2Interpretation. Unless stated to the contrary or the context requires otherwise, in this Agreement (including its preamble and its schedules): (a) a reference to a Clause or a Schedule is a reference to a clause or a schedule to this Agreement; (b) a reference to this Agreement shall include its preamble and schedules; (c) the index and the headings are for convenience or reference only and shall not be used in construing this Agreement; (d) words appearing in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any; (e) a reference to set-off shall include corresponding rights and powers under applicable law; (f) a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, MBCC or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents; (g) a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated; (h) a reference to a provision of law (including without limitation any sanctions laws, regulations or restrictive measures) shall mean such provision, as amended, supplemented, substituted or re-enacted from time to time; (i) a reference to Parties shall be constructed as reference to the parties to the Agreement; and Party means any of the Parties; (j) a reference to a time of day shall be construed as a reference to time in Belgium; and (k) all periods of time shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, the expiration date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of the same day in the following month(s) (or year(s)). 1. 3Spanish terms (a) an “insolvency proceeding” includes a declaración de concurso, con independencia de su carácter necesario o voluntario, any notice to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial;
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Ferro Corp), Receivables Purchase Agreement (Ferro Corp)
2Interpretation. Unless stated to the contrary or the context requires otherwise, in this Agreement (including its preamble and its schedules):
(a) a reference to a Clause or a Schedule is a reference to a clause or a schedule to this Agreement;
(b) a reference to this Agreement shall include its preamble and schedules;
(c) the index and the headings are for convenience or reference only and shall not be used in construing this Agreement;
(d) words appearing in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;
(e) a reference to set-off shall include corresponding rights and powers under applicable law;
(f) a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, MBCC or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents;
(g) a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(h) a reference to a provision of law (including without limitation any sanctions laws, regulations or restrictive measures) shall mean such provision, as amended, supplemented, substituted or re-enacted from time to time;
(i) a reference to Parties shall be constructed as reference to the parties to the Agreement; and Party means any of the Parties;
(j) a reference to a time of day shall be construed as a reference to time in Belgium; and
(k) all periods of time shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, the expiration date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of the same day in the following month(s) (or year(s)).
1. 3Spanish terms
(a) an “a winding-up, administration or dissolution includes, without limitation, insolvency proceeding” includes a declaración de (concurso, con independencia de su carácter necesario o voluntario), any notice to a competent court pursuant to Article 5 Bis article 583 of the Spanish Insolvency Law and its "solicitud de inicio de procedimiento de concurso", "auto de declaración de concurso, " and "convenio judicial con acreedores, liquidation, composition with creditors (acuerdo colectivo de refinanciación) or any arrangement in accordance with articles 598 et seq. and articles 609 et seq. of the Spanish Insolvency Law moratorium or suspension of payments, controlled management (“intervención administrativa o extrajudicial judicial”), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally and a winding-up in accordance with the articles of the Title X of the Spanish Companies Act;
(b) a receiver, administrative receiver, administrator or the like includes, without limitation, administración del concurso, administrador concursal or any other person performing the same function;
(c) a composition, compromise, assignment or arrangement with any creditor includes, without limitation, the celebration of a convenio de acreedores in the context of a concurso;
(d) a matured obligation includes, without limitation, any crédito líquido vencido y exigible;
(e) Security includes, without limitation, any prenda (con acreedores o sin desplazamiento posesorio), hipoteca, garantía financiera pignoraticia and transacción judicial any other garantía real o extrajudicial;personal, derecho de retención, crédito privilegiado, preferencia en el orden de prelación de créditos or other transaction having the same effect as each of the foregoing; and
(f) a person being unable to pay its debts includes that person being in a state of insolvencia or concurso.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Ferro Corp)
2Interpretation. Unless stated the context of this Agreement otherwise requires: Any reference to the contrary singular shall include the plural and vice-versa; Words of any gender are deemed to include the other gender; Reference to the word “include” and “including” shall be construed without limitation; Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of this Agreement or the context requires otherwiseAnnexures hereto and shall be ignored in construing the same. The terms “hereof”, in “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement (including its preamble or specified Clauses of this Agreement, as the case may be; The term “Clause”, “Schedule” and its schedules):
(a) “Annexure” refers to the specified Clause, Schedule or Annexure, respectively, of this Agreement; Reference to any legislation or Law or any policy issued by a Governmental Authority or to any provision thereof shall include references to any such legislation, Law or any policy as it may, from time to time, be amended, supplemented or re-enacted, and any reference to a Clause or a Schedule is a reference statutory provision shall include any subordinate legislation made from time to a clause or a schedule to time under that provision; The Recitals, the Schedules and Annexures hereto shall constitute an integral part of this Agreement;
(b) a reference to this Agreement shall include its preamble ; The index hereto and schedules;
(c) the index headings and the headings titles herein are used for convenience or of reference only and shall not be used in construing affect the construction of this Agreement;
(d) words appearing ; Reference to any document includes an amendment or supplement to, or replacement or novation of, that document, but disregarding any amendment, supplement, replacement or novation made in a language other than English breach of this Agreement; Any word or phrase defined in the body of this Agreement as opposed to being defined in Clause 1.1 above shall have the meaning ascribed assigned to them under it in such definition throughout this Agreement, unless the law contrary is expressly stated or the contrary clearly appears from the context; If any provision in the recitals or Clause 1 is a substantive provision conferring rights or imposing obligations on any Party, effect shall be given to it as if it were a substantive provision in the body of this Agreement; When any number of days is prescribed in any document, the same shall be reckoned exclusively of the corresponding jurisdiction first and such meaning shall prevail over their translation into English, if any;
(e) a reference to set-off shall include corresponding rights and powers under applicable law;
(f) a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, MBCC or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents;
(g) a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(h) a reference to a provision of law (including without limitation any sanctions laws, regulations or restrictive measures) shall mean such provision, as amended, supplemented, substituted or re-enacted from time to time;
(i) a reference to Parties shall be constructed as reference to the parties to the Agreement; and Party means any inclusively of the Parties;
(j) a reference to a time of last day shall be construed as a reference to time in Belgium; and
(k) all periods of time shall be calculated from midnight to midnight. They shall start unless the last day does not fall on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, in which case the expiration date last day shall be postponed until the next succeeding day which is a Business Day; Any reference in this Agreement, to consent or approval or similar connotation, unless expressly stated otherwise, shall be in writing, and shall include electronic mail communications; Any reference to “writing” shall include printing, typing, lithography and other means of reproducing words in visible form; Any reference to a document in an “agreed form” is to a document in a form agreed between the Parties initialed on or after the Execution Date for the purpose of identification by or on behalf of each of them (in each case with such amendments as may be agreed in writing by or on behalf of the Parties); All the obligations of the Seller under this Agreement shall be deemed to include the obligation of the Partners to cause the Seller to undertake and perform such obligations; References to the knowledge, information, belief or awareness of the Seller and/ or the Partners shall be deemed to include the knowledge, information, belief or awareness that the Seller or the Partners would have if the Seller or the Partners had made due and careful enquiry (whether such enquiry was actually made or not) and the knowledge of the Seller and/ or the Partners shall include the knowledge of any of the directors or key employees or Partners of the Seller and the Partner; The words “directly or indirectly” mean directly, or indirectly through one or more intermediary Persons, or through contractual or other legal arrangements, and “direct or indirect” shall have the correlative meanings; Time is of essence in the performance of the Parties’ respective obligations. Unless otherwise provided hereinIf any time period specified herein is extended, all periods of such extended time shall also be calculated in calendar days. All periods of time consisting essence; and No provision of a number of months (or years) this Agreement shall be calculated from interpreted in favour of, or against, any Party by reason of the day extent to which such Party or its counsel participated in the month (drafting hereof or year) when the triggering event has occurred until the eve by reason of the same day in the following month(s) (or year(s))extent to which any such provision is inconsistent with any prior draft hereof.
1. 3Spanish terms
(a) an “insolvency proceeding” includes a declaración de concurso, con independencia de su carácter necesario o voluntario, any notice to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial;
Appears in 1 contract
Samples: Business Transfer Agreement
2Interpretation. (a) The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.
(b) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
(c) Unless stated otherwise specified, each reference to an Article, Section, Exhibit and Schedule means an Article or Section of or an Exhibit or Schedule to this Agreement.
(d) Whenever the contrary context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
(e) The word “will” shall be construed to have the same meaning and effect as the word “shall”.
(f) 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 and decrees, of all Governmental Authorities.
(g) Unless the context requires otherwise, in this Agreement (including its preamble and its schedules):
(a) a any definition of or reference to a Clause any agreement, instrument or a Schedule is a reference to a clause or a schedule to this Agreement;
(b) a reference to this Agreement shall include its preamble and schedules;
(c) the index and the headings are for convenience or reference only and shall not be used in construing this Agreement;
(d) words appearing in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;
(e) a reference to set-off shall include corresponding rights and powers under applicable law;
(f) a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, MBCC or any other person document herein shall be construed so as referring to include its successors in titlesuch agreement, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents;
(g) a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument document as from time to time amended, novatedrestated, supplementedsupplemented or otherwise modified (subject to any restrictions on such amendments, extended restatements, supplements or restated;modifications set forth herein).
(h) a Unless the context requires otherwise, any definition of or reference to a provision of law (including without limitation any sanctions lawsstatute, regulations rule or restrictive measures) regulation shall mean such provision, be construed as amended, supplemented, substituted or re-enacted referring thereto as from time to time;time amended, supplemented or otherwise modified (including by succession of comparable successor laws).
(i) a Unless the context requires otherwise, any reference herein to Parties any Person shall be constructed as reference construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the parties case of any Governmental Authority, any other Governmental Authority that shall have succeeded to the Agreement; and Party means any of the Parties;or all functions thereof.
(j) a reference to a time Unless the context requires otherwise, the words “herein”, “hereof” and “hereunder”, and words of day similar import, shall be construed as a reference to time refer to this Agreement in Belgium; andits entirety and not to any particular provision hereof.
(k) all periods of time Unless the context requires otherwise, the words “asset” and “property” shall be calculated from midnight construed to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, the expiration date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of have the same day in the following month(s) (or year(s))meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
1. 3Spanish terms
(a) an “insolvency proceeding” includes a declaración de concurso, con independencia de su carácter necesario o voluntario, any notice to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial;
Appears in 1 contract
2Interpretation. (a) The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.
(b) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”
(c) Unless stated otherwise specified, each reference to an Article, Section, Exhibit and Schedule means an Article or Section of or an Exhibit or Schedule to this Agreement.
(d) Whenever the contrary context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
(e) The word “will” shall be construed to have the same meaning and effect as the word “shall”.
(f) 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 and decrees, of all Governmental Authorities.
(g) Unless the context requires otherwise, in this Agreement (including its preamble and its schedules):
(a) a any definition of or reference to a Clause any agreement, instrument or a Schedule is a reference to a clause or a schedule to this Agreement;
(b) a reference to this Agreement shall include its preamble and schedules;
(c) the index and the headings are for convenience or reference only and shall not be used in construing this Agreement;
(d) words appearing in a language other than English shall have the meaning ascribed to them under the law of the corresponding jurisdiction and such meaning shall prevail over their translation into English, if any;
(e) a reference to set-off shall include corresponding rights and powers under applicable law;
(f) a reference to an Originator, a Servicer, the Transaction Administrator, the Performance Guarantor, the Purchaser, MBCC or any other person document herein shall be construed so as referring to include its successors in titlesuch agreement, permitted assigns and permitted transferees to, or of its rights and/or obligations under the Transaction Documents;
(g) a reference to a Transaction Document or any other agreement or instrument is a reference to that Transaction Document or other agreement or instrument document as from time to time amended, novatedrestated, supplementedsupplemented or otherwise modified (subject to any restrictions on such amendments, extended restatements, supplements or restated;modifications set forth herein).
(h) a Unless the context requires otherwise, any definition of or reference to a provision of law (including without limitation any sanctions lawsstatute, regulations rule or restrictive measures) regulation shall mean such provision, be construed as amended, supplemented, substituted or re-enacted referring thereto as from time to time;time amended, supplemented or otherwise modified (including by succession of comparable successor laws).
(i) a Unless the context requires otherwise, any reference herein to Parties shall be constructed as reference to the parties to the Agreement; and Party means any of the Parties;
(j) a reference to a time of day Person shall be construed as a reference to time in Belgium; include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and
(k) all periods of time shall be calculated from midnight to midnight. They shall start on the day following the day on which the event triggering the relevant period of time has occurred. The expiration date shall be included , in the period case of time. If the expiration date is not a Business Day, the expiration date shall be postponed until the next Business Day. Unless otherwise provided herein, all periods of time shall be calculated in calendar days. All periods of time consisting of a number of months (or years) shall be calculated from the day in the month (or year) when the triggering event has occurred until the eve of the same day in the following month(s) (or year(s)).
1. 3Spanish terms
(a) an “insolvency proceeding” includes a declaración de concurso, con independencia de su carácter necesario o voluntarioany Governmental Authority, any notice other Governmental Authority that shall have succeeded to a competent court pursuant to Article 5 Bis of the Spanish Insolvency Law and its solicitud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción judicial o extrajudicial;any or all functions thereof.
Appears in 1 contract
