Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that: (a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate; (c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions; (d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined; (e) the meanings of the defined terms are applicable to both the singular and plural forms thereof; (f) all references to prices, values or monetary amounts refer to United States dollars; (g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise; (h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control; (i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited; (j) the word “or” is disjunctive but not necessarily exclusive; (k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and (l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (E. Marcellus Asset Company, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC), Limited Liability Company Agreement (Inergy Pipeline East, LLC)
Certain Interpretive Matters. In construing this AgreementUnless the context requires otherwise, it is the intent of the parties that:
(a) the captions of the articlesall references to Sections, sections Articles, Exhibits or subsections, or to the Table of Contents in this Agreement Schedules are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limitSections, expressly Articles, Exhibits or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule Schedules of or to this Agreement, regardless of whether (b) each term defined in this Agreement has the meaning assigned to it, (c) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it appears before or after in accordance with GAAP, (d) words in the place where it is defined;
singular include the plural and vice versa, (e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references pronoun “his” refers to the term “Agreement” are deemed to include each such exhibit masculine, feminine and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or scheduleneuter, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunderhereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular articleSection, section Article or other subdivision, unless expressly so limited;
(jf) the word term “orincluding” is disjunctive but not necessarily exclusive;
means “including without limitation,” (kg) all references the term “made available to agreements Buyer” and words of similar import means that the relevant documents, instruments or laws are materials were either provided directly to Buyer through its representatives or posted and made available to Buyer for review in the Xxxxx Virtual Data Room located at xxxxx://xxx000000.xxxxxxxx.xxx/Login.aspx?ReturnUrl=%2fdefault.aspx (the “Data Room”) no later than April 5, 2009, and (h) with respect to the Business, the term “ordinary course of business” will be deemed to refer to such agreements the conduct of the Business in a manner consistent with the ordinary course of business prior to Closing and consistent with past custom and practice. All references to $ or laws as amended or revised or as in effect at dollar amounts will be to lawful currency of the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to United States. To the extent not definedthe term “day” or “days” is used, it will have mean calendar days. No provision of this Agreement will be interpreted in favor of, or against, any of the respective meanings given Parties hereto by reason of the extent to them under United States generally accepted accounting principleswhich any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Spectra Energy Partners, LP), Securities Purchase Agreement (Atlas Pipeline Partners Lp), Securities Purchase Agreement (Atlas America Inc)
Certain Interpretive Matters. In construing this Agreement, it is the intent For purposes of the parties that:
Operative Documents and all such Notes and other documents, unless the context otherwise requires: (a) unless otherwise specifically provided therein, any accounting term used in any Operative Document shall have the captions of meaning customarily given such term in accordance with GAAP, and all financial computations thereunder shall be computed in accordance with GAAP consistently applied (that certain items or computations are explicitly modified by the articles, sections or subsections, or phrase "in accordance with GAAP" shall in no way be construed to limit the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
foregoing); (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings all other undefined capitalized terms contained in any of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this AgreementOperative Documents shall, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is have the meanings provided for by the Uniform Commercial Code as in effect in the State of New York to the extent the same are used or defined therein; (c) references to any conflict amount as on deposit or inconsistency between outstanding on any particular date means such amount at the body close of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
business on such day; (id) the words “this Agreement,” “"herein,” “hereby,” “" "hereof" and "hereunder,” " and other words of similar import used in any Operative Document refer to this Agreement such Operative Documents as a whole whole, including all annexes, exhibits and schedules, as the same may from time to time be amended, restated, amended and restated, supplemented or otherwise modified, and not to any particular articlesection, section subsection or clause contained in such Operative Document or any such annex, exhibit or schedule; (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such Operative Document (or the Note or other subdivisiondocument in which the reference is made), unless expressly so limited;
and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the words "including," "includes" and "include" shall be deemed to be followed by the words "without limitation"; the word "or" is not exclusive; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Operative Document) or, in the case of Governmental Authorities, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations; (j) headings are for purposes of reference only and shall not otherwise affect the word “or” is disjunctive but not necessarily exclusive;
meaning or interpretation of any provision hereof; and (k) all references to agreements wherever from the context it appears appropriate, each term stated in either the singular or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at plural shall include the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreementsingular and the plural, and accounting terms partly defined to pronouns stated in the extent not definedmasculine, will have feminine or neuter gender shall include the respective meanings given to them under United States generally accepted accounting principlesmasculine, feminine and neuter genders.
Appears in 3 contracts
Samples: Mortgage and Security Agreement (Frontier Airlines Inc /Co/), Mortgage and Security Agreement (Frontier Airlines Inc /Co/), Mortgage and Security Agreement (Frontier Airlines Inc /Co/)
Certain Interpretive Matters. In construing this Agreement, it is unless the intent of the parties that:
context otherwise requires: (a) the captions words of the articlesmasculine or neuter gender shall include the masculine, sections neuter and/or feminine gender, and words in the singular number or subsectionsin the plural number shall each include, as applicable, the singular number or the plural number; (b) reference to the Table of Contents any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Transaction Document has the meaning assigned to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term; (e) reference to any Law means such Law as amended, modified codified or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder; (f) any agreement, instrument, insurance policy, statute, regulation, rule or order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, insurance policy, statute, regulation, rule or order 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, regulations, rules or orders) by succession of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; and (g) except as otherwise indicated, all references in this Agreement to the underlined words “Section,” “Schedule” and “Exhibit” are inserted for convenience in locating intended to refer to Sections, Disclosure Schedules and Exhibits to this Agreement. The parties further acknowledge and agree that: (i) this Agreement is the result of negotiations between the parties and shall not be deemed or construed as having been drafted by any one party, (ii) each party and its counsel have reviewed and negotiated the terms and provisions of this Agreement (including any Exhibits and not as an aid in Disclosure Schedules attached hereto) and have contributed to its construction;
revision, (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(ciii) the word “includes” and its derivatives means “includes, but is rule of construction to the effect that any ambiguities are resolved against the drafting party shall not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after be employed in the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses interpretation of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hiv) each exhibit the terms and schedule to this Agreement is a part provisions of this Agreement shall be construed fairly as to all parties hereto and references to not in favor of or against any party, regardless of which party was generally responsible for the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body preparation of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Technest Holdings Inc), Equity Purchase Agreement (Sra International Inc), Equity Purchase Agreement (ARGON ST, Inc.)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents When a reference is made in this Agreement are inserted for convenience in locating the provisions of to an Article, Section, Exhibit or Schedule, such reference will be to an Article or Section of, or an Exhibit or Schedule to, this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limitunless otherwise indicated. Whenever the words, expressly or by implication, the matter they illustrate;
(c) the word “include,” “includes” and its derivatives means or “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreementincluding” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting they will be deemed to be followed by the words “without limitation.” All terms not defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 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. All references to “$” or dollar amounts will be to lawful currency of the United States of America. 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. References to a person are also to its permitted successors and assigns. Information included in a Section or subsection to the Disclosure Schedule shall be considered to be made for purposes of the corresponding Section or subsection of this Agreement, any other Section or subsection expressly cross-referenced and any other Section or subsection where it is readily apparent from a reading of such information that it would also apply to such other Section or subsection. Each accounting terms partly term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP. To the extent not definedthe term “day” or “days” is used, it will have mean calendar days unless referred to as a “business day.”
(b) No provision of this Agreement will be interpreted in favor of, or against, any of the respective meanings given parties hereto by reason of the extent to them under United States generally accepted accounting principleswhich any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (OFS Energy Services, LLC), Purchase and Sale Agreement (Key Energy Services Inc), Purchase and Sale Agreement (Key Energy Services Inc)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) any reference to a statute, regulation or Law will be deemed also to refer to any amendment thereto and all rules and regulations promulgated thereunder, unless the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its constructioncontext expressly requires otherwise;
(b) any reference to an agreement, instrument or document will be deemed to refer to that agreement, instrument or document as amended, restated, supplemented and otherwise modified from time to time, unless the context expressly requires otherwise;
(c) the words “include,” “includes,” and “including” will be deemed to be followed by “without limitation”;
(d) examples are will not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) any pronoun will include the meanings of the defined terms are applicable to both corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs will include the plural forms thereofand vice versa, unless the context otherwise expressly requires;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, subdivision unless expressly so limited;
(g) the term “cost” includes expense and the term “expense” includes cost;
(h) the headings and titles herein are for convenience only and will have no significance in the interpretation hereof;
(i) currency amounts referenced herein are in U.S. Dollars;
(j) unless the word “or” is disjunctive but not necessarily exclusivecontext otherwise requires or as otherwise provided herein, all references to time mean time in Houston, Texas;
(k) all references whenever this Agreement refers to agreements or laws a number of days, such number refers to calendar days unless Business Days are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or lawsspecified; and
(l) if a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principlesas another part of speech (such as a verb).
Appears in 3 contracts
Samples: Purchase, Sale & Co Investment Agreement (CB-Blueknight, LLC), Purchase, Sale & Co Investment Agreement (Blueknight Energy Holding, Inc.), Global Transaction Agreement (Blueknight Energy Partners, L.P.)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
As used herein: (a) words in the captions singular shall be held to include the plural and vice versa and words of one gender shall be held to include the articlesother gender (or the neuter), sections or subsectionsand words that are neuter shall be held to include each gender, or to in each case as the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
context requires; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word terms “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreementhereof,” “herein,” and “hereby,” “hereunder,herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular articleprovision of this Agreement; (c) Article, section or other subdivisionSection, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement unless expressly so limited;
otherwise specified; (jd) unless the context otherwise requires, the word “or” is disjunctive but not necessarily exclusive;
; (ke) all the headings of the sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any provision hereof; (f) except as expressly provided in this Agreement, in the event a party is entitled to take any action (or refrain from taking any action), such party may determine whether to take such action in its sole discretion. Whenever the words “included,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (g) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words in a visible form; (h) references to agreements or laws are any statute shall be deemed to refer to such agreements or laws statute as amended from time to time and to any rules or revised or as in effect at regulations promulgated thereunder; and (i) references to any Person include the applicable time, including corresponding provisions successors and permitted assigns of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principlesthat Person.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (MSG Entertainment Spinco, Inc.), Limited Liability Company Agreement (MSG Entertainment Spinco, Inc.), Limited Liability Company Agreement (Madison Square Garden Co)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the The words “this Agreementhereof,” “herein,” “hereby,hereinafter” and “hereunder,” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular articleprovision of this Agreement or the Ancillary Agreements. References to any Article, section Section or other subdivision, Schedule refer to this Agreement unless otherwise expressly so limited;specified.
(jb) The meaning of defined terms will be equally applicable to the word singular and plural forms of the defined terms. The term “or” is disjunctive but but, depending on the context, not necessarily exclusive;
(k) all references to agreements . Whenever the words “include,” “includes,” or laws “including” are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting they will be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import.
(c) References to agreements and other documents will be deemed to include all subsequent amendments and other modifications thereto.
(d) Any reference to any Law will be deemed also to refer to all rules and regulations promulgated under such Law, unless the context expressly requires otherwise.
(e) The provision of a table of contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and will not affect or be utilized in construing or interpreting this Agreement.
(f) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
(g) When 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 will be excluded. If the last day of such period is a non-Business Day, the period in question will end on the next succeeding Business Day.
(h) The Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All 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 matter or item disclosed on one Schedule will be deemed to have been disclosed on each other Schedule, but only to the extent that the relevance of such disclosure to such other Schedules is reasonably apparent on its face and without review of any underlying documentation disclosed on such Schedules. No disclosure on a Schedule relating to a possible breach or violation of any contract or agreement, Law or Governmental Order will be construed as an admission or indication that such breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule but not otherwise defined therein will be defined as set forth in this Agreement.
(i) References to dollars or “$” means U.S. dollars.
(j) Any reference in this Agreement to gender will include all genders.
(k) For purposes of this Agreement, and accounting the term “commercially reasonable efforts” will not be deemed to require any Person to give any guarantee or other consideration of any nature, including in connection with obtaining any consent or waiver, or to consent to any change in the terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principlesof any agreement or arrangement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Schulman a Inc), Asset Purchase Agreement (Ferro Corp)
Certain Interpretive Matters. In construing (a) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference will be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Whenever the words, "include," "includes" or "including" are used in this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not y will be deemed to be construed to limit, expressly or followed by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement"without limitation." The words "hereof,” “" "herein,” “hereby,” “" and "hereunder,” " and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions provision of future agreements or laws; and
(l) as used in this Agreement, accounting . All terms not defined in this Agreement have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 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. All references to "$" or dollar amounts will be to lawful currency of the United States of America. 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. References to a Person are also to its permitted successors and assigns. Each of the Schedules will apply only to the corresponding Section or subsection of this Agreement. Each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP. To the extent the term "day" or "days" is used, it will mean calendar days unless referred to as a "Business Day".
(b) No provision of this Agreement will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
(c) All references to the "knowledge of LTC" or to words of similar import will be deemed to be references to the actual knowledge of one or more of the officers or directors of LTC whose names are listed on Schedule 10.17(c), and accounting terms partly defined will include such knowledge as such officers or directors would have had after due inquiry of the responsible employees of LTC and its counsel and accountants.
(d) All references to the extent not defined"knowledge of GAIA" or to words of similar import will be deemed to be references to the actual knowledge of one or more of the officers or directors of the GAIA, whose names are listed on Schedule 10.17(d) and, will include such knowledge as such officers or directors would have had after due inquiry of the respective meanings given responsible employees of the GAIA and its counsel and accountants.
(e) All references to them under United States generally accepted accounting principlesthe "knowledge of the GAIA Holding Stockholder" or to words of similar import will be deemed to be references to the actual knowledge of one or more of the officers or directors of the GAIA Holding Stockholder, whose names are listed on Schedule 10.17(e) and, will include such knowledge as such officers or directors would have had after due inquiry of the responsible employees of the GAIA Holding Stockholder and its counsel and accountants.
Appears in 2 contracts
Samples: Agreement (Lithium Technology Corp), Agreement (Lithium Technology Corp)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties Parties that:
(a) no consideration may be given to the captions of the articles, sections or subsections, or to the Table all of Contents in this Agreement which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “"includes” " and its derivatives means “"includes, but is not limited to,” " and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hi) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “"Agreement” " are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit or schedule, the provisions of the main body of this Agreement will controlprevail;
(ij) the words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder,” " and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(jk) the word “"or” " is disjunctive but not necessarily exclusive;; and
(kl) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 2 contracts
Samples: Ethanol Merchandising Agreement (Southwest Iowa Renewable Energy, LLC), Ethanol Merchandising Agreement (Southwest Iowa Renewable Energy, LLC)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) no consideration may be given to the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement Contents, all of which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hi) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit or schedule, the provisions of the main body of this Agreement will controlprevail;
(ij) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(jk) the word “or” is disjunctive but not necessarily exclusive;; and
(kl) all references to agreements or laws Laws are deemed to refer to such agreements or laws Laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 2 contracts
Samples: Interest Purchase Agreement (Inergy L P), Interest Purchase Agreement (Star Gas Partners Lp)
Certain Interpretive Matters. In construing 1.2.1 Unless the context requires otherwise, (a) all references herein to Sections, Articles, Annexes, Exhibits or Schedules are to Sections, Articles, Annexes, Exhibits or Disclosure Schedules of or to this Agreement, it is the intent of the parties that:
(ab) the captions of the articles, sections or subsections, or to the Table of Contents headings in this Agreement are inserted for convenience in locating of reference only and will not control or affect the meaning or construction of any provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limitAgreement, expressly or by implication, the matter they illustrate;
(c) each term defined in this Agreement has the word “includes” and its derivatives means “includesmeaning assigned to it, but is not limited to,” and corresponding derivative expressions;
(d) a each accounting term not otherwise defined term has its defined meaning throughout in this Agreement and each exhibit and schedule has the meaning commonly applied to this Agreementit in accordance with GAAP, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both words in the singular include the plural and plural forms thereof;
vice versa, (f) all references to prices“$” or “dollar” amounts will be to lawful currency of the United States, values or monetary amounts refer to United States dollars;
(g) all references unless the context implies otherwise to articlesthe extent the term “day” or “days” is used, sectionsit will mean calendar days, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to masculine, feminine or neuter gender include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwiseother gender, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular articleSection, section Article, or other subdivision, unless expressly so limited;
(j) the terms “including” and “includes” mean “including or includes without limitation,” (k) reference to, and the definition of, any document shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified, in writing, from time to time, (l) reference to any Law shall be construed as a reference to such Law as re-enacted, redesignated, amended or extended from time to time prior to the date hereof, (m) the information contained in the Disclosure Schedules is disclosed solely for the purposes of this Agreement and may include items or information not required to be disclosed under this Agreement, and no information contained in any Disclosure Schedule shall be deemed to be an admission by any party hereto to any third Person of any matter whatsoever, including an admission of any violation of any Laws or breach of any agreement, (n) no information contained in any Disclosure Schedule shall be deemed to be material (whether individually or in the aggregate) to the business, assets, liabilities, financial position, operations, or results of operations of the Company nor shall it be deemed to give rise to Circumstances which may result in a Material Adverse Effect on the Company solely by reason of it being disclosed, (o) information contained in a Section, subsection or individual Schedule (or expressly incorporated therein) shall qualify the representations and warranties made in the identically numbered Section or, if applicable, subsection of this Agreement and all other representations and warranties made in any other Section, subsection or Schedule to the extent its applicability to such Section, subsection or Schedule is reasonably apparent on its face, (p) the word “or” is disjunctive but not necessarily exclusive;
exclusive unless the context clearly requires otherwise, (kq) all references the word “will” shall be construed to agreements or laws are deemed to refer to such agreements or laws have the same meaning as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreementword “shall”, and accounting terms partly defined (r) nothing disclosed in any Disclosure Schedule is intended to the extent not definedbroaden any representation or warranty contained in Articles IV, will have the respective meanings given to them under United States generally accepted accounting principlesV or VI.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rackspace Technology, Inc.), Agreement and Plan of Merger (Rackspace Technology, Inc.)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “"includes” " and its derivatives means “"includes, but is not limited to,” " and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “"Agreement” " are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “"this Agreement,” “" "herein,” “" "hereby,” “" "hereunder,” " and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “"or” " is disjunctive but not necessarily exclusive;
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) no consideration may be given to the captions of the articles, sections or subsections, or to the Table all of Contents in this Agreement which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, have the respective meanings given to them under GAAP;
(i) all references to articles, sections, subsections, paragraphs, clauses, exhibits or schedules refer to articles, sections, subsections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hj) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit or schedule, the provisions of the main body of this Agreement will controlprevail;
(ik) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section section, subsection or other subdivision, unless expressly so limited;
(jl) all references to “parties,” “the parties hereto” or similar references refer to Greenbrier and Watco, except with respect to Articles III and IX, in which references to the same include the Joint Venture;
(m) the word “or” is disjunctive but not necessarily exclusive;
(kn) unless the context otherwise requires, all references to “Joint Venture” shall be deemed to refer to the Joint Venture and/or the Operating Subsidiary; and
(o) all references to agreements or laws Laws are deemed to refer to such agreements or laws Laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) Unless the captions of the articlescontext otherwise requires, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fi) all references to pricessections, values articles or monetary amounts refer exhibits are to United States dollars;
be sections, articles and exhibits of or to this Agreement unless specifically referring to another contract, agreement, document or instrument, (gii) each term defined in this Agreement has the meaning assigned to it, (iii) words in the singular include the plural and vice versa, (iv) the term “including” means “including without limitation,” (v) all references to articles$ or dollar amounts are to lawful currency of the United States, sections, paragraphs, clauses, exhibits or schedules refer (vi) to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the extent the term “Agreementday” are deemed to include each such exhibit and schedule to this Agreement except or “days” is used, it shall mean calendar days, (vii) the pronoun “his” refers to the extent that the context indicates otherwisemasculine, but if there is any conflict or inconsistency between the body of this Agreement feminine and any exhibit or scheduleneuter, the provisions of the body of this Agreement will control;
(iviii) the words “this Agreementherein,” “herein,hereto” “hereby,” “hereunder,hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section section, paragraph or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions subdivision of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined (ix) except to the extent expressly set forth herein, each accounting term not definedotherwise defined in this Agreement has the meaning ascribed to it in accordance with GAAP.
(b) All of the section and article headings in this Agreement are for the convenience of the parties hereto only and shall be given no substantive or interpretive effect whatsoever.
(c) No provision of this Agreement shall be interpreted in favor of, will have or against, any of the respective meanings given parties hereto by reason of the extent to them under United States generally accepted accounting principleswhich that party or its counsel participated in the drafting thereof or by reason of the extent to which that provision is inconsistent with any prior draft hereof or thereof.
(d) Any reference to any federal, state, local or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) no consideration may be given to the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement Contents, all of which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement and the Rxxxxxxx Disclosure Letter is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit exhibit, schedule and schedule disclosure letter to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the main body of this Agreement and any exhibit exhibit, schedule or scheduledisclosure letter, the provisions of the main body of this Agreement will controlprevail;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;; and
(k) all references to agreements or laws Laws are deemed to refer to such agreements or laws Laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties Parties that:
(a) no consideration may be given to the captions of the articles, sections or subsections, or to the Table all of Contents in this Agreement which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) the word “or” is disjunctive but not necessarily exclusive;; and
(k) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Samples: Ethanol Merchandising Agreement (One Earth Energy LLC)
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values values, or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits exhibits, or schedules refer to articles, sections, paragraphs paragraphs, and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hi) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(ij) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(jk) the word “or” is disjunctive but not necessarily exclusive;
(kl) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(lm) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties Members intend that:
(a) a. the captions of the articles, sections or subsections, or to the Table of Contents subsections in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) b. no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
c. examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) d. the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) e. a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) f. the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) g. all references to prices, values or monetary amounts refer to United States dollars;
(g) h. all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) i. each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) j. the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(j) k. the word “or” is disjunctive but not necessarily exclusive;
(k) l. all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting m. capitalized terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will Agreement shall have the respective meanings given to them ascribed under United States generally accepted accounting principlesthe Revised Act.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hi) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(ij) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(jk) the word “or” is disjunctive but not necessarily exclusive;
(kl) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(lm) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Certain Interpretive Matters. In construing 1.2.1 Unless the context requires otherwise, (a) all references to this Agreement include all Annexes and Schedules (including the Disclosure Schedules) to this Agreement, it is the intent and all references herein to Sections, Articles, Annexes or Schedules are to Sections, Articles, Annexes or Schedules of the parties that:
or to this Agreement, (ab) the captions of the articles, sections or subsections, or to the Table of Contents headings in this Agreement are inserted for convenience in locating of reference only and will not control or affect the meaning or construction of any provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limitAgreement, expressly or by implication, the matter they illustrate;
(c) each term defined in this Agreement has the word “includes” and its derivatives means “includesmeaning assigned to it, but is not limited to,” and corresponding derivative expressions;
(d) a each accounting term not otherwise defined term has its defined meaning throughout in this Agreement and each exhibit and schedule has the meaning commonly applied to this Agreementit in accordance with GAAP, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both words in the singular include the plural and plural forms thereof;
vice versa, (f) all references to prices“$” or “dollar” amounts will be to lawful currency of the United States, values or monetary amounts refer to United States dollars;
(g) all references unless the context implies otherwise to articlesthe extent the term “day” or “days” is used, sectionsit will mean calendar days in New York City, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to masculine, feminine or neuter gender include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwiseother gender, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular articleSection, section Article, Annex, Schedule or other subdivision, unless expressly so limited;
(j) the word terms “orincluding” is disjunctive but not necessarily exclusive;
and “includes” mean “including or includes without limitation,” (k) all references reference to agreements or laws are deemed to refer any Law shall be construed as a reference to such agreements or laws Law as reenacted, redesignated, amended or revised or as in effect at extended from time to time prior to the applicable relevant time, including corresponding provisions of future agreements or laws; and
(l) as used the information contained in the Schedules is disclosed solely for the purposes of this Agreement, accounting terms Agreement and may include items or information not defined in required to be disclosed under this Agreement, and accounting terms partly defined no information contained in any Schedule shall be deemed to be an admission by any party hereto to any third Person of any matter whatsoever, including an admission of any violation of any Laws or breach of any agreement, (m) no information contained in any Schedule shall be deemed to be material (whether individually or in the aggregate) to the business, assets, Liabilities, financial position, operations or results of operations of the Acquired Entities solely by reason of it being disclosed or be deemed an acknowledgement that disclosure of such information was required hereby, (n) information contained in a Section, subsection or individual Schedule (or expressly incorporated therein) of the Disclosure Schedules shall only qualify the representations and warranties made in the identically numbered Section or, if applicable, subsection of this Agreement and all other representations and warranties made in any other Section or subsection of this Agreement to the extent not definedits applicability to such Section or subsection is reasonably apparent from the face of such disclosure, will have (o) nothing disclosed in any Schedule is intended to broaden any representation or warranty contained in Articles III or IV, and (p) any reference to an agreement or other document means the respective meanings given agreement or other document as amended, supplemented and modified from time to them under United States generally accepted accounting principlestime. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enpro Industries, Inc)
Certain Interpretive Matters. In construing 1.2.1 Unless the context requires otherwise, (a) all references herein to Clauses, Sections, Articles, Annexes or Schedules are to Clauses, Sections, Articles, Annexes, or Schedules of or to this Agreement, it is the intent of the parties that:
(ab) the captions of the articles, sections or subsections, or to the Table of Contents headings in this Agreement are inserted for convenience in locating of reference only and will not control or affect the EAST\168212916.9 meaning or construction of any provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limitAgreement, expressly or by implication, the matter they illustrate;
(c) each term defined in this Agreement has the word “includes” and its derivatives means “includesmeaning assigned to it, but is not limited to,” and corresponding derivative expressions;
(d) a each accounting term not otherwise defined term has its defined meaning throughout in this Agreement and each exhibit and schedule has the meaning commonly applied to this Agreementit in accordance with the Accounting Principles, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both words in the singular include the plural and plural forms thereof;
vice versa, (f) all references to prices“$” or “dollar” amounts will be to lawful currency of the United States, values or monetary amounts refer to United States dollars;
(g) all references unless the context implies otherwise to articlesthe extent the term “day” or “days” is used, sectionsit will mean calendar days, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to masculine or feminine gender include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwiseother gender, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreementhereby,” “herein,” “herebyhereof,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular articleClause, section Section, Article, or other subdivision, unless expressly so limited;
(j) the word terms “orincluding” is disjunctive but not necessarily exclusive;
and “includes” mean “including or includes without limitation,” (k) all references to agreements or laws are reference to, and the definition of, any Contract shall be deemed to refer a reference to such agreements document as it may be amended, supplemented, revised, or laws as amended or revised or as modified, in effect at the applicable a legally enforceable writing, from time to time, including corresponding provisions of future agreements or laws; and
and (l) reference to any Law shall be construed as used in this Agreementa reference to such Law as re-enacted, accounting terms not defined in this Agreementredesignated, and accounting terms partly defined amended or extended from time to time prior to the date hereof.
1.2.2 All references to the “Company’s Knowledge,” “Knowledge of the Company” or to words or phrases of similar import with respect to the Company will be deemed to be references to the actual knowledge after due inquiry of the Knowledge Persons, as of the date hereof, without any implication of verification or investigation concerning such knowledge.
1.2.3 Unless the context requires otherwise, to the extent not definedthis Agreement allocates responsibility or obligations on Sellers on a “several” basis, will have such responsibility or obligation shall be shared in accordance with the respective meanings given proportion of the Transaction Consideration allocated to them under United States generally accepted accounting principlessuch Seller pursuant to Schedule 2.1.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
(a) the captions of the articles, sections or subsections, or to the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) no consideration may be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement;
(c) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(cd) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(de) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(ef) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(fg) all references to prices, values or monetary amounts refer to United States dollars;
(gh) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(hi) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(ij) the words “this Agreement,” “herein,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision, unless expressly so limited;
(jk) the word “or” is disjunctive but not necessarily exclusive;
(kl) all references to agreements or laws are deemed to refer to such agreements or laws as amended or revised or as in effect at the applicable time, including corresponding provisions of future agreements or laws; and
(lm) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principles.
Appears in 1 contract
Certain Interpretive Matters. In construing this Agreement, it is the intent of the parties that:
As used herein: (a) words in the captions singular shall be held to include the plural and vice versa and words of one gender shall be held to include the articlesother gender (or the neuter), sections or subsectionsand words that are neuter shall be held to include each gender, or to in each case as the Table of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
context requires; (b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word terms “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;
(e) the meanings of the defined terms are applicable to both the singular and plural forms thereof;
(f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreementhereof,” “herein,” and “hereby,” “hereunder,herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular articleprovision of this Agreement; (c) Article, section or other subdivisionSection, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement unless expressly so limited;
otherwise specified; (jd) unless the context otherwise requires, the word “or” is disjunctive but not necessarily exclusive;
; (ke) all the headings of the sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any provision hereof; (f) except as expressly provided in this Agreement, in the event a party is entitled to take any action (or refrain from taking any action), such party may determine whether to take such action in its sole discretion. Whenever the words “included,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (g) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words in a visible form; (h) references to agreements or laws are any statute shall be deemed to refer to such agreements or laws statute as amended from time to time and to any rules or revised or as regulations promulgated thereunder; (i) references to any Person include the successors and permitted assigns of that Person; and (j) references to sums of money are expressed in effect at lawful currency of the applicable time, including corresponding provisions United States of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this AgreementAmerica, and accounting terms partly defined “$” refers to the extent not defined, will have the respective meanings given to them under United States generally accepted accounting principlesU.S. dollars.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Madison Square Garden Entertainment Corp.)
Certain Interpretive Matters. In construing this AgreementUnless the context requires otherwise, it is the intent of the parties that:
(a) the captions of the articlesall references to Sections, sections Articles, Exhibits or subsections, or Schedules are to the Table Sections, Articles, Exhibits or Schedules of Contents in this Agreement are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “includes” and its derivatives means “includes, but is not limited to,” and corresponding derivative expressions;
(d) a defined term has its defined meaning throughout this Agreement and each exhibit and schedule to this Agreement, regardless of whether (b) each term defined in this Agreement has the meaning assigned to it appears before or after herein, (c) each accounting term not otherwise defined in this Agreement has the place where meaning commonly applied to it is defined;
in accordance with GAAP, (d) words in the singular include the plural and vice versa, (e) the meanings of pronoun “his” refers to the defined terms are applicable to both the singular masculine, feminine and plural forms thereof;
neuter, (f) all references to prices, values or monetary amounts refer to United States dollars;
(g) all references to articles, sections, paragraphs, clauses, exhibits or schedules refer to articles, sections, paragraphs and clauses of this Agreement, and to exhibits or schedules attached to this Agreement, unless expressly provided otherwise;
(h) each exhibit and schedule to this Agreement is a part of this Agreement and references to the term “Agreement” are deemed to include each such exhibit and schedule to this Agreement except to the extent that the context indicates otherwise, but if there is any conflict or inconsistency between the body of this Agreement and any exhibit or schedule, the provisions of the body of this Agreement will control;
(i) the words “this Agreement,” “herein,” “hereby,” “hereunderhereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular articleSection, section Article or other subdivision, unless expressly so limited;
(jg) the word term “orincluding” is disjunctive but not necessarily exclusive;
means “including without limitation,” and (kh) all references with respect to agreements or laws are the Rangeland Entities, the term “ordinary course of business” will be deemed to refer to such agreements the conduct of the COLT Business in a manner consistent with the ordinary course of business of the Rangeland Entities consistent with past custom and practice and current plans of Seller in respect of the construction and/or operation of the Assets. All references to $ or laws as amended or revised or as in effect at dollar amounts will be to lawful currency of the applicable time, including corresponding provisions of future agreements or laws; and
(l) as used in this Agreement, accounting terms not defined in this Agreement, and accounting terms partly defined to United States. To the extent not definedthe term “day” or “days” is used, it will have mean calendar days. No provision of this Agreement will be interpreted in favor of, or against, any of the respective meanings given Parties hereto by reason of the extent to them under United States generally accepted accounting principleswhich any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.
Appears in 1 contract
