Certain Interpretations. (i) Unless otherwise indicated, all references herein to Sections shall be deemed to refer to Sections of this Agreement. (ii) 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.” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive. (iv) Unless otherwise indicated, 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. (v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. (vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires. (vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires. (viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section. (ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (x) The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 4 contracts
Samples: Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc), Tender and Voting Agreement (Frozen Food Express Industries Inc)
Certain Interpretations. For purposes of this Agreement:
(ia) Unless otherwise indicatedFor purposes of this Agreement, all references herein whenever the context requires: the singular number shall include the plural, and vice versa, and the any gender shall include the feminine, masculine and neuter genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.
(b) The parties have jointly participated in the draft of this Agreement and agree that any rule of construction to Sections the effect that ambiguities are to be resolved against the drafting party shall not be deemed to refer to Sections applied in the construction or interpretation of this Agreement.
(iic) Unless otherwise indicatedAs used in this Agreement, the words “include,” “includes” and “including,” when used hereinand variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed in each case to be followed by the words “without limitation.”
(iiid) Unless otherwise indicatedexpressly indicated or the context otherwise requires: (i) any reference in this Agreement to any contract, the term agreement, instrument or other document or any Law in this Agreement shall be construed as referring to such contract, agreement, instrument or other document or Law as from time to time amended, supplemented or otherwise modified; (ii) any reference in this Agreement to any Person shall be construed to include such Person’s successors and permitted assigns; (iii) any reference herein to “orSections,” shall not be deemed “Exhibits” and “Schedules” are intended to be exclusive.
refer to Sections of this Agreement and Exhibits or Schedules to this Agreement; and (iv) Unless otherwise indicated, the words “herein”, “hereof,” “herein” and “hereunder” ”, and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement as a whole in its entirety and not to any particular provision of hereof. All Exhibits and Schedules attached to this AgreementAgreement or referred to herein are incorporated by reference in, and made a part of, this Agreement as if fully set forth herein.
(ve) The headings set forth contained in this Agreement are for convenience of reference purposes only only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.
(f) References to “party” or “parties” mean Parent and each of the Shareholders.
(g) All references to “days” shall be to calendar days unless otherwise indicated as a “Business Day” (as such term is defined in the Merger Agreement).
(h) No summary of this Agreement or any exhibit or schedule delivered herewith prepared by or on behalf of any party hereto will affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term such exhibit or provision hereofschedule.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 3 contracts
Samples: Voting Agreement (Evans Hugh D), Voting Agreement (Anaren Inc), Voting Agreement (Anaren Inc)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference shall be to a Schedule or Exhibit to this Agreement (as applicable) unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
, and (ii) 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.”
(iii) ” Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either,” and “or” shall not be deemed to be exclusive.
(ivc) Unless otherwise indicatedWhen used herein, references to “$” or “Dollars” shall be deemed to be references to U.S. dollars.
(d) The meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the words “hereof,” “herein” singular and “hereunder” the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of similar import, when used in this Agreement, refer its other grammatical forms shall have a corresponding meaning.
(e) When reference is made to any Party to this Agreement as a whole or any other agreement or document, such reference shall include such Party’s successors and not to any particular provision of this Agreementpermitted assigns.
(vf) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a legal entity shall be deemed to include all direct and indirect Subsidiaries of such entity.
(g) A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(h) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xi) The parties 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 lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Harmonic Inc)
Certain Interpretations. (i) Unless the context otherwise indicatedrequires, all references herein to Sections shall be deemed to refer to Sections of this Agreement.
(ii) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunder” and words of similar import, when as used in this Agreement: (a) “or” is not exclusive; (b) “including” and its variants mean “including, without limitation” and its variants; (c) words defined in the singular have the parallel meaning in the plural and vice versa; (d) references to “written” or “in writing” include in electronic form; (e) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this Agreement entire Agreement; (f) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms; (g) the word “will” shall be construed to have the same meaning and effect as a whole and not the word “shall”; (h) references to any particular provision of this Agreement.
(v) The headings set forth “dollars” or “$” in this Agreement are for convenience shall mean United States dollars; (i) any definition of or reference purposes only and shall not affect to any agreement, instrument or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vi) As used in this Agreement, the singular or plural number other document herein shall be deemed construed as referring to include the such agreement, instrument or other whenever the context so requires.
document as from time to time amended, supplemented or otherwise modified (viisubject to any restrictions on such amendments, supplements or modifications set forth herein); (j) As used in this Agreementreference to a particular statute, (A) the masculine gender shall include the feminine regulation or law includes all rules and neuter gendersregulations thereunder and any predecessor or successor statute, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine gendersregulation or law, in each case, whenever the context so requires.
(viii) Unless as amended or otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced modified from time to time prior to the date hereof; (andk) whenever this Agreement refers to a number of days, in such number shall refer to calendar days unless business days are specified; and (l) the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined headings used in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) The parties hereto agree that they have been represented by counsel during inserted for convenience of reference only and do not define or limit 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 will be construed against the party drafting such agreement or documentprovisions hereof.
Appears in 2 contracts
Samples: Stockholder Agreement (Smith a O Corp), Stockholder Agreement (Smith Family Trusts)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Schedules and Annexes annexed hereto or referred to herein are hereby incorporated in and made a part of this AgreementAgreement as if set forth herein.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said such section.
(ixg) All terms defined References to any Governmental Authority include any successor to such Governmental Authority.
(h) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material,” a “Company Material Adverse Effect” or a “Parent Material Adverse Effect” under this Agreement.
(j) References to days mean calendar days unless otherwise specified.
(k) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinsame meaning and effect as the word “shall.”
(xl) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 2 contracts
Samples: Merger Agreement (Cohu Inc), Merger Agreement (Xcerra Corp)
Certain Interpretations. (i) Unless otherwise indicated, all indicated to the contrary:
(a) All references herein to Sections Articles, Sections, Annexes, Exhibits, Schedules, clauses, or subclauses shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits, Schedules, clauses, or subclauses of or to this Agreement, as applicable.
(iib) Unless otherwise indicated, the The words “include,” “includes,” and “including,” and other words of similar import when used herein, herein shall be deemed in each case to be followed by the words “without limitation.”
(iiic) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the The words “hereofherein,” “hereinhereto,” and “hereunderhereby” and other words of similar import, when used import shall be deemed in this Agreement, each case to refer to this Agreement as a whole and not to any particular provision Article, Section or other subdivision of this Agreement.
(vd) The word “if” and other words of similar import shall be deemed in each case to be followed by the phrase “and only if.”
(e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.
(f) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vig) As used in this AgreementWhen reference is made herein to a Person, the singular or plural number such reference shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(h) Any reference herein to Law (or, references in this Agreement with respect to any agreementstatute, instrumentordinance, statutecode, rule or regulation are regulation, any provision thereof) shall be deemed to the agreement, instrument, statute, rule include reference to such Law or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include such Law and any rules and regulations promulgated under said statutes) and to any section of any statutethereunder (or provision thereof, rule or regulation as applicable), including any successor thereto, respectively, as may be amended from time to said sectiontime. Any reference herein to a Governmental Entity shall be deemed to include reference to any successor thereto.
(ixi) All terms defined in this Agreement Any reference herein to “dollars” or “$” shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinmean United States dollars.
(x) The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 2 contracts
Samples: Merger Agreement (Kellwood Co), Merger Agreement (Kellwood Co)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Exhibits or Schedules of or to this Agreement, as applicable.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said sectionsuch section except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(l) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company with Xxxxxxx Datasite, or (ii) delivered or provided (including by electronic mail) to Parent or its Affiliates or Representatives, in each case by 5 p.m. in New York City on the second calendar day prior to the execution and delivery of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Cypress Semiconductor Corp /De/), Merger Agreement (Cypress Semiconductor Corp /De/)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference shall be to a Schedule or Exhibit to this Agreement (as applicable) unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
, and (ii) 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.”
(iiic) Unless otherwise indicatedWhen used herein, the term references to “or$” or “Dollars” shall not be deemed to be exclusivereferences to U.S. dollars.
(ivd) Unless otherwise indicatedThe meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the singular and the plural forms of such term, the words “hereof,” “herein” and “hereunder” and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of similar import, when used in this Agreement, refer its other grammatical forms shall have a corresponding meaning.
(e) When reference is made to any Party to this Agreement as a whole or any other agreement or document, such reference shall include such Party’s successors and not to any particular provision of this Agreementpermitted assigns.
(vf) A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(g) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vih) As When used in this Agreementherein, the singular or plural number words “to the extent” shall be deemed to include be followed by the other whenever words “but only to the context so requiresextent.”
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xi) The parties hereto Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rightside Group, Ltd.), Stock Purchase Agreement (Tucows Inc /Pa/)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said sectionsuch section except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America, and references to “RMB” are to the currency of the PRC.
(i) Any dollar or percentage thresholds set forth herein shall not by themselves determine what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” means the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(l) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company, or (ii) delivered or provided (including by electronic mail) to Parent or its Affiliates or Representatives, in each case by 5 p.m. in San Francisco on the second calendar day prior to the execution and delivery of this Agreement.
Appears in 1 contract
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to this Agreement, as applicable, unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.”
(iiic) Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either” and “or” shall are not be deemed to be exclusive.
(ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, the words and does not simply mean “hereof,” “herein” and “hereunder” and words of similar import, when if.”
(e) When used in this Agreement, refer references to “$” or “Dollars” are references to U.S. dollars.
(f) The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the singular and the plural forms of such term, and words denoting any gender include all genders. Where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning.
(g) When reference is made to any party to this Agreement as a whole or any other agreement or document, such reference includes such Party’s successors and not permitted assigns. References to any particular provision Person include the successors and permitted assigns of this Agreementthat Person.
(vh) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such entity.
(i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
(j) A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific legislation will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as of such date. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time.
(k) All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP.
(l) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vim) As used in The measure of a period of one month or year for purposes of this AgreementAgreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the singular end date of such period being measured will be the next actual date of the following month or plural number shall be deemed to include the other whenever the context so requiresyear (for example, one month following May 18 is June 18 and one month following May 31 is July 1).
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xn) The parties hereto Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
(o) No summary of this Agreement or any Exhibit or Schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such Exhibit or Schedule.
(p) The information contained in this Agreement and in the Company Disclosure Letter is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any Party to any third Person of any matter whatsoever, including (i) any violation of Law or breach of contract; or (ii) that such information is material or that such information is required to be referred to or disclosed under this Agreement.
(q) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date hereof or as of any other date.
(r) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been posted to a virtual data room managed by the Company at xxxxxxxxxxx.xxxxxxxxxxx.xxx/xxxxxx/ prior to 7:00 p.m. Pacific time on the day prior to the Agreement Date.
Appears in 1 contract
Samples: Merger Agreement (Instructure Inc)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to this Agreement, as applicable, unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.”
(iiic) Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either” and “or” shall are not be deemed to be exclusive.
(ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, the words and does not simply mean “hereof,” “herein” and “hereunder” and words of similar import, when if.”
(e) When used in this Agreement, refer references to “$” or “Dollars” are references to U.S. dollars.
(f) The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the singular and the plural forms of such term, and words denoting any gender include all genders. Where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning.
(g) When reference is made to any party to this Agreement as a whole or any other agreement or document, such reference includes such Party’s successors and not permitted assigns. References to any particular provision Person include the successors and permitted assigns of this Agreementthat Person.
(vh) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such entity.
(i) A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties in that Agreement that are made as a specific date, references to any specific legislation will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as of such date. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time.
(j) All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP.
(k) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vil) As used in The measure of a period of one month or year for purposes of this AgreementAgreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the singular end date of such period being measured will be the next actual date of the following month or plural number shall be deemed to include the other whenever the context so requiresyear (for example, one month following February 18 is March 18 and one month following March 31 is May 1).
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xm) The parties hereto Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
(n) No summary of this Agreement or any Exhibit or Schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such Exhibit or Schedule.
(o) The information contained in this Agreement and in the Company Disclosure Letter is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any Party to any third Person of any matter whatsoever, including (i) any violation of law or breach of contract; or (ii) that such information is material or that such information is required to be referred to or disclosed under this Agreement.
(p) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.
(q) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been posted to a virtual data room managed by the Company at xxxx://xxxxxxxx.xxxxxxxxxx.xxx at least four hours prior to the execution and delivery of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Cvent Inc)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said such section, except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(l) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company with Intralinks to which Representatives of Parent and Acquisition Sub have full access at least one (1) Business Day prior to the date of this Agreement or (ii) delivered or provided to Parent or its Affiliates or Representatives in writing, in each case, prior to the execution and delivery of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Roundy's, Inc.)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement.
(ii) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the as applicable. 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.
(vb) 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.”
(c) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said sectionsuch section except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Except for the dollar threshold set forth in Section 1.3(p), any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) All references to a Person are also to such Person’s successors and permitted assigns.
(l) Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.
(m) Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties hereto intend that, except as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content).
(n) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(o) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to and maintained on an electronic data room maintained by the Company with Xxxxxxx Datasite, or (ii) delivered or provided by electronic copy (including by electronic mail) to Parent or its Affiliates or Representatives, in each case by 5 p.m. in San Jose, California on the second Business Day prior to the execution and delivery of this Agreement.
(p) When used herein, the phrase “liability material to the Company and its Subsidiaries, taken as a whole” shall mean any liability of the Company or its Subsidiaries or loss or damage of the Company or its Subsidiaries in an amount equal to or greater than $3,500,000 and any restriction, covenant, Order, or non-monetary relief that would reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Itron Inc /Wa/)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to this Agreement, as applicable, unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.”
(iiic) Unless otherwise indicated, the term The word “or” shall is used in the inclusive sense of “and/or.” Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not be deemed to be exclusive.
(ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not mean simply “if.”
(e) When used herein, references to “$” or “Dollars” are references to U.S. dollars.
(f) The meaning assigned to each capitalized term defined and used herein is equally applicable to both the words “hereof,” “herein” singular and “hereunder” the plural forms of such term, and words denoting any gender include all genders. Where a word or phrase is defined herein, each of similar import, when used in this Agreement, refer its other grammatical forms has a corresponding meaning.
(g) When reference is made to any Party to this Agreement as a whole or any other agreement or document, such reference includes such Party’s successors and not permitted assigns. References to any particular provision Person includes the successors and permitted assigns of this Agreementthat Person.
(vh) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a legal entity will be deemed to include all direct and indirect Subsidiaries of such entity.
(i) A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time.
(j) All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP.
(k) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vil) As used in The measure of a period of one month or year for purposes of this AgreementAgreement will be the date of the following month or year corresponding to the starting date; provided, however, that if no corresponding date exists, then the singular end date of such period being measured will be the next actual date of the following month or plural number shall be deemed to include the other whenever the context so requiresyear (for example, one month following February 18 is March 18 and one month following March 31 is May 1).
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xm) The parties hereto Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, and therefore waive the application of any lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
(n) No summary of this Agreement or any Exhibit or Schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such Exhibit or Schedule.
(o) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 13.2 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.
(p) For purposes of this Agreement, references to the term “delivered by Seller,” “delivered to Buyer,” “furnished to Buyer,” “made available to Buyer” or similar expressions will mean that Seller has: (i) posted such materials to the electronic data room maintained by Seller at xxxxx://xxxxxxxx.xxxxxxxx.xxx/projectgyro and have given Buyer and its Representatives access to the materials so posted not less than 24 hours prior to the execution and delivery of this Agreement; (ii) set forth or attached such materials in or to the Schedules; or (iii) otherwise made such materials available in writing to Buyer not less than 24 hours prior to the execution and delivery of this Agreement.
Appears in 1 contract
Certain Interpretations. (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:
(i) Unless otherwise indicatedAll references in this Agreement to Articles, all references herein to Sections Sections, Schedules and Exhibits shall be deemed to refer to Sections of Articles, Sections, Schedules and Exhibits to this Agreement.
(ii) Unless All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise indicateddefined therein shall be defined as set forth in this Agreement.
(iii) The Article, Section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(iv) The words “include,” “includes” and “including,” when used herein, herein shall be deemed in each case to be followed by the words “without limitation.”
” (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusiveregardless or whether such words or similar words actually appear).
(ivv) Unless otherwise indicatedWhen calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.
(vi) Any reference in this Agreement to $ shall mean U.S. dollars.
(vii) Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.
(viii) The words such as “herein,” “hereinafter,” “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not merely to any particular provision of this Agreement.
(v) The headings set forth a subdivision in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or which such words appear unless the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 1 contract
Samples: Asset Purchase Agreement (Champion Enterprises Inc)
Certain Interpretations. (i) Unless When a reference is made in this Agreement to an Annex, Exhibit or Schedule, such reference shall be to an Annex, Schedule or Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, all references herein to Sections such reference shall be deemed to refer to Sections an Article or a Section of this Agreement.
(ii) Unless Agreement unless otherwise indicated. The word “material” when used in Article III of this Agreement to qualify the representations and warranties of Parent, Merger Sub and Sub LLC shall mean material to the Parent Group taken as a whole. The words “include,” “includes” and “including,” when used herein, herein shall be deemed in each case to be followed by the words “without limitation.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the The words “hereof,” “herein” and “hereunder” and words of similar import, when like import used in this Agreement, Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is used in the inclusive sense of “and/or.
” The terms “or,” “any” and “either” are not exclusive. When used herein, the words “to the extent” shall be deemed to be followed by the words “but only to the extent.” “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (vincluding electronic media) in a visible form. References to any statute, rule or regulation shall be deemed to refer to such statute, rule or regulation as amended or supplemented from time to time, including through the promulgation of applicable rules or regulations. References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any Contract listed on any Schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate Schedule. References to any Person include the successors and permitted assignees of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to one gender include all genders. All references in this Agreement to “$” or dollars shall mean U.S. denominated dollars. The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) . The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 1 contract
Samples: Merger Agreement (EnteroMedics Inc)
Certain Interpretations. (ia) Unless When a reference is made in this Agreement to an Annex, Exhibit or Schedule, such reference shall be to an Annex, Schedule or Exhibit to this Agreement unless otherwise indicated.
(b) When a reference is made in this Agreement to an Article or a Section, all references herein to Sections such reference shall be deemed to an Article or a Section of this Agreement unless otherwise indicated. The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
(iic) Unless otherwise indicated, the The words “include,” “includes” and “including,” when used herein, herein shall be deemed in each case to be followed by the words “without limitation.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vd) The table of contents and headings set forth contained in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vie) As used The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such 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 corresponding meaning.
(f) All references in this Agreement, Agreement to a legal entity (including the singular or plural number Company) shall be deemed to refer to such entity and its Subsidiaries unless the context otherwise requires.
(g) All references in this Agreement to the Subsidiaries of a legal entity shall be deemed to include the other whenever the context so requiresall direct and indirect Subsidiaries of such entity.
(viih) As used in A reference to any party to this Agreement, (A) the masculine gender Agreement or any other agreement or document shall include the feminine such party’s successors and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requirespermitted assigns.
(viiii) Unless otherwise indicated or the context otherwise requires, references in this Agreement A reference to any agreement, instrument, statute, rule specific legislation or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case any provision of statutes, any legislation shall include any rules amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations promulgated under said statutes) and to any section of any statute, rule statutory instruments issued thereunder or regulation including any successor to said sectionpursuant thereto.
(ixj) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinReferences to “$” and “Dollars” are to U.S. dollars.
(x) The parties hereto agree that they have been represented by 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 will be construed against the party drafting such agreement or document.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Square, Inc.)
Certain Interpretations. For purposes of this Agreement:
(ia) Unless otherwise indicatedspecified, all references herein in this Agreement to Sections Articles, Sections, Schedules and Exhibits shall be deemed to refer to Sections of Articles, Sections, Schedules and Exhibits to this Agreement.
(iib) Unless The table of contents and the Article, Section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise indicated, affect any of the provisions hereof.
(c) The words “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ixd) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto to this Agreement unless otherwise defined therein.
(xe) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.
(f) Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.
(g) The words “made available” shall mean, with respect to any documents or other materials relating to the Company or its Subsidiaries, that such documents or other materials were either (i) actually delivered by the Company to Parent or its counsel, or were uploaded in the electronic data room organized by the Company in connection with the diligence investigation conducted by Parent at least two (2) Business Days prior to the date of this Agreement or (ii) filed by the Company with the SEC and available on XXXXX, except to the extent available in full without redaction on the SEC’s web site through XXXXX two (2) days prior to the date of this Agreement.
(h) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
(i) 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 Law or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party drafting such agreement or document.
Appears in 1 contract
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said sectionsuch section except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America, and references to “RMB” are to the currency of the PRC.
(i) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(l) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company with Xxxxxxx Datasite, or (ii) delivered or provided (including by electronic mail) to Parent or its Affiliates or Representatives, in each case by 5 p.m. in New York City on the second calendar day prior to the execution and delivery of this Agreement.
Appears in 1 contract
Certain Interpretations. (i) Unless When a reference is made in this Agreement to an Exhibit, such reference shall be to an Exhibit to this Agreement unless otherwise indicated. When a reference is made in this Agreement to an Article or a Section, all references herein such reference shall be to Sections an Article or a Section of this Agreement unless otherwise indicated. The words “hereof,” “herein,” “hereby” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “party” shall be deemed to refer to Sections of any signatory to this Agreement, as applicable. The word “or” is used in the inclusive sense of “and/or.
(ii) Unless otherwise indicated” The terms “or,” “any” and “either” are not exclusive. When used herein, the phrase “to the extent” shall be deemed to be followed by the words “but only to the extent.” The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The words “include,” “includes” and “including,” when used herein, herein shall be deemed in each case to be followed by the words “without limitation.”
(iii) Unless otherwise indicated, the term ” “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the words “hereofWriting,” “hereinwritten” and “hereunder” and words of similar import, when used in this Agreement, comparable terms refer to this Agreement as printing, typing and other means of reproducing words (including electronic media) in a whole and not visible form. References to any particular provision of this Agreement.
(v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are shall be deemed to the agreement, instrument, refer to such statute, rule or regulation as amended, modified, amended or supplemented or replaced from time to time (andtime, in including through the case promulgation of statutes, include any applicable rules and regulations promulgated under said statutes) and or regulations. References to any section Person include the successors and permitted assignees of that Person. References from or through any statutedate mean, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) specified, from but not including or to but not including, respectively. References to one gender include all genders. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Appears in 1 contract
Samples: Lock Up Agreement (DoorDash, Inc.)
Certain Interpretations. (ia) Unless otherwise indicatedThe table of contents and headings in this Agreement are for convenience of reference only, all references herein to Sections do not constitute part of this Agreement and shall not be deemed to refer to Sections limit or otherwise affect any of the provisions of this Agreement.
(iib) Unless otherwise indicatedspecified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, sections, clauses, exhibits and schedules to this Agreement and references to Schedules include the Company Disclosure Letter;
(ii) if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “include,” “includes” and or “including,” when used hereinare used, they shall not be limiting and shall be deemed in each case to be followed by the words “without limitation.”;
(iiivi) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the words “hereto,” “hereof,” “hereby,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, terms shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(vii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”;
(viii) the words “or” or “either” shall not be exclusive;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not apply, and, accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xi) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest xxxxx;
(xii) for references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more parties to another party or parties, such obligation shall be deemed satisfied if (A) such one or more parties or Representatives thereof made such information or document available in the virtual data room hosted by Box, Inc., under the titles “Project Vapor” and “Vapor – Clean Room”, established by or on behalf of the Company or otherwise to such other party or parties or its or their Representatives, in each case in connection with the Transactions at least two (2) Business Days prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC and not subject to any redactions or omissions at least two (2) Business Days prior to the date of this Agreement;
(xiii) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or, if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xiv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Authority and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(xv) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 11.5(a)) as amended or otherwise modified from time to time in accordance with Section 10.4.
(vc) The headings Company Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement are for convenience Agreement. Inclusion of reference purposes only and any such items or information in the Company Disclosure Letter shall not affect or be deemed to affect in be an acknowledgement or agreement that any way the meaning such item or interpretation of this Agreement information (or any term non-disclosed item or provision hereofinformation of comparable or greater significance) is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Company Material Adverse Effect.
(vid) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine The parties have jointly negotiated and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in drafted this Agreement to and if any agreementambiguity or a question of intent or interpretation arises, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have be construed as if drafted jointly by the defined meanings when used in parties, and no presumption or burden of proof shall arise favoring or disfavoring any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(x) The parties hereto agree that they have been represented party by counsel during virtue of the negotiation and execution authorship of any provision 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 will be construed against the party drafting such agreement or documentAgreement.
Appears in 1 contract
Samples: Merger Agreement (Vector Group LTD)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.
(b) Unless otherwise indicated, when used herein, the words “hereof,” “herein” and “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(iic) 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.”
(iiid) Unless otherwise indicatedWhen used herein, the term word “or” shall be used in the inclusive sense of “and/or.” When used herein, the words “or,” “any” and “either” are not be deemed to be exclusive.
(ive) Unless otherwise indicated, the words “hereofwriting,” “hereinwritten” and “hereunder” and words of similar import, when used in this Agreement, comparable terms refer to this Agreement as printing, typing and other means of reproducing words (including electronic media) in a whole and not to any particular provision of this Agreementvisible form.
(vf) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vig) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(h) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(i) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said such section, except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixj) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate Person or other document made Governmental Authority include any successor to such Person or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority, as applicable.
(xk) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(l) References to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.
(m) References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.
(n) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(o) When used herein, the word “extent” and the phrase “to the extent” means the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(p) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(q) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company with Donnelley Financial Solutions Inc., or (ii) delivered or provided to Parent or its Affiliates or Representatives, in each case at any time prior to the execution and delivery of this Agreement.
Appears in 1 contract
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement.
(ii) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the as applicable. 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.
(vb) 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.”
(c) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said sectionsuch section except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to Table of Contents any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Except for the dollar threshold set forth in Section 1.3(p), any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) All references to a Person are also to such Person’s successors and permitted assigns.
(l) Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive.
(m) Although the same or similar subject matters may be addressed in different provisions of this Agreement, the parties hereto intend that, except as expressly provided in this Agreement, each such provision shall be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement (whether or not more general or more specific in scope, substance or content).
(n) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(o) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to and maintained on an electronic data room maintained by the Company with Xxxxxxx Datasite, or (ii) delivered or provided by electronic copy (including by electronic mail) to Parent or its Affiliates or Representatives, in each case by 5 p.m. in San Jose, California on the second Business Day prior to the execution and delivery of this Agreement.
(p) When used herein, the phrase “liability material to the Company and its Subsidiaries, taken as a whole” shall mean any liability of the Company or its Subsidiaries or loss or damage of the Company or its Subsidiaries in an amount equal to or greater than $3,500,000 and any restriction, covenant, Order, or non-monetary relief that would reasonably be expected to materially and adversely affect the Company and its Subsidiaries taken as a whole. Table of Contents
Appears in 1 contract
Certain Interpretations. Unless otherwise indicated (i) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement.
, as applicable; (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall be deemed deemed, in each case case, to be followed by the words “without limitation.”
; (iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(v) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
, (viiv) As used in this Agreement, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other all direct and indirect Subsidiaries of such Person; (v) whenever the context so requires.
may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa; (vi) any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement; (vii) As used in this Agreementthe word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, (A) the masculine gender and such word or phrase shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
not simply mean “if”; (viii) Unless otherwise indicated or the context otherwise requires, all references in this Agreement to dollar amounts and to “$” are intended to refer to U.S. dollars; (ix) any agreement, instrument, reference to a law or statute shall include such law or statute, rule or regulation are to as amended (including by succession of comparable successor statutes), and the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to thereunder, or any section of any successor statute, rule rules or regulation including any successor to said section.
regulations thereto, unless the context requires otherwise; (ixx) All terms defined the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall have the defined meanings when used in refer to this Agreement as a whole and not to any certificate or other document made or delivered pursuant hereto particular provision of this Agreement; (xi) unless otherwise defined therein.
expressly provided, wherever the consent of any Person is required or permitted herein, such consent may be withheld in such Person’s sole and absolute discretion; (xxii) The parties hereto agree unless the context otherwise requires “or” is disjunctive but not necessarily exclusive; (xiii) references to any Person include the successors and permitted assigns of that they have been represented by counsel during the negotiation Person; (xiv) references from or through any date mean, unless otherwise specified, from and execution of including or through and including, respectively; and (xv) if any action under this Agreement andis required to be done or taken on a day that is not a Business Day, therefore, waive then such action shall be required to be done or taken not on such day but on the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or documentfirst succeeding Business Day thereafter.
Appears in 1 contract
Samples: Merger Agreement (Sugarmade, Inc.)
Certain Interpretations. (ia) Unless otherwise indicated, all references herein to Sections Articles, Sections, Annexes, Exhibits or Schedules, shall be deemed to refer to Sections Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement, as applicable.
(iib) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, 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.
(vc) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vid) As used in this AgreementUnless otherwise indicated, all references herein to the singular or plural number Subsidiaries of a Person shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine all direct and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless indirect Subsidiaries of such Person unless otherwise indicated or the context otherwise requires.
(e) Whenever the context may require, references any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.
(f) References to any agreement, instrument, statute, rule statute or regulation are to the agreementsuch statute or regulation, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutesany statute, include any rules and regulations promulgated under said statutessuch statute) and to any section of any statute, rule statute or regulation including include any successor to said such section, except that, for purposes of any representations or warranties in this Agreement that are made as of a specific date, references to any such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) will be deemed to refer to such statute or regulation (and, in the case of any statute, include any rules and regulations promulgated under such statute) in effect as of such date.
(ixg) All terms defined in this Agreement shall have the defined meanings when used in References to any certificate or other document made or delivered pursuant hereto unless otherwise defined thereinGovernmental Authority include any successor to such Governmental Authority.
(xh) References to “$,” “U.S. dollars” and “dollars” are to the currency of the United States of America.
(i) Any dollar or percentage thresholds set forth herein shall not be used as a benchmark for the determination of what is or is not “material” or a “Company Material Adverse Effect” under this Agreement.
(j) When used herein, the word “extent” and the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such word or phrase shall not simply mean “if.”
(k) The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulationLaw, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
(l) The information contained in this Agreement and in the Company Disclosure Letter is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any party to any third Person of any matter whatsoever, including (i) any violation of law or breach of contract, or (ii) that such information is material or that such information is required to be referred to or disclosed under this Agreement.
(m) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been (i) posted to an electronic data room maintained by the Company with XX Xxxxxxxxx, or (ii) delivered or provided to Parent or its Affiliates or Representatives, in each case, prior to the execution and delivery of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (E2open Inc)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference is to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference is to a Schedule or Exhibit to this Agreement, as applicable, unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
; and (ii) Unless otherwise indicated, the words “include,” “includes” and “including,” when used herein, shall will be deemed in each case to be followed by the words “without limitation.”
(iiic) Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either” and “or” shall are not be deemed to be exclusive.
(ivd) Unless otherwise indicatedThe word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.”
(e) When used herein, references to “$” or “Dollars” are references to U.S. dollars.
(f) The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the words “hereof,” “herein” singular and “hereunder” the plural forms of such term, and words of similar import, when used denoting any gender include all genders. Where a word or phrase is defined in this Agreement, refer each of its other grammatical forms has a corresponding meaning.
(g) When reference is made to any party to this Agreement as a whole or any other agreement or document, such reference includes such Party’s successors and not permitted assigns. References to any particular provision Person include the successors and permitted assigns of this Agreementthat Person.
(vh) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such Person.
(i) When used herein, references to “ordinary course” or “ordinary course of business” will be construed to mean “ordinary course of business, consistent with past practices.”
(j) A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto, except that, for purposes of any representations and warranties in this Agreement that are made as of a specific date, references to any specific legislation will be deemed to refer to such legislation or provision (and all rules, regulations and statutory instruments issued thereunder or pursuant thereto) as of such date. References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time.
(k) All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance with GAAP.
(l) The table of contents and headings set forth in this Agreement are for convenience of reference purposes only and shall will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof.
(vim) As used in The measure of a period of one month or year for purposes of this AgreementAgreement will be the date of the following month or year corresponding to the starting date. If no corresponding date exists, then the singular end date of such period being measured will be the next actual date of the following month or plural number shall be deemed to include the other whenever the context so requiresyear (for example, one month following May 18 is June 18 and one month following May 31 is July 1).
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xn) The parties hereto Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party Party drafting such agreement or document.
(o) No summary of this Agreement or any Exhibit or Schedule delivered herewith prepared by or on behalf of any Party will affect the meaning or interpretation of this Agreement or such Exhibit or Schedule.
(p) The information contained in this Agreement and in the Company Disclosure Letter is disclosed solely for purposes of this Agreement, and no information contained herein or therein will be deemed to be an admission by any Party to any third Person of any matter whatsoever, including (i) any violation of law or breach of contract; or (ii) that such information is material or that such information is required to be referred to or disclosed under this Agreement.
(q) The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 8.5 without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.
(r) Documents or other information or materials will be deemed to have been “made available” by the Company if such documents, information or materials have been posted to a virtual data room managed by the Company at xxxxx://xxx.xxxxxxxxxx.xxx at least 24 hours prior to the execution and delivery of this Agreement.
Appears in 1 contract
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference shall be to a Schedule or Exhibit to this Agreement (as applicable) unless otherwise indicated.
(b) When used herein, (i) Unless otherwise indicated, all references herein to Sections shall be deemed to refer to Sections of this Agreement.
(ii) 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.”
(iii) Unless otherwise indicated, the term “or” shall not be deemed to be exclusive.
(iv) Unless otherwise indicated, the words “hereof,” “herein” and “hereunderherewith” and words of similar importimport shall, when used in this Agreementunless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and (ii) the words “include,” “includes” and “including” shall be deemed in each case to be followed by the words “without limitation. Unless the context otherwise requires, “neither,” “nor,” “any,” “either,” and “or” shall not be exclusive.
(vc) When used herein, references to “$” or “Dollars” shall be deemed to be references to U.S. dollars.
(d) The meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the singular and the plural forms of such 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 corresponding meaning.
(e) When reference is made to any Party to this Agreement or any other agreement or document, such reference shall include such Party’s successors and permitted assigns.
(f) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a legal entity shall be deemed to include all direct and indirect Subsidiaries of such entity.
(g) A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(h) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xi) The parties 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 lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 1 contract
Certain Interpretations. (a) When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
, and (ii) 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.”
(iii) ” Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either,” and “or” shall not be deemed to be exclusive.
(ivc) Unless otherwise indicatedThe meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the singular and the plural forms of such term, the words “hereof,” “herein” and “hereunder” and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of similar import, when used in this Agreement, refer its other grammatical forms shall have a corresponding meaning.
(d) When reference is made to any Party to this Agreement as a whole or any other agreement or document, such reference shall include such Party’s successors and not to any particular provision of this Agreementpermitted assigns.
(ve) Unless the context otherwise requires, all references in this Agreement to the Affiliates of a legal entity shall be deemed to include all direct and indirect Affiliates of such entity.
(f) A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(g) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xh) The parties 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 lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Device Technology Inc)
Certain Interpretations. (a) When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. When a reference is made in this Agreement to a Schedule or Exhibit, such reference shall be to a Schedule or Exhibit to this Agreement (as applicable) unless otherwise indicated. Reference to this Agreement or any other agreement shall include any schedules thereto.
(b) When used herein, (i) Unless the words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise indicatedstated, all references herein to Sections shall be deemed construed to refer to Sections this Agreement as a whole and not to any particular provision of this Agreement.
, and (ii) 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.”
(iii) ” Unless the context otherwise indicatedrequires, the term “neither,” “nor,” “any,” “either,” and “or” shall not be deemed to be exclusive.
(ivc) Unless otherwise indicatedWhen used herein, references to “$” or “Dollars” shall be deemed to be references to U.S. dollars.
(d) The meaning assigned to each capitalized term defined and used herein shall be equally applicable to both the words “hereof,” “herein” singular and “hereunder” the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of similar import, when used in this Agreement, refer its other grammatical forms shall have a corresponding meaning.
(e) When reference is made to any Party to this Agreement as a whole or any other agreement or document, such reference shall include such Party’s successors and not to any particular provision of this Agreementpermitted assigns.
(vf) Unless the context otherwise requires, all references in this Agreement to the Subsidiaries of a legal entity shall be deemed to include all direct and indirect Subsidiaries of such entity.
(g) A reference to any specific legislation or to any provision of any legislation shall include any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.
(h) The headings set forth in this Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereofAgreement.
(vi) As used in this Agreement, the singular or plural number shall be deemed to include the other whenever the context so requires.
(vii) As used in this Agreement, (A) the masculine gender shall include the feminine and neuter genders, (B) the feminine gender shall include the masculine and neuter genders and (C) the neuter gender shall include masculine and feminine genders, in each case, whenever the context so requires.
(viii) Unless otherwise indicated or the context otherwise requires, references in this Agreement to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section of any statute, rule or regulation including any successor to said section.
(ix) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(xi) The parties 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 lawLaw, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will shall be construed against the party Party drafting such agreement or document.
(j) A document or agreement shall be deemed to be “made available” to Buyer, if a legible and complete electronic copy of such document or agreement has been uploaded as of two (2) Business Days prior to the date of this Agreement to the “data room.”
Appears in 1 contract
