) References to a “Credit Document” or any definition of other agreement or instrument is a reference to any agreement, instrument that Credit Document or other document (including this agreement or instrument as amended, novated, supplemented, extended or restated, strictly in accordance with the terms thereof. This Agreement restates and replaces, in its entirety, the 2006 Credit Agreement; any reference in any of the other Credit DocumentsDocuments to the 2006 Credit Agreement (however defined) shall be construed mean this Agreement. The terms lease and license shall include sub-lease and sub-license, as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrowerapplicable.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (Solera Holdings, Inc)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” shall be construed as referring to all statutes, rules, regulations, codes terms lease and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person license shall be construed to include such Person’s successors sub-lease and assigns (subject to any restrictions on assignment set forth herein) and, in sub-license. Whenever the case of any Governmental Authority or any self-regulating entitycontext may require, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, pronoun shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.WEIL:\96958663\10\71605.0155
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, plural depending on the reference. A gender includes all genders. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section ofSection, or a Schedule or an Exhibit toExhibit, as the case may be, of this Agreement, Loan Agreement unless otherwise specifically provided. The words “include”, “includes” and “including” Any reference to an agreement or document shall be deemed to include all exhibits, annexes, appendices and schedules thereto. The use herein of the word “include” or “including”, when following any general statement, term or matter shall not be followed by construed to limit such statement, term or matter to the phrase specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words terms “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, SecuritiesEquity Interests, accounts securities, revenues, accounts, leasehold interests and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “hereinhereof”, “hereofherein” and “hereunder”, and words of similar import, when used in any Loan Document shall be construed to refer to this Agreement in its entirety such Loan Document as a whole and not to any particular provision hereofof such Loan Document. All The terms lease and license shall include any sub-lease and sublicense, as applicable. In the computation of a period of time from a specified date to a later date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. In addition, (a) references herein to dividends or distributions agreements and other Contractual Obligations shall be deemed to include all payments subsequent amendments, restatements, novations, modifications, supplements, changes, replacements and waivers to limited partners such instruments, but only to the extent that such amendments, restatements, novations, modifications, supplements, replacements, changes and waivers are permitted or not prohibited by the Borrower notwithstanding that terms of this Loan Agreement or the affected agreement or Contractual Obligation and references herein to any defined term, section, clause or article of such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower agreements or Contractual Obligations shall be deemed to refer to such defined term, section, clause or article of such agreements or Contractual Obligations, as amended, restated or replaced, as appropriate, (b) references herein to Requirements of Law are to be construed as including all statutory provisions consolidating, amending, substituting, reenacting, modifying or replacing the Requirement of Law to which reference is made and all rules and regulations promulgated pursuant to such Requirement of Law, (c) references herein to Persons include a their respective successors and permitted assigns and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities and (d) references to days shall refer to calendar days, unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively. A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where a Loan Party is required to provide any document to the Administrative Agent, the Collateral Agent or the Lender under the terms of this Loan Agreement, the relevant document shall be provided in electronic form (as defined in Section 6.06(a)) or both printed and electronic form unless the Administrative Agent, the Collateral Agent or the Lender requests otherwise. This Loan Agreement is the result of negotiations among, and has been reviewed by counsel to, the Administrative Agent, the Collateral Agent, the Lender and the Loan Parties, and is the product of all parties. In the interpretation of this Loan Agreement, no rule of construction shall apply to disadvantage one party on the ground that such officer party proposed or was involved in the preparation of any particular provision of this Loan Agreement or this Loan Agreement itself. Except where otherwise expressly stated, the GP acting on behalf Administrative Agent, the Collateral Agent or the Lender may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by the Administrative Agent, the Collateral Agent or the Lender shall not be construed to require the Administrative Agent, the Collateral Agent or the Lender to request or await receipt of information or documentation from or with respect to the Borrower, any other Loan Party or any other Person.
Appears in 1 contract
Sources: Loan Agreement (Western Asset Mortgage Defined Opportunity Fund Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “includeswithout limitation” and or “includingbut not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. References to the “without limitation”. The word Lead Arranger,” any “willAgent,” the “Collateral Agent,” any “Credit Party,” any “Lender,” any “obligor,” any “Party” or any other persons shall be construed so as to have the same meaning include successors in title, permitted assigns and effect as the word permitted transferees. References to “shall”. The words “assetassets” includes present and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and future properties, including cash, Securities, accounts revenues and contract rightsrights of every description. The word References to a “lawCredit Document” shall be construed as referring to all statutes, rules, regulations, codes and or any other laws (including official rulings and interpretations thereunder having the force of law agreement or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or instrument is a reference to any agreement, instrument that Credit Document or other document (including this agreement or instrument as amended, novated, supplemented, extended or restated, strictly in accordance with the terms thereof. This Agreement restates and replaces, in its entirety, the Existing First Lien Credit Agreement; any reference in any of the other Credit DocumentsDocuments to the Existing First Lien Credit Agreement (however defined) shall be construed mean this Agreement. The terms lease and license shall include sub-lease and sub-license, as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrowerapplicable.
Appears in 1 contract
Sources: First Lien Credit and Guaranty Agreement (Solera Holdings LLC)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or, solely with respect to any Event of Default with respect to the financial covenant set forth in Section 6.8(a), deemed cured in accordance with the terms of Section 8.2. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein and unless the context requires otherwiseherein, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rulesstatutes, legislative acts, laws, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions rules shall be deemed to include all payments refer to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized statutes, acts, laws, regulations, and rules as a return of capital. Any reference in effect from time to an officer time, including any amendments of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.same and
Appears in 1 contract
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”broadest possible scope of such general statement, term or matter. The words “assethereof,” “herein,” “hereunder” and “property” words of similar import when used in this Agreement shall be construed to have the same meaning and effect and to refer to this Agreement as a whole and not to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsparticular provision of this Agreement. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless Unless the context requires otherwiseotherwise or otherwise specified in any applicable Credit Document, (a) reference to any Person includes that Person’s successors and assignees, (b) any definition of or reference to any Credit Document, agreement, instrument or other document (including this Agreement and the other Credit Documents) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated supplemented or otherwise modified (subject to any restrictions on such amendments, supplements restatements, supplements, or modifications set forth herein), (b) any definition of herein or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor lawstherein), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Any reference to “payment in full”, “paid in full”, “repaid in full”, “prepaid in full”, “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Credit Document with respect to the Loans or the Obligations shall mean all Obligations (including the Prepayment Premium) (excluding contingent claims for indemnification to the extent no claim giving rise thereto has been asserted) have been repaid in full in cash and have been fully performed and all Commitments have been permanently terminated.
(b) References in this Agreement to “determination” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations). A Default or Event of Default shall be construed deemed to include exist at all times during the period commencing on the date that such Person’s successors and assigns (subject Default or Event of Default occurs to any restrictions the date on assignment set forth herein) andwhich such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any Governmental Authority period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Lenders or by each Lender affected thereby, or by all Lenders, as applicable. Any Lien referred to in this Agreement or any self-regulating entityother Credit Document as having been created in favor of the Agent, any 4885-4330-5790v.25 agreement entered into by the Agent pursuant to this Agreement or any other Governmental Authority Credit Document, any payment made by or entity that to or funds received by the Agent pursuant to or as contemplated by this Agreement or any other Credit Document, or any act taken or omitted to be taken by the Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agent and the Lenders. Wherever the phrase “to the knowledge of any Credit Party” or words of similar import relating to the knowledge or the awareness of any Credit Party are used in this Agreement or any other Credit Document, such phrase shall have succeeded mean and refer to the actual knowledge of an Authorized Officer of any Credit Party in the good faith and diligent performance of such officer’s duties, including the making of such reasonably specific inquiries as may be necessary of the employees or all functions thereof, agents of such Credit Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates.
(dc) the words The phrases “herein”, “hereofpermitted by” and “hereunder”, and not prohibited by” or words of similar import, import shall be construed to refer to have the same meaning and effect.
(d) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners construed as if drafted jointly by the Borrower notwithstanding that such payments may otherwise be characterized as a return parties hereto and no presumption or burden of capital. Any reference to an officer proof shall arise favoring or disfavoring any party by virtue of the Borrower shall authorship of any provisions of this Agreement.
(e) If a due date for any payment, or for the delivery of any report, certificate, notice or other deliverable, falls on a day that is not a Business Day, then the due date will be deemed automatically extended to include a reference to such officer of the GP acting on behalf of the Borrowerimmediately following Business Day.
Appears in 1 contract
Sources: Senior Secured Loan Agreement (Greenidge Generation Holdings Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. References herein to any Schedule hereof shall be to that Schedule as it may be supplemented from time to time; provided that no such supplement shall amend, supplement or otherwise modify any Schedule or any representation affected thereby or be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as (i) consented to by Administrative Agent and Requisite Lenders in writing or (ii) supplemented or modified expressly in accordance with the Credit Documents. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any and all real and personalstatute or regulation which amends, tangible and intangible assets and propertiesrevises, including cashrestates, Securities, accounts and contract rightssupplements or supersedes any such statute or any such regulation. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as Unless otherwise expressly provided herein and unless the context requires otherwiseherein, (a) any definition of or reference to any agreementOrganizational Documents, instrument or other document agreements (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or and other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions contractual instruments shall be deemed to include all payments subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to limited partners the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any Credit Documents and (b) any reference to an officer a provision of the Borrower shall be deemed to include law is a reference to that provision as amended, modified, consolidated, replaced, interpreted or supplemented from time to time, and any successor to such officer provision of the GP acting on behalf of the Borrowerlaw.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Madison Square Garden Co)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase “without limitation”broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securitiessecurities, accounts and contract rights. The word “law” shall In determining whether any individual event, act, condition or occurrence of the foregoing types could reasonably be construed as referring expected to all statutesresult in a Material Adverse Effect, rulesnotwithstanding that a particular event, regulationsact, codes and other laws (including official rulings and interpretations thereunder having the force of law condition or with which affected Persons customarily comply)occurrence does not itself have such effect, and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions a Material Adverse Effect shall be deemed to include have occurred if the cumulative effect of such event, act, condition or occurrence and all payments to limited partners by the Borrower notwithstanding that other such payments may otherwise be characterized as a return of capital. Any reference to an officer events, acts, conditions or occurrences of the Borrower shall foregoing types which have occurred could reasonably be deemed expected to include result in a reference to such officer of the GP acting on behalf of the BorrowerMaterial Adverse Effect.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Newtek Business Services Corp.)
Interpretation, etc. Any With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, be used in any pronoun shall include the singular or the pluralcorresponding masculine, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically providedfeminine and neuter forms. The words “include”, ,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. .” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The .” Unless the context requires otherwise, (i) any reference herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to any Guarantor, Borrower or any other Credit Party shall be construed to include such Guarantor, Borrower or such Credit Party as debtor and debtor‑in‑possession and any receiver or trustee for such Guarantor, Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding, (ii) the words “herein,” “hereto,” “hereof” and “hereunder,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iii) all references in a Credit Document to Sections, Exhibits, Preliminary Statements, Recitals and Schedules shall be construed to refer to Sections of, and Exhibits, Preliminary Statements, Recitals and Schedules to, the Credit Document in which such references appear, (iv) the word “incur” (and its correlatives) shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (dvi) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall any certification hereunder required to be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions given by a corporate officer shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting made on behalf of the Borrowerapplicable Credit Party and not in the individual capacity of such officer.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein herein, references to statutes, legislative acts, laws, regulations, and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) rules shall be construed as referring deemed to refer to such agreementstatutes, instrument or other document acts, laws, regulations, and rules as in effect from time to time amendedtime, supplemented or otherwise modified (subject including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference refer to any statute, act, law, regulation, or rule or regulation shall be construed “as referring thereto in effect on” a specified date. Except as from time to time amendedotherwise expressly provided herein, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein in or to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entitythis Agreement, any other Governmental Authority Credit Document, or entity that shall have succeeded to any other agreement, instrument, or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement in its entirety and not any other relevant Credit Document unless such reference is expressly limited to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference refer to such officer of the GP acting on behalf of the Borroweragreement, instrument, or other document “as in effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein and unless the context requires otherwiseherein, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rulesstatutes, legislative acts, laws, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions rules shall be deemed to include all payments refer to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized statutes, acts, laws, regulations, and rules as a return of capital. Any reference in effect from time to an officer time, including any amendments of the Borrower shall be deemed to include a same and any successor statutes, acts, laws, regulations, and rules, unless any such reference to such officer of the GP acting on behalf of the Borrower.is expressly WEIL:\96958663\10\71605.0155
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends Terms defined in the UCC as in effect in the State of New York on the Effective Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. For purposes of this Agreement, the fair market value of any asset or distributions property shall be deemed to include all payments to limited partners such fair market value as is reasonably determined by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 1 contract
Sources: 364 Day Bridge Credit and Guaranty Agreement (Entegris Inc)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Requisite Purchasers, and, in the case of any Collateral Document, Collateral Agent, in each case in Collateral Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein herein, references to statutes, legislative acts, laws, regulations, and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) rules shall be construed as referring deemed to refer to such agreementstatutes, instrument or other document acts, laws, regulations, and rules as in effect from time to time amendedtime, supplemented or otherwise modified (subject including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified this Agreement (including by succession of comparable successor lawsany Appendix, Schedule, or Exhibit hereto), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority Note Document, or entity that shall have succeeded to any other agreement, instrument, or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement in its entirety and not any other relevant Note Document unless such reference is expressly limited to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference refer to such officer of agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the GP acting on behalf of Person but is intended to have substantially the Borrowersame effects as the prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Note Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein and, in the case of the Merger Agreement and the Life Sciences Sale Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, shall be construed to include any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners Terms defined in the UCC as in effect in the State of New York on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrowerthose definitions.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Tivity Health, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “includeswithout limitation” and or “includingbut not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase “without limitation”broadest possible scope of such general statement, term or matter. The word “will” terms lease and license shall include sub-lease and sub-license, as applicable. Whenever any payment to be made hereunder shall be construed stated to have the same meaning and effect as the word “shall”. The words “asset” and “property” be due on a day that is not a Business Day, such payment shall be construed made as set forth in Section 2.16(e) and (g), the provisos set forth in the definition of “Interest Period”, or, to have the same meaning and effect and extent provided in any amendment, waiver, or modification of a Credit Document, as provided therein, as applicable. Whenever performance of any other obligation or agreement is required on a day that is not a Business Day, the date for such performance shall be extended to refer the next succeeding Business Day. Unless otherwise specifically indicated, the term “consolidated” with respect to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring Person refers to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or such Person consolidated with which affected Persons customarily comply)its Restricted Subsidiaries, and all judgments, orders, writs and decrees, excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of all Governmental Authoritiessuch Person. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any Any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) anda merger, in the case of any Governmental Authority consolidation, amalgamation, assignment, sale, disposition or any self-regulating entitytransfer, any other Governmental Authority or entity that shall have succeeded to any or all functions thereofsimilar term, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments apply to a division of or by a limited partners by liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company, limited partnership or trust shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Ladder Capital Corp)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole discretion. The words “includehereof”, “includeshereunder”, “hereby”, and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitationcontinuing”, “continuance”, “existing”, or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived in accordance with Section 10.5. The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license. Whenever the context may require, rulesany pronoun shall be construed to include the corresponding masculine, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein herein, references to statutes, legislative acts, laws, regulations, and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) rules shall be construed as referring deemed to refer to such agreementstatutes, instrument or other document acts, laws, regulations, and rules as in effect from time to time amendedtime, supplemented or otherwise modified (subject including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference refer to any statute, act, law, regulation, or rule “as in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified this Agreement (including by succession of comparable successor lawsany Appendix, Schedule, or Exhibit hereto), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority Credit Document, or entity that shall have succeeded to any other agreement, instrument, or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement in its entirety and not any other relevant Credit Document unless such reference is expressly limited to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference refer to such officer of agreement, instrument, or other document “as in effect on” a specified date. Unless otherwise expressly stated, if a Person may not take an action under this Agreement, then it may not take that action indirectly, or take any action assisting or supporting any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the GP acting on behalf of Person but is intended to have substantially the Borrowersame effects as the prohibited action. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)
Interpretation, etc. Any All references in this Deed of Trust to Exhibits, Schedules, articles, sections, subsections, definitions and other subdivisions refer to the terms defined herein mayExhibits, Schedules, articles, sections, subsections, definitions and other subdivisions of this Deed of Trust unless expressly provided otherwise. References to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto, and (b) shall include all amendments, supplements or restatements thereof. Titles appearing at the beginning of any subdivisions hereof are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Deed of Trust", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Deed of Trust as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation". References to a Person's "discretion" refer to such Person's sole and absolute discretion. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Unless otherwise specified, be used in the singular or the plural, depending on the reference. References references herein to any Article, Section, Schedule particular Person also refer to its successors and permitted assigns. This Deed of Trust has been reviewed and negotiated by sophisticated parties with access to legal counsel and no rule of construction shall apply hereto or Exhibit shall be to an Article thereto which would require or a Section of, or a Schedule or an Exhibit to, allow this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed Deed of Trust to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to against any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force party because of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, its role in drafting this Deed of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the BorrowerTrust.
Appears in 1 contract
Sources: Loan Agreement
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein and, in the case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(b) Unless the context otherwise requires, any reference to dividends a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or distributions transfer, or similar term, shall be deemed to include all payments apply to a division of or by a limited partners by liability company, or an allocation of assets to a series of a limited liability company (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 1 contract
Sources: Term Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. .
(b) References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. .
(c) The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. If any obligation of payment or performance required under the Credit Documents falls on a day which is not a Business Day, then (except as set forth in the definition of Interest Period) the due date will be followed by extended to the phrase “without limitation”. immediately following Business Day.
(d) The word “will” shall be construed to have the same meaning and effect as the word “shall”. The .
(e) Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed and delivered or as it may from time to time be amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, amendments and restatements, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (GPB Holdings II, LP)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section ofSection, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “includeswithout limitation” and or “includingbut not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase “without limitation”broadest possible scope of such general statement, term or matter. The word “will” shall be construed to have use herein of the same meaning and effect as the word “shall”. The words “assetherein,” “hereto,” “hereof” and “propertyhereunder” and words of similar import when used in any Credit Document shall be construed to have the same meaning and effect and to refer to such Credit Document as a whole and not to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsparticular provision thereof. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as Unless otherwise expressly provided herein and unless the context requires otherwiseherein, (ai) any definition of or reference references to any agreementOrganizational Documents, instrument or other document agreements (including this Agreement and the other Credit Documents) and other contractual instruments shall be construed as referring deemed to such agreementinclude all subsequent amendments, instrument or restatements, extensions, supplements and other document as from time modifications thereto, but only to time amended, supplemented or otherwise modified (subject to any restrictions on the extent that such amendments, restatements, extensions, supplements or and other modifications set forth herein), are not prohibited hereunder; and (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute Legal Requirement shall be construed include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Legal Requirement. The terms lease and license shall include sub-lease and sub-license, as referring applicable. Any reference to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein a Person party to any document shall include a successor in interest to such Person shall be construed to include and such Person’s successors and assigns (subject assigns, unless the succession of such Person or the assignment to any restrictions on assignment set forth herein) such Person is not permitted hereunder and, in the case of any Governmental Authority or any self-regulating entityAuthority, any other Governmental Authority or entity that shall have succeeded to any or all of the functions thereof. Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and (d) “or” are not exclusive. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “herein”, “hereofto” and “hereunder”, until” each mean “to but excluding;” and words of similar import, shall be construed the word “through” means “to refer to this Agreement in its entirety and not to any particular provision hereof. including.” All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer “knowledge” of the Borrower shall or any of its Restricted Subsidiaries means the actual knowledge of an Authorized Officer. For purposes of determining compliance at any time with Sections 6.1, 6.2 and 6.5, in the event that any Indebtedness, Lien or sale/leaseback transaction (or, in each case, a portion thereof), as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such Section and will only be deemed required to include a such Reclassifiable Item (or portion thereof) in any one category. It is understood and agreed that any Indebtedness, Lien or sale/leaseback transaction need not be permitted solely by reference to such officer one category of the GP acting on behalf of the Borrowerpermitted Indebtedness, Lien or sale/leaseback transaction under Sections 6.1, 6.2 or 6.5, respectively, but may instead be permitted in part under any combination thereof or under any other available exception.
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower Partnership notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference to such officer of the GP acting on behalf of the Borrower.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Interpretation, etc. Any The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined herein may, unless defined. Whenever the context otherwise requiresmay require, be used in any pronoun shall include the singular or the pluralcorresponding masculine, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically providedfeminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless Unless the context requires otherwise, otherwise (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns assigns, (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (dc) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All , (d) all references herein to dividends or distributions Articles, Sections, Exhibits and Schedules shall be deemed construed to include refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all payments to limited partners tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The interest rate on Eurodollar Rate Loans is determined by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer the LIBO Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the Borrower shall IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to include a determine the interest rate on Eurodollar Rate Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to such officer be used in place of the GP acting on behalf London interbank offered rate. Upon the occurrence of a Benchmark Transition Event or an Early Opt-In Election, Section 2.17(a)(ii) provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.17(a)(iv), of any change to the reference rate upon which the interest rate on Eurodollar Rate Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.17(a)(ii), whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.17(a)(iii)), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Douglas Dynamics, Inc)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein and, in the case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(b) Unless the context otherwise requires, any reference to dividends a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or distributions transfer, or similar term, shall be deemed to include all payments apply to a division of or by a limited partners by liability company, or an allocation of assets to a series of a limited liability company (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 1 contract
Sources: Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(a) Unless the context otherwise requires, any reference to dividends a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or distributions transfer, or similar term, shall be deemed to include all payments apply to a division of or by a limited partners by liability company, or an allocation of assets to a series of a limited liability company (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 1 contract
Sources: Debtor in Possession Abl Credit and Guaranty Agreement (QualTek Services Inc.)
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cashCash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) shall be construed as referring to such agreement, instrument or other document as from time to DMFIRM #406105327 v2 77 time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth hereinherein and, in the case of the Merger Agreement, subject to the approval thereof by the Arranger to the extent such approval would be required under Section 3.1), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(a) Unless the context otherwise requires, any reference to dividends a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or distributions transfer, or similar term, shall be deemed to include all payments apply to a division of or by a limited partners by liability company, or an allocation of assets to a series of a limited liability company (or the Borrower notwithstanding that unwinding of such payments may otherwise be characterized a division or allocation), as if it were a return merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of capitalor with a separate Person. Any reference to an officer division of the Borrower a limited liability company shall be deemed to include constitute a reference to separate Person hereunder (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such officer of the GP acting on behalf of the Borrowera Person or entity).
Appears in 1 contract
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAppendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAppendix, or a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement, instrument, certificate or other document to be in “substantially” the form of an Appendix, Schedule, or Exhibit hereto means that such referenced document shall be in the form of such Appendix, Schedule, or Exhibit with such modifications to such form as are approved by Administrative Agent (without any requirement for Lender consent), and, in the case of any Collateral Document, Administrative Agent, in each case in such Agent’s sole discretion (without any requirement for Lender consent). The words “include”, hereof,” “includeshereunder,” “hereby,” and words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by refer to all other items or matters that fall within the phrase broadest possible scope of such general statement, term or matter. The use herein of the words “without limitation”continuing,” “continuance,” “existing,” or any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has not been expressly waived or cured in accordance with the terms hereof (to the extent it is capable of being cured). The word “will” shall be construed to have as having the same meaning and effect as the word “shall”. .” The words “assetassets” and “property” shall be construed to have as having the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securities, accounts and contract rightsproperties of any relevant Person or Persons. The word “law” terms lease and license shall be construed as referring to all statutesinclude sub-lease and sub-license, rulesrespectively. Whenever the context may require, regulationsany pronoun shall be construed to include the corresponding masculine, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply)feminine, and all judgments, orders, writs neuter forms. References to Persons include their respective permitted successors and decrees, of all Governmental Authoritiesassigns. Except as otherwise expressly provided herein herein, references to statutes, legislative acts, laws, regulations, and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) rules shall be construed as referring deemed to refer to such agreementstatutes, instrument or other document acts, laws, regulations, and rules as in effect from time to time amendedtime, supplemented or otherwise modified (subject including any amendments of the same and any successor statutes, acts, laws, regulations, and rules, unless any such reference is expressly limited to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference refer to any statute, act, law, regulation, or rule or regulation shall be construed “as referring thereto in effect on” a specified date. Except as from time to time amendedotherwise expressly provided herein, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein in or to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entitythis Agreement, any other Governmental Authority Credit Document, or entity that shall have succeeded to any other agreement, instrument, or all functions thereof, and (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, other document shall be construed to refer to the referenced agreement, instrument, or document as assigned, amended, restated, supplemented, or otherwise modified from time to time, in each case in accordance with the express terms of this Agreement in its entirety and not any other relevant Credit Document unless such reference is expressly limited to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference refer to such officer of the GP acting on behalf of the Borroweragreement, instrument, or other document “as in effect on” a specified date. Except as otherwise provided therein, this Section 1.3 shall apply equally to each other Credit Document as if fully set forth therein, mutatis mutandis.
Appears in 1 contract
Sources: Senior Secured Super Priority Term Loan Debtor in Possession Credit and Guaranty Agreement
Interpretation, etc. (a) Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Article, Section, Schedule or Exhibit shall be to an Article or a Section of, or a Schedule or an Exhibit to, this Agreement, unless otherwise specifically provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal, tangible and intangible assets and properties, including cash, Securitiessecurities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless Unless the context requires otherwise, (ai) any definition of or reference to any agreement, instrument instrument, plan or other document (including this Agreement and the other Credit DocumentsAgreement) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (bii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, restated, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (ciii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority or any self-regulating entityAuthority, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (div) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references .
(b) Subject to dividends the proviso set forth in the definition of “Interest Period”, whenever any payment to be made hereunder with respect to any Loan or distributions any performance of any covenant, duty or obligation shall be deemed stated to include all payments to limited partners by be due on a day that is not a Business Day, such payment or performance shall be due on the Borrower notwithstanding that next succeeding Business Day, and such payments may otherwise extension of time shall be characterized as a return of capital. Any reference to an officer included in the computation of the Borrower shall be deemed to include a reference to such officer payment of the GP acting on behalf of the Borrowerinterest hereunder.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (AutoTrader Group, Inc.)
Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any ArticleSection, SectionAnnex, Appendix, Schedule or Exhibit shall be to a Section, an Article or a Section ofAnnex, or an Appendix, a Schedule or an Exhibit toExhibit, this Agreementas the case may be, hereof unless otherwise specifically provided. The words use herein of the word “include”, “includes” and or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personalother items or matters that fall within the scope of such general statement, tangible and intangible assets and propertiesterm or matter. Unless otherwise indicated, including cash, Securities, accounts and contract rights. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders, writs and decrees, of all Governmental Authorities. Except as otherwise expressly provided herein and unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document (including this Agreement and the other Credit Documents) herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or reference . The following terms have the meanings given to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), and all references to any statute shall be construed as referring to all rules, regulations, rulings and official interpretations promulgated or issued thereunder, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, them in the case UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of any Governmental Authority or any self-regulating entity, any other Governmental Authority or entity that shall have succeeded to any or all functions thereof, and (d) the words terms defined): “hereinaccount”, “hereofaccount debtor”, “certificated security”, “chattel paper”, “commercial tort claim”, “electronic chattel paper”, “equipment”, “fixture”, “general intangible”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record” and “hereundersupporting obligation”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof. All references to dividends or distributions shall be deemed to include all payments to limited partners by The term “insider” as used herein has the Borrower notwithstanding that such payments may otherwise be characterized as a return of capital. Any reference to an officer of the Borrower shall be deemed to include a reference meaning given to such officer of term in the GP acting on behalf of the BorrowerBankruptcy Code.
Appears in 1 contract
Sources: Credit, Guaranty and Security Agreement (Kv Pharmaceutical Co /De/)