Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto.
Appears in 4 contracts
Sources: Support Agreement (Cyclo Therapeutics, Inc.), Support Agreement (Cyclo Therapeutics, Inc.), Support Agreement (Rafael Holdings, Inc.)
Interpretation; Rules of Construction. Unless When a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise expressly provided or indicated. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless the context requires otherwise: (a) all references otherwise indicated. When a reference is made in this Agreement to Articles, Sectionssuch reference shall be to an Article of this Agreement unless otherwise indicated. The words “include”, Schedules “include” and Exhibits “including” when used herein shall mean be deemed in each case to be followed by the words “without limitation”. The headings contained in this Agreement are for reference purposes only and refer to Articles, Sections, Schedules and Exhibits shall not affect in any way the meaning or interpretation of this Agreement; (b) all references . Reference to statutes and related regulations the Subsidiaries of an entity shall be deemed to include all amendments direct and indirect Subsidiaries of such entity. The parties hereto agree that they have been represented by legal counsel during the same negotiation and execution of this Agreement and, therefore, waive the application of any successor law, regulation, holding or replacement statutes and regulationsrule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. Unless the express context otherwise requires, with respect to any statement in this Agreement to the effect that any information, document or other material has been “delivered,” “made available,” or similar phrases, to Acquiror or its Representatives, that such information, document or material was: (A) available for review by Acquiror or its Representatives in the Electronic Data Room in connection with this Agreement as of 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date; or (cB) delivered to Acquiror or its Representatives in the manner described in Section 13.9 of this Agreement or by electronic delivery (including e-mail) by 5:00 p.m. Pacific Time on the date one (1) Business Day prior to the Agreement Date. Unless the express context otherwise requires, the words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar terms import, when used in this Agreement, shall refer to this entire Agreement (including the Schedules as a whole and Exhibits hereto); (e) references not to any Person shall be deemed to mean and include particular provision of this Agreement. Unless the successors and permitted assigns of such Person (orexpress context otherwise requires, terms defined in the case of singular shall have a Governmental Bodycomparable meaning when used in the plural, Persons succeeding and vice versa. Unless the express context otherwise requires, the terms “Dollars” and “$” mean United States Dollars. Unless the express context otherwise requires, references herein to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender. Unless the express context otherwise requires, references herein to any Contract (including this Agreement) means such Contract as amended, supplemented or modified from time to time in accordance with the terms thereof; (h) whenever this Agreement refers provided, that any requirement to a number disclose and/or make available to Acquiror any Contract shall not be considered satisfied unless each amendment, supplement or modification to such Contract has been so disclosed and/or made available to Acquiror. Unless the express context otherwise requires, with respect to the determination of daysany period of time, such number the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. Unless the express context otherwise requires, the words “party” or “parties” or “parties hereto” shall refer to calendar daysthe parties to this Agreement. Unless the express context otherwise requires, unless references herein to any Law or any license mean such reference is specifically Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to “Business Days”; time. Unless the express context otherwise requires, references herein to any Law shall be deemed also to refer to all rules and (i) regulations promulgated thereunder. Unless the term express context otherwise requires, the word “or” has is not exclusive. Unless the inclusive meaning represented by express context otherwise requires, references to the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period Company shall be excluded. If deemed to refer to the last day of such period is Company’s status as a non-Business Day, California corporation prior to the period in question shall end on Conversion and as a California limited liability company following the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party heretoConversion.
Appears in 4 contracts
Sources: Stock Purchase Agreement (Revelyst, Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.), Stock Purchase Agreement (Outdoor Products Spinco Inc.)
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references When a reference is made in this Agreement to Exhibits, Sections or Articles, Sectionssuch reference shall be to an Exhibit to, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits Section of or Article of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references , unless otherwise indicated. The words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”. The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar terms import when used in this Agreement shall refer to this entire the Agreement (including the Schedules as a whole and Exhibits hereto); (e) references not to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, particular provision in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the Agreement. The term “or” has is not exclusive. The word “will” shall be construed to have the inclusive same meaning represented by and effect as the phrase word “and/orshall.” References to days mean calendar days unless otherwise specified. All references to “dollars” or “$” or “US$” in this Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The Article headings and Section headings table of contents contained in this Agreement or in any Exhibit or Schedule hereto are solely for the purpose of reference, are not part of the agreement of the parties reference purposes only and shall not affect in any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which All Exhibits and Schedules annexed hereto or following which, any act is referred to be done or step taken pursuant to herein are hereby incorporated in and made a part of this Agreement, the date Agreement as if set forth herein. The parties hereto agree that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is they have been represented by legal counselcounsel during the negotiation and execution of this Agreement and, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of therefore, waive the authorship application of any provision of this Agreement. Rules law, regulation, holding or rule of construction relating to interpretation providing that ambiguities in an agreement or other document shall be construed against the drafter of an party drafting such agreement shall not apply to or document. When a reference is made in this Agreement and are expressly waived by each party heretoor the Company Disclosure Schedule to information or documents being provided, made available or disclosed to Parent or its Affiliates, such information or documents shall include only information or documents contained in the Company’s virtual data room established at ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ that has been used for due diligence in connection with the Merger, but only to the extent such information or documents were accessible to Parent on May 20, 2016.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Electro Rent Corp), Merger Agreement (Electro Rent Corp)
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless Except where the context requires otherwise: otherwise clearly requires:
(a) all references The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”
(b) The use of the term “or” shall be equivalent to the use of the term “and/or.”
(c) When a reference is made in this Agreement to Articlesa Schedule or an Exhibit, Sectionssuch reference shall be to a Schedule or an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, Schedules and Exhibits such reference shall mean and refer be to Articles, Sections, Schedules and Exhibits an Article or a Section of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) Agreement unless otherwise indicated. The words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and “herewith” and words of similar terms shall import shall, unless otherwise stated, be construed to refer to this entire Agreement (including the Schedules as a whole and Exhibits hereto); (e) references not to any Person shall be deemed to mean and include the successors and permitted assigns particular provision of such Person this Agreement,
(or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (fd) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained set forth in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties reference purposes only and shall not affect in any way affect the meaning or interpretation of this Agreement. When calculating .
(e) Article, section, paragraph, exhibit and schedule references are to the period before whicharticles, within which or following whichsections, any act is paragraphs, exhibits and schedules of this Agreement unless otherwise specified.
(f) The meaning assigned to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period each term defined herein shall be excluded. If equally applicable to both the last day singular and the plural forms of such period term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a non-corresponding meaning.
(g) Documents or other information and materials shall be deemed to have been “made available” by the Company if and only if the Company has posted such documents and information and other materials to a virtual data room managed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and such documents and information and other materials have been available on a continuous basis at least five (5) Business Day, Days prior to the period in question shall end on the next succeeding Business Day. This execution and delivery of this Agreement is the product of negotiations among by the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring .
(h) A reference to any party by virtue of the authorship of to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.
(i) A reference to any specific legislation or to any provision of this Agreement. Rules of construction relating any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.
(j) References to interpretation against the drafter of an agreement shall not apply “$” and “Dollars” are to this Agreement and are expressly waived by each party heretoU.S. dollars.
Appears in 1 contract
Sources: Merger Agreement (Bioventus Inc.)
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to The terms “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement as a whole (including the Schedules Company Disclosure Letter and Exhibits hereto); (e) references , and when a reference is made in this Agreement to any Person Exhibits, Sections or Articles, such reference shall be to an Exhibit to, Section of or Article of this Agreement, respectively, unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to mean and include be followed by the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term words “including” shall be deemed to mean “including, without limitation”; (g) words of any gender .” When a reference is made to a specific Law, act or statute, such reference shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” any regulations promulgated thereunder. The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties reference purposes only and shall not affect in any way affect the meaning or interpretation of this Agreement. The terms defined herein have the meanings assigned to them in this Agreement and include plural as well as the singular. Pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms. Unless stated otherwise, the terms “dollars” and “$” shall mean United States dollars. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. When calculating the period of time before which, within which or following which, which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto.
Appears in 1 contract
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references in this Agreement to Articles, Sections, Schedules and Exhibits shall mean and refer to Articles, Sections, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party hereto. As used in this Agreement, an Equityholder’s undertaking to use “reasonable best efforts” to cause any trust to take any action or to refrain from taking any action shall specifically mean recommending such course of action to the trustee(s) of such trust as being in the best interest of the trust and its beneficiaries, recognizing that whether or not a trustee determines to adopt such course of action remains a decision to be made by such trustee in the exercise of its fiduciary duties to the applicable trust. Any covenant of the undersigned Equityholder in this Agreement requiring the undersigned Equityholder to use its reasonable best efforts to cause or procure, or to otherwise cause or procure, that any of its Affiliates take any action hereunder in their capacity as Equityholders shall not apply to the undersigned Equityholder with respect to an Affiliate if such Affiliate has entered into, with, inter alia, the Company, a support agreement in substantially the form of this Agreement in its own right as an “Equityholder.”
Appears in 1 contract
Interpretation; Rules of Construction. Unless otherwise expressly provided The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or unless to affect the context requires otherwise: (a) all meaning or interpretation of this Agreement. All references in this Agreement to Articles, Sections, subsections, Annexes, Exhibits and Schedules and Exhibits shall mean and refer are references to Articles, Sections, Schedules subsections, Exhibits and Exhibits of Schedules, respectively, in and to this Agreement; (b) all references , unless otherwise specified. All words used in this Agreement will be construed to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in gender or number as the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term circumstances require. The words “include” or “including” shall be deemed to mean “include, without limitation” or “including, without limitation,” as the case may be, and the language following “include” or “including” shall not be deemed to set forth an exhaustive list. The word “or” shall not be limiting or exclusive. Unless stated otherwise, the terms “dollars”; (g) words of any gender , “$”, and “USD” shall include each other gender; (h) whenever this Agreement refers mean United States dollars and “NZD” shall mean New Zealand dollars. References to a number of days, such number shall refer days are to calendar days, unless such reference ; provided that any action otherwise required to be taken on a day that is specifically to “not a Business Days”; and (i) Day shall instead be taken on the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreementnext Business Day. When calculating the period of time before which, within which or following which, which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business DayAs used in this Agreement, the period in question singular or plural number shall end be deemed to include the other when the context so requires. The words “made available” or words of similar import mean that, on or before 5:00 p.m., Pacific time one (1) Business Day immediately preceding the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision date of this Agreement, Seller has posted true, correct and complete copies of such materials to the virtual data room managed by Seller (the “VDR”), provided that Purchaser and its representatives shall have been granted access to such virtual data room and provided written notice of such materials prior to such time in connection with the Transactions. Rules When a reference is made to a specific Law, act or statute, such reference shall include any regulations promulgated thereunder. Any capitalized terms used in any Annex, Exhibit, Schedule or other Transaction Documents but not otherwise defined therein shall have the meaning as defined in this Agreement. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by each party heretoas if set forth herein.
Appears in 1 contract
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references When a reference is made in this Agreement to Articlesa Section, SectionsExhibit or Schedule, Schedules and Exhibits such reference shall mean and refer be to Articlesa Section, SectionsExhibit or Schedule, Schedules and Exhibits respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this AgreementAgreement otherwise requires, (i) words of any gender include each other gender; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (cii) words using the singular or plural number also shall include the plural or singular number, respectively; (diii) references to the terms “hereof,” “herein,” “hereby” and derivative or similar terms shall words refer to this entire Agreement Agreement; (iv) the words “include”, “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation”, (v) the word “or” shall not be exclusive and shall be read to mean “and/or” and (vi) references herein to an agreement, instrument, document, disclosure statement or offering memorandum means such agreement, instrument, document, disclosure statement or offering memorandum as amended, supplemented or modified from time to time (including all exhibits, term sheets and schedules annexed thereto and certificates, instruments or any other documents delivered pursuant thereto) to the Schedules extent permitted by the provisions thereof and Exhibits hereto); (e) references not prohibited by this Agreement. Unless expressly set forth herein to the contrary, any provision of this Agreement granting a party the right to approve, accept, adopt or consent to any Person action or document shall be deemed to mean grant to such party the right to do so in such party’s sole and include the successors absolute discretion with regard to its own interest only and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding without regard to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words interest of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and (i) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article and Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. When calculating the period before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excludedPerson. If the last any payment or other obligation is due on any day of such period which is not a non-Business Day, the period in question such obligation shall end on be automatically extended to the next succeeding Business Day. This Agreement is the product of negotiations among the The parties hereto, each of which is hereto agree that they have been represented by legal counselcounsel during the negotiation and execution of this Agreement and, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of therefore, waive the authorship application of any provision of this Agreement. Rules law, regulation, holding or rule of construction relating to interpretation providing that ambiguities in an agreement or other document shall be construed against the drafter of an party drafting such agreement shall not apply to this Agreement and are expressly waived by each party heretoor document.
Appears in 1 contract
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references When a reference is made in this Agreement to ArticlesSection, SectionsExhibit or Schedule, Schedules and Exhibits such reference shall mean and refer be to Articlesa Section, SectionsExhibit or Schedule, Schedules and Exhibits respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this AgreementAgreement otherwise requires, (i) words of any gender include each other gender; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (cii) words using the singular or plural number also shall include the plural or singular number, respectively; (diii) references to the terms “hereof,” “herein,” “hereby” and derivative or similar terms shall words refer to this entire Agreement (including the Schedules and Exhibits hereto)Agreement; (eiv) references to any Person the words “include”, “includes” and “including” when used herein shall be deemed in each case to mean and include be followed by the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term words “including” shall be deemed to mean “including, without limitation”; (gv) words of any gender the word “or” shall include each other gendernot be exclusive and shall be read to mean “and/or”; (hvi) whenever references herein to an agreement, instrument, document, disclosure statement or offering memorandum means such agreement, instrument, document, disclosure statement or offering memorandum as amended, supplemented and modified from time to time (including all exhibits, term sheets and schedules annexed thereto and certificates, instruments or any other documents delivered pursuant thereto) to the extent permitted by the provisions thereof and not prohibited by this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”Agreement; and (ivii) the term “or” has the inclusive meaning represented by the phrase “and/ormade available” means posted in the electronic data room, established at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.” The Article and Section headings contained in this Agreement are solely ▇▇▇▇▇▇▇▇.▇▇▇/eRoom/ReddyIce/ProjectPacerBondholders for the purpose of referencethe Contemplated Transactions, are not part on or prior to the close of business on April 1, 2012 and has continuously remained posted in such electronic data room thereafter and through the agreement of the parties and shall not in any way affect the meaning or interpretation date of this Agreement. When calculating Unless expressly set forth herein to the period before whichcontrary, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. This Agreement is the product of negotiations among the parties hereto, each of which is represented by legal counsel, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this AgreementAgreement granting a party the right to approve, accept, adopt or consent to any action or document shall be deemed to grant to such party the right to do so in such party’s sole and absolute discretion with regard to its own interest only and without regard to the interest of any other Person. Rules If any payment or other obligation is due on any day which is not a Business Day, such obligation shall be automatically extended to the next Business Day. The parties hereto agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction relating to interpretation providing that ambiguities in an agreement or other document shall be construed against the drafter of an party drafting such agreement shall not apply to this Agreement and are expressly waived by each party heretoor document.
Appears in 1 contract
Interpretation; Rules of Construction. Unless otherwise expressly provided or unless the context requires otherwise: (a) all references In this Agreement, except to the extent otherwise provided or that the context otherwise requires:
(i) when a reference is made in this Agreement to Articlesan Article, SectionsSection, Schedules and Exhibits shall mean and refer to ArticlesExhibit, SectionsSchedule or Annex, Schedules and Exhibits of this Agreement; (b) all references to statutes and related regulations shall include all amendments of the same and any successor or replacement statutes and regulations; (c) words using the singular or plural number also shall include the plural or singular number, respectively; (d) references to “hereof,” “herein,” “hereby” and similar terms shall refer to this entire Agreement (including the Schedules and Exhibits hereto); (e) references to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person); (f) the term “including” shall be deemed to mean “including, without limitation”; (g) words of any gender shall include each other gender; (h) whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless such reference is specifically to “Business Days”; and an Article or Section of, or an Exhibit, Schedule or Annex to, this Agreement;
(iii) the term “or” has the inclusive meaning represented by the phrase “and/or.” The Article table of contents and Section headings contained in for this Agreement are solely for the purpose of reference, are reference purposes only and do not part of the agreement of the parties and shall not affect in any way affect the meaning or interpretation of this Agreement. When calculating ;
(iii) each Annex, Exhibit and Schedule to this Agreement is a part of this Agreement, and should be construed together;
(iv) the phrases “ordinary course of business” and “ordinary course” refer to the ordinary course of business of the Business as currently conducted in accordance with past practices;
(v) the word “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”;
(vi) the term “writing,” “written” and comparable terms shall be deemed to include communications in electronic form;
(vii) where a period before whichof time is specified to run from or after a given day or the day of an act or event, within which or following which, any act it is to be done calculated exclusive of such day; and where a period of time is specified as commencing on a given day or step taken pursuant the day of an act or event, it is to this Agreement, be calculated inclusive of such day;
(viii) if the date time for performing an obligation hereunder expires on a day that is the reference date in calculating such period shall be excluded. If the last day of such period is not a non-Business Day, the period in question time shall end be extended until that time on the next succeeding Business Day;
(ix) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;
(x) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
(xi) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
(xii) terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto;
(xiii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;
(xiv) references to a Person are also to its successors and permitted assigns;
(xv) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;
(xvi) references to a law, rule, regulation, contract, agreement or other document mean that law, rule, regulation, contract, agreement, or document as are from time to time amended, modified or supplemented, including by succession of comparable successor law, rule, regulation, contract, agreement, or document, if applicable; and
(xvii) references to the United States, the US and the U.S. refer to the United States of America.
(b) Any statement to the effect that any information, document or other material has been “made available” shall mean that such information, document or material was made available by Seller Parties to the Purchaser or the Purchaser’s representatives, for review at least two (2) Business Days prior to the date of this Agreement, by either (i) physically delivering such information to the Purchaser or the Purchaser’s representatives, (ii) delivering such information to the Purchaser or the Purchaser’s representatives in electronic format, whether via email or contained in a disc or other memory device, or (iii) making such information available to the Purchaser or the Purchaser’s representatives in a virtual data room maintained by Seller Parties.
(c) The Parties have participated jointly in the negotiation and drafting of this Agreement and the other agreements, documents and instruments executed and delivered in connection herewith with counsel sophisticated in investment transactions. This The language used in this Agreement is shall be deemed to be the product language chosen by the Parties to express their mutual intent. In the event an ambiguity or question of negotiations among intent or interpretation arises, this Agreement and the parties heretoagreements, each of which is represented documents and instruments executed and delivered in connection herewith shall be construed as if drafted jointly by legal counsel, the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party Party by virtue of the authorship of any provision provisions of this Agreement. Rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived by the agreements, documents and instruments executed and delivered in connection herewith. The Parties acknowledge that each party heretoParty and its attorney has reviewed and participated in the drafting of this Agreement and that no rule of strict construction shall be applied against any Party.
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