Additional Rules of Interpretation. (a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa. (b) The division of this Agreement into Articles, Sections, Subsections and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer. (c) Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph or clause are to the applicable article, section, Subsection, paragraph or clause of this Agreement. (d) Wherever the words “include”, “includes” or “including” are used in this Agreement or in any Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list. (e) The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it. (f) Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency. (g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at the appropriate time. (h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto. (i) Unless the context otherwise requires, references in this Agreement to a “person” are to be broadly interpreted and shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity. (j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Business, or the conduct of business by any other person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Business, consistent with past practice and, in the case of any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to time. (k) Unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.
Appears in 1 contract
Additional Rules of Interpretation. (a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.
(b) . The division of inclusion in this Agreement into Articles, Sections, Subsections and other subdivisions, the inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer.
(c) . Unless something in the subject matter or context is inconsistent therewithrequires otherwise, references herein in this Agreement to an ArticleArticles, SectionSections, Subsection, paragraph Schedules or clause Exhibits are to the applicable article, section, Subsection, paragraph Articles or clause Sections of this Agreement.
(d) , and Schedules or Exhibits to this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement or in any Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.
(e) . The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.
(f) Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency.
(g) . Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally bindingthereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at and also include, unless the appropriate time.
(h) context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.
(i) Unless the context otherwise requires, references in . The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to a “person” the effect that any ambiguities are to be broadly interpreted and resolved against the drafting Party shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity.
(j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Business, or the conduct of business by any other person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, be employed in the case interpretation of the Business, consistent with past practice and, in the case of this Agreement or any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to timeamendments hereto.
(k) Unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.
Appears in 1 contract
Samples: Share Purchase Agreement (Viad Corp)
Additional Rules of Interpretation. (1) Any reference to a statute, statutory provision or subordinate legislation shall be construed as referring to that statute, statutory provision or subordinate legislation as in force at the date of this Agreement and shall also be construed as referring to any previous statute, statutory provision or subordinate legislation amended, modified, consolidated, re-enacted or replaced by such statute, statutory provision or subordinate legislation.
(2) Any reference to a statutory provision shall be construed as including references to all statutory instruments, orders, regulations or other subordinate legislation made pursuant to that statutory provision.
(3) Unless the context otherwise requires:
(a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in denoting the singular include the plural and vice versa.;
(b) The division of this Agreement into Articles, Sections, Subsections and words denoting any gender include all other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer.genders;
(c) Unless something in the subject matter or context any reference to “persons” is inconsistent therewithto be broadly interpreted and includes individuals, references herein to an Articlebodies corporate, Sectioncompanies, Subsectionpartnerships, paragraph or clause are to the applicable articleunincorporated associations, sectionfirms, Subsectiontrusts, paragraph or clause of this Agreement.Competent Authorities and all other legal entities;
(d) Wherever all references to time are to London time;
(e) wherever the words “include”, “includes” or “including” are used in this Agreement or in any Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.;
(ef) The the words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section clause or portion of it.
(f) Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency.;
(g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at the appropriate time.
(h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.; and
(ih) Unless the context otherwise requires, references in any reference to a party is to a party to this Agreement to a “person” are to be broadly interpreted and shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority includes its successors and any other legal or business entitypermitted assigns.
(j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Business, or the conduct of business by any other person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Business, consistent with past practice and, in the case of any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to time.
(k) Unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.
Appears in 1 contract
Samples: Agreement for the Purchase of Shares (Visteon Corp)
Additional Rules of Interpretation. For purposes of this Agreement:
(a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.;
(b) The the division of this Agreement into Articles, Sections, Subsections subsections, paragraphs, clauses, Recitals, Exhibits, Schedules and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer.;
(c) Unless unless something in the subject matter or context is inconsistent therewith, references herein to an “Article”, “Section”, Subsection“subsection”, paragraph “paragraph”, “clause”, “Recital”, “Exhibit” or clause “Schedule” are to the applicable article, section, Subsectionsubsection, paragraph paragraph, clause, recital, exhibit or clause schedule of this Agreement.;
(d) Wherever wherever the words “include”, “includes” or “including” are used in this Agreement or in any other Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.;
(e) The the words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section Article, Section, subsection, paragraph, Recital, Exhibit, Schedule or other portion of it.this Agreement;
(f) Unless unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian United States currency.;
(g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at the appropriate time.
(h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.;
(ih) Unless the context otherwise requires, references in this Agreement to a “person” are to be broadly interpreted and shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity.
(j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Purchased Business, or the conduct of business by any other personPerson, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Purchased Business, consistent with past practice practice;
(i) a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Calgary time) on the last day of the period;
(j) if any act (including the giving of notice) is otherwise required by the terms hereof to be performed on a day which is not a Business Day, such act shall be valid if performed on the next succeeding Business Day; and, in the case of any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to time.
(k) Unless all accounting terms not otherwise defined herein, words or abbreviations which in this Agreement shall have well-known trade the meanings are used herein with those meaningsascribed to them by GAAP.
Appears in 1 contract
Samples: Asset Purchase Agreement (Waste2Energy Holdings, Inc.)
Additional Rules of Interpretation. (a1) In this Agreement, unless the context requires otherwise, where reference is made to any right, obligation, property owned or registered, contract, or action taken by or of the Partnership, such right, obligation, property being owned or registered, contract of, or action being taken, shall be deemed to be, or deemed to have been, a right exercised, obligation owed, property owned or registered, contract entered, or action taken by the General Partner on behalf of the Partnership, as the case may be.
(2) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.
(b) . The division of inclusion in this Agreement into Articles, Sections, Subsections and other subdivisions, the inclusion of headings of Articles and Sections and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer.
(c) . Unless something in the subject matter or context is inconsistent therewithrequires otherwise, references herein in this Agreement to an ArticleArticles, SectionSections, Subsection, paragraph Schedules or clause Exhibits are to the applicable article, section, Subsection, paragraph Articles or clause Sections of this Agreement.
(d) , and Schedules or Exhibits to this Agreement. Wherever the words “include”, “includes” or “including” are used in this Agreement or in any Closing DocumentAgreement, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.
(e) . The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.
(f) Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency.
(g) . Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally bindingthereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at and also include, unless the appropriate time.
(h) context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.
(i) Unless the context otherwise requires, references in . The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to a “person” the effect that any ambiguities are to be broadly interpreted and resolved against the drafting Party shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity.
(j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Business, or the conduct of business by any other person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, be employed in the case interpretation of the Business, consistent with past practice and, in the case of this Agreement or any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to timeamendments hereto.
(k) Unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.
Appears in 1 contract
Additional Rules of Interpretation. (a) In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.
(b) The division of this Agreement into Articles, Sections, Subsections Subsections, Schedules and other subdivisions, the inclusion of headings and the provision of a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer.
(c) Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph paragraph, clause, Schedule or clause Exhibit are to the applicable article, section, Subsectionsubsection, paragraph paragraph, clause, Schedule or clause Exhibit of this Agreement.
(d) Wherever the words “include”, “includes” or “including” are used in this Agreement or in any Closing Document, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.
(e) The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section section or portion of it.
(f) Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency.
(g) Unless otherwise indicated, all references in this Agreement to any statute include the regulations thereunder and all applicable guidelines, bulletins or policies made in connection therewith and which are legally binding, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision as at the appropriate timeprovision.
(h) All references herein to any agreement (including this Agreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.
(i) Unless the context otherwise requires, references in this Agreement to a “person” are to be broadly interpreted and shall include an individual (whether acting as an executor, administrator, legal representative or otherwise), body corporate, unlimited liability company, partnership, limited liability partnership, joint venture, trust, unincorporated association, unincorporated syndicate, any Governmental Authority and any other legal or business entity.
(j) The term “ordinary course”, when used in relation to the conduct by the Vendor of the Business, or the conduct of business by any other person, means any transaction which constitutes an ordinary day-to-day business activity, conducted in a commercially reasonable and businesslike manner, having no unusual or special features, and, in the case of the Business, consistent with past practice and, in the case of any other person (other than an individual), being such as a person of similar nature and size and engaged in a similar business might reasonably be expected to carry out from time to time.
(k) Unless otherwise defined herein, words or abbreviations which have well-known trade meanings are used herein with those meanings.,
Appears in 1 contract
Samples: Acquisition Agreement (Team Inc)