Certain Rules of Construction. Except as otherwise explicitly specified to the contrary, 1.2.1 References to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement, 1.2.2 The words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable, 1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time, 1.2.4 Words in the singular or plural form include the plural and singular form, respectively, 1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated, 1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals), 1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,” 1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,” 1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor to exclude any Exhibits or Schedules hereto, and 1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise provided.
Appears in 3 contracts
Samples: Loan Program Agreement (First Marblehead Corp), Loan Program Agreement (First Marblehead Corp), Loan Program Agreement (First Marblehead Corp)
Certain Rules of Construction. Except as (a) Unless the context of this Agreement otherwise explicitly specified to requires, (i) words of either gender or the contrary,
1.2.1 References to a Sectionneuter include the other gender and the neuter, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The (ii) words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in using the singular or plural form number also include the plural number and words using the plural number also include the singular formnumber, respectively(iii) the terms “hereof,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,hereby” and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section or other subdivision, (iv) the terms “hereofArticle” or “hereunderSection” or “this Agreement” are used in other subdivision refer to the specified Article, Section or other subdivision of the body of this Agreement, they (v) the word “include” shall be deemed to refer be followed by the phrase “but are not limited to”, the word “includes” shall be deemed to this Agreement as a whole including Exhibits and Schedules heretobe followed by the phrase “but is not limited to”, and the word “including” shall be deemed to be followed by the phrase “but not to any specific section nor to exclude any Exhibits or Schedules heretolimited to”, and
1.2.10 Any (vi) when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated, (vii) when a statute statement herein with respect to a particular matter is qualified by the phrase “in all material respects,” materiality shall be determined solely by reference to, and solely within the context of, the specified matter and not with respect to the entirety of this Agreement or statutory provision the entirety of the transactions contemplated hereby, (viii) the terms “third party” or “third parties” refers to Persons other than the Buyer, the Company and the Holder Agent, (ix) “made available” shall mean such statute or statutory provision as it has been amended through that the document being made reference to was included (at least three (3) business days prior to the date as of hereof) in the Company’s electronic data room to which the particular portion Buyer and its representatives have been provided access and (x) all references to a breach of a representation or warranty shall mean a breach of or inaccuracy in, such representation or warranty or an omission from the Agreement is disclosure set forth in the Company Disclosure Letter related to take effect, such representation or warranty. All accounting terms used herein and not expressly defined herein shall have the meanings given to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedthem under GAAP.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Red Hat Inc)
Certain Rules of Construction. Except as otherwise explicitly specified Unless the context of this Indenture clearly requires otherwise: (a) references to the contrary,
1.2.1 References plural include the singular and to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The the singular include the plural; (b) references to any gender include any other gender; (c) the words “including,” “include” and “includesincluding” will be construed as are not limiting; (d) the words “including without limitationhereof,” “include without limitation” or “includes without limitationherein,” as applicable“hereby,
1.2.3 References to a particular statute or regulation include all rules ” and regulations promulgated thereunder “hereunder,” and any applicable predecessor or successor statute or regulationother similar words, in each case refer to this Indenture as amended or otherwise modified from time a whole and not to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any any particular provision hereof; (e) article, section, subsection, paragraph or subparagraph headings contained clause, exhibit, and schedule references are to this Indenture; (f) in this Agreement the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding,” and the recitals at word “through” means “to and including”; (g) except when used in conjunction with the beginning word “either,” the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both A and B,” not “either A or B, but not both A and B”); (h) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it, and a regulation or statutory instrument issued under it; and (i) the term “writing” includes both information that is inscribed on a tangible, permanently visible medium and information that is stored in an electronic or other medium, and that can be retrieved in perceivable form. Article, section, and subsection headings are for convenience of reference only, shall not constitute a part of this Agreement are Indenture for reference purposes only any other purpose, and shall not affect in any way the meaning or interpretation construction of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in Indenture. All exhibits and schedules attached hereto are incorporated herein by this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to refer reference. Any reference herein to this Agreement as a whole including Exhibits and Schedules heretoIndenture or any other agreement, and not to any specific section nor to exclude any Exhibits or Schedules hereto, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effectdocument, or to any successor statute instrument includes all permitted alterations, amendments, changes, extensions, modifications, renewals, or statutory provision relating to the same subject supplements thereto or thereof, as the statutory provision so referred to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedapplicable.
Appears in 2 contracts
Samples: Indenture (Resource America, Inc.), Indenture (Resource America, Inc.)
Certain Rules of Construction. Except as References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise explicitly specified specifically provided. The definitions of terms herein shall apply equally to the contrary,
1.2.1 References to a Sectionsingular and plural forms of the terms defined. Whenever the context may require, Exhibit or Schedule means a Section ofany pronoun shall include the corresponding masculine, or Schedule or Exhibit to, this Agreement,
1.2.2 feminine and neuter forms. The words “includinginclude,” “includeincludes” and “includesincluding” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict be followed by the construction of phrase “without limitation.” The word “will” shall be construed to have the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement same meaning and effect as the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 word “shall.” The word “or” whenever used in this Agreement is used not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns or, in the inclusive sense case of “and/or” and not governmental Persons, Persons succeeding to the exclusive sense relevant functions of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever such Persons, (c) the words “herein,” “heretohereof” and “hereunder,” “hereof” or “hereunder” or “this Agreement” are used in this Agreementand words of similar import, they shall be deemed construed to refer to this Agreement as a whole including Exhibits and Schedules hereto, in its entirety and not to any specific section nor particular provision hereof, (d) all references herein to exclude Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any Exhibits reference to any Law herein shall, unless otherwise specified, refer to such Law as amended, modified or Schedules heretosupplemented from time to time and any successor Law and any rules, and
1.2.10 Any reference made in regulations or other Law related thereto, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, subaccounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement to or, in the case of a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as Default, is cured within any period of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party or any Subsidiary of any Loan Party, such words are intended to signify that a member of management or officer or member of the board of directors of such Loan Party or such Subsidiary has actual knowledge or awareness of a particular fact or circumstance or a member of management or officer or director of such Loan Party or such Subsidiary, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. For purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding.” Any reference to a Loan Party or any other Person that is an individual as “it” shall refer to such Loan Party or other Person in his or her individual capacity. Unless the context otherwise requires, “issuance,” “issue,” “issued” or similar terms shall in reference to any then-applicable rules Letter of Credit be deemed to include any issuance of or regulations promulgated thereunderany increase, unless extension or renewal any Letter of Credit under this Agreement. Unless the context otherwise providedrequires, “acquire,” “acquisition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any acquisition in fee simple or by lease, timber deed, sublease or license of any such Real Property. Unless the context otherwise requires, “sale,” “disposition” or similar terms shall in reference to any existing or additional Real Property be deemed to include any sublease of any such Real Property. (For the avoidance of doubt, the parties hereto note that a “Transaction Clearing Account” is not a deposit, securities or commodities account or subaccount but a book entry system used by CoBank to track credits and debits to various InvestLine Accounts of a Person over the course of a single Business Day.)
Appears in 2 contracts
Samples: Term a 4 Loan Credit Facility (CatchMark Timber Trust, Inc.), Credit Agreement (CatchMark Timber Trust, Inc.)
Certain Rules of Construction. Except as otherwise explicitly specified (a) The terms "law" and "laws" refer to the contrary,
1.2.1 References to a Sectioneach applicable U.S. and foreign federal, Exhibit or Schedule means a Section ofstate, national, provincial, local and municipal law, statute, rule, regulation and directive and each judgment, order, decree, permit, or Schedule order of each court and other Governmental Entity of competent jurisdiction. Any reference to any federal, state, national provincial, local, municipal, foreign or Exhibit to, this Agreement,
1.2.2 The words “including,” “include” and “includes” will other law shall be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References deemed also to a particular statute or regulation include refer to all rules and regulations promulgated thereunder (including rues and any applicable predecessor regulations of the Securities and Exchange Commission, state securities regulators, the NASD and its affiliates), unless the context requires otherwise.
(b) Unless the context of this Agreement otherwise requires, (i) words of either gender or successor statute or regulationthe neuter include the other gender and the neuter, in each case as amended or otherwise modified from time to time,
1.2.4 Words in (ii) words using the singular or plural form number also include the plural number and words using the plural number also include the singular formnumber, respectively,
1.2.5 Where specific language is used (iii) the terms "hereof', "herein", "hereby" and derivative or similar words refer to clarify this entire Agreement as a whole and not to any particular Article, Section or illustrate by example a general statement contained hereinother subdivision, such specific language shall not be deemed (iv) the terms "Article" or "Section" or other subdivision refer to modifythe specified Article, limit Section or restrict the construction other subdivision of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning body of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they (v) the phrases "ordinary course of business" and "ordinary course of business consistent with past practice" refer to the Company, (vi) the word "include" shall be deemed to refer be followed by business and practice of the phrase "but are not limited to", the word "includes" shall be deemed to be followed by the phrase "but is not limited to", and the word "including" shall be deemed to be followed by the phrase "but not limited to", (vii) the phrase "materiality limitation", with respect to a party's representations, warranties, covenants and agreements, includes all qualifications, limitations, thresholds and exceptions based on the concept of materiality, whether expressed by the word "material", "materially", "materiality", "material adverse change", "Parent Material Adverse Effect" or "Company Material Adverse Effect", (vii) when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement as unless otherwise indicated, (ix) when a whole including Exhibits and Schedules heretostatement herein with respect to a particular matter is qualified by the phrase "in all material respects", materiality shall be determined solely by reference to, and solely within the context of, the specified matter and not with respect to any specific section nor the entirety of this Agreement or the entirety of the transactions contemplated hereby, (x) the terms "party" or "parties" refer to exclude any Exhibits Parent and Merger Sub, on the one hand, and the Company, on the other, and the terms "third party" or Schedules hereto"third Parties" refers to Persons other than Parent, and
1.2.10 Any Merger Sub and the Company, (xi) when reference is made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion "product" of the Company, such reference shall include products under development, and when reference is made in this Agreement is to take effectthe business of the Company as "proposed" to be conducted, or to any successor statute Intellectual Property "proposed" to be embodied in a product, technology or statutory provision relating service of the Company or used in and/or necessary to the same subject conduct of the business of the Company as "proposed" to be conducted, such reference shall include the statutory provision so referred businesses, activities, Intellectual Property, products, technologies and services reflected in the Business Plan. All accounting terms used herein and not expressly defined herein shall have the meanings given to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedthem under GAAP.
Appears in 1 contract
Samples: Merger Agreement (Exfo Electro Optical Engineering Inc)
Certain Rules of Construction. Except as otherwise explicitly specified to the contrary,
1.2.1 References to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, (a) In this Agreement,, unless the context otherwise requires:
1.2.2 The (i) references in this Agreement to “writing” or comparable expressions includes a reference to facsimile transmission or comparable means of communication (but excluding email communications in the case of agreements, amendments, consents, waivers or other documents required to be in written form signed by one or more parties or requested by a party to be communicated in writing other than by email(s));
(ii) words “including,” “include” expressed in the singular number shall include the plural and “includes” will vice versa, and words expressed in the masculine shall include the feminine and neutral genders and vice versa;
(iii) references to Articles, Sections, Exhibits, Schedules and Recitals are references to articles, sections, exhibits, schedules and recitals of this Agreement;
(iv) references to this Agreement or any other agreement or document shall be construed as “including without limitation,” “include without limitation” references to this Agreement or “includes without limitation,” such other agreement or document, as applicable,
1.2.3 References the case may be, as the same may have been, or may from time to a particular statute time be, amended, varied, novated or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified supplemented from time to time,;
1.2.4 Words (v) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the singular same Section in which the reference appears, and this rule shall also apply to paragraphs and other subdivisions;
(vi) the table of contents to this Agreement and all section titles or plural form include the plural captions contained in this Agreement or in any Schedule or Exhibit annexed hereto or referred to herein are for convenience only and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning a part of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Agreement;
(other than with respect to any defined terms contained in the recitals)vii) “include,
1.2.7 The word ” “or” whenever used in this Agreement is used in the inclusive sense of “and/orincludes” and “including” are deemed to be followed by “without limitation” whether or not the exclusive sense they are in fact followed by such words or words of “either/or,”similar import;
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever (viii) the words “herein,” “heretohereof,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to and other words of similar import refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor particular provision;
(ix) references to exclude a Person are also to its permitted successors and assigns and, in the case of an individual, to his or her heirs and estate, as applicable;
(x) any Exhibits or Schedules hereto, reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;
(xi) any reference to times is to local times in Hong Kong unless otherwise stated; and
1.2.10 Any (xii) any reference made in relation to any particular jurisdiction to any specific legal term for any action, remedy, method of judicial Proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any other jurisdiction be treated as a reference to any analogous term in that jurisdiction.
(b) The Schedules and Exhibits to this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as are incorporated into and form an integral part of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement. If an Exhibit is a form of agreement, such agreement, when executed and to any then-applicable rules or regulations promulgated thereunderdelivered by the parties thereto, unless otherwise providedshall constitute a document independent of this Agreement.
Appears in 1 contract
Samples: Share Subscription Agreement (Alibaba Group Holding LTD)
Certain Rules of Construction. Except as otherwise explicitly specified (a) Any reference to the contrary,
1.2.1 References to a Sectionany federal, Exhibit state, local or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular foreign statute or regulation include Law shall be deemed also to refer to all rules and regulations promulgated thereunder thereunder, unless the context requires otherwise.
(b) Unless the context of this Agreement otherwise requires, (i) words of either gender or the neuter include the other gender and any applicable predecessor or successor statute or regulationthe neuter, in each case as amended or otherwise modified from time to time,
1.2.4 Words in (ii) words using the singular or plural form number also include the plural number and words using the plural number also include the singular formnumber, respectively(iii) the terms “hereof,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,hereby” and derivative or similar words refer to this entire Agreement as a whole and not to any particular Article, Section or other subdivision, (iv) the terms “hereofArticle” or “hereunderSection” or “this Agreement” are used in other subdivision refer to the specified Article, Section or other subdivision of the body of this Agreement, they (v) the word “include” shall be deemed to refer be followed by the phrase “but are not limited to”, the word “includes” shall be deemed to this Agreement as a whole including Exhibits and Schedules heretobe followed by the phrase “but is not limited to”, and the word “including” shall be deemed to be followed by the phrase “but not to any specific section nor to exclude any Exhibits or Schedules heretolimited to”, and
1.2.10 Any (vi) when a reference is made in this Agreement to Exhibits, such reference shall be to an Exhibit to this Agreement unless otherwise indicated, (vii) when a statute statement herein with respect to a particular matter is qualified by the phrase “in all material respects,” materiality shall be determined solely by reference to, and solely within the context of, the specified matter and not with respect to the entirety of this Agreement or statutory provision the entirety of the transactions contemplated hereby, (viii) the terms “third party” or “third parties” refers to Persons other than the Buyer, the Company and the Holder Representative, and (ix) “made available” shall mean such statute or statutory provision as it has been amended through that the document being made reference to was included (at least three (3) business days prior to the date as of hereof with written notice to the Buyer) in the Company’s electronic data room to which the particular portion of Buyer and its representatives have been provided access. All accounting terms used herein and not expressly defined herein shall have the Agreement is meanings given to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedthem under GAAP.
Appears in 1 contract
Certain Rules of Construction. Except as References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise explicitly specified specifically provided. The definitions of terms herein shall apply equally to the contrary,
1.2.1 References to a Sectionsingular and plural forms of the terms defined. Whenever the context may require, Exhibit or Schedule means a Section ofany pronoun shall include the corresponding masculine, or Schedule or Exhibit to, this Agreement,
1.2.2 feminine and neuter forms. The words “includinginclude,” “includeincludes” and “includesincluding” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict be followed by the construction of phrase “without limitation.” The word “will” shall be construed to have the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement same meaning and effect as the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 word “shall.” The word “or” whenever used in this Agreement is used not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns or, in the inclusive sense case of “and/or” and not governmental Persons, Persons succeeding to the exclusive sense relevant functions of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever such Persons, (c) the words “herein,” “heretohereof” and “hereunder,” “hereof” or “hereunder” or “this Agreement” are used in this Agreementand words of similar import, they shall be deemed construed to refer to this Agreement as a whole including Exhibits and Schedules hereto, in its entirety and not to any specific section nor particular provision hereof, (d) all references herein to exclude Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any Exhibits reference to any law or Schedules heretoregulation herein shall, and
1.2.10 Any reference made in unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and any successor statutes and regulations, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement to or, in the case of a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as Default, is cured within any period of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify that a member of management or officer or member of the board of directors of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or a member of management or officer or director of such Loan Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. For purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding.” Any reference to any then-applicable rules a Loan Party that is an individual as “it” shall refer to such Loan Party in his or regulations promulgated thereunder, unless otherwise providedher individual capacity.
Appears in 1 contract
Certain Rules of Construction. Except as otherwise explicitly specified to The article and section headings and the contrary,
1.2.1 References to a Sectiontable of contents contained in this Agreement are for convenience of reference only and shall in no way define, Exhibit limit, extend or Schedule means a Section of, describe the scope or Schedule or Exhibit to, intent of any provisions of this Agreement,
1.2.2 The words “including,” “include” . Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form of nouns, pronouns and verbs shall include the plural and singular formvice versa. In addition, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they unless otherwise provided to the contrary, (a) all references to days, months or years shall be deemed references to calendar days, months or years or (b) any reference to a “Section,” “Article” or “Exhibit” shall be deemed to refer to a section or article of this Agreement, a Disclosure Schedule or an exhibit attached to this Agreement. Unless the context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor particular provision of this Agreement. The words “include,” “includes,” “including” or “such as” shall be deemed to exclude be followed by the words “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The phrase “date hereof” or “date of this Agreement” shall be deemed to refer to July 22, 2007. Unless otherwise specifically provided for herein, the term “or” shall not be deemed to be exclusive. This Agreement shall be construed without regard to any Exhibits presumption or Schedules heretorule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. Unless a contrary intent is apparent, and
1.2.10 Any reference made any Contract, instrument or Law defined or referred to herein or in this Agreement any Contract or instrument that is referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of Law) by succession of comparable successor Law and references to all attachments thereto and instruments incorporated therein. References to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is person are also to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, its permitted successors and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedpermitted assigns.
Appears in 1 contract
Certain Rules of Construction. Except (a) All the agreements (including this Agreement), documents or instruments herein defined mean such agreements, documents or instruments as otherwise explicitly specified the same may from time to time be supplemented or amended or the terms thereof waived or modified to the contrary,
1.2.1 References to a Sectionextent permitted by, Exhibit and in accordance with, the terms thereof. The headings preceding the text of Articles and Sections included herein are for convenience only and shall not be deemed part of this Agreement or Schedule means a Section ofbe given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender, or Schedule the singular or Exhibit toplural form of words, herein shall not limit any provision of this Agreement,
1.2.2 . The words use of the terms “including,” or “include” and shall in all cases herein mean “includes” will be construed as “including without limitation,” “include including, without limitation” or “includes include, without limitation,” respectively. Reference to any Person includes such Person’s successors and permitted assigns. Reference to any Law means such Law as applicable,
1.2.3 References to a particular statute amended, modified, codified, replaced or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulationre-enacted, in each case as amended whole or otherwise modified in part, from time to time,
1.2.4 Words in the singular or plural form include the plural , including rules, regulations, enforcement procedures and singular formany interpretations promulgated thereunder. Unless otherwise specified, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “Articles, Sections, clauses or Exhibits shall refer to the Agreement” Articles, Sections, clauses or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in Exhibits to this Agreement, they and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section or sub-Section in which such reference occurs. The use of the terms “hereunder”, “hereof”, “hereto” and words of similar import shall be deemed to refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor particular Article, Section or clause of or Exhibit to exclude this Agreement. References to amounts of currency are references to United States Dollars unless otherwise indicated. When calculating the period of time before which, within which or following which any Exhibits act is to be done or Schedules heretostep taken pursuant to this Agreement, andthe date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately
1.2.10 Any reference made (b) Notwithstanding anything to the contrary contained in the Ardagh Disclosure Schedule or Element Disclosure Schedule, in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through in the date as of which Related Agreements, the particular portion information and disclosures contained in any Section of the Agreement Ardagh Disclosure Schedule or Element Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Ardagh Disclosure Schedule or Element Disclosure Schedule as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such information or disclosure. Certain items and matters are listed in the Ardagh Disclosure Schedule or Element Disclosure Schedule for informational purposes only and may not be required to take effectbe listed therein by the terms of this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Ardagh Disclosure Schedule or Element Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to any successor statute or statutory provision relating to the same subject as the statutory provision so be referred to or disclosed in this AgreementAgreement or in the Ardagh Disclosure Schedule or Element Disclosure Schedule. Without limiting the foregoing, and no reference to or disclosure of a possible breach or violation of any then-applicable rules contract or regulations promulgated thereunder, unless otherwise providedLaw shall be construed as an admission or indication that a breach or violation exists or has actually occurred.
Appears in 1 contract
Certain Rules of Construction. Except as otherwise explicitly specified to the contrary,
1.2.1 References to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “heretohereof,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to and other words of similar import refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, restatements, supplements, waivers and other modifications, extensions or renewals (to the extent not prohibited by the Loan Documents); (c) any section nor to exclude means, unless the context otherwise requires, a section of this Agreement; (d) any Exhibits exhibits or Schedules schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, and
1.2.10 Any reference made which are hereby incorporated by reference; and (e) any Person include successors and assigns. As used herein or in this Agreement any of the other Loan Documents, “continuing representations and warranties” shall refer to those representations and warranties which are not given solely as of a statute or statutory provision specific date; such continuing representations and warranties shall mean such statute or statutory provision be deemed remade as it has been amended through of the date of each Request for Advance or Request for Swing Line Advance, as applicable (and as of which the particular portion making of such Advance), except for any Advance consisting of any refunding or conversion of a borrowing, as of the Agreement is to take effectissuance of a Letter of Credit and as of the effective date of any other Loan Document (containing such continuing representations and warranties, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred extent set forth therein) delivered pursuant to or in connection with this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise provided.
Appears in 1 contract
Certain Rules of Construction. Except as otherwise explicitly specified The definitions of terms herein shall apply equally to the contrary,
1.2.1 References singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to a Section, Exhibit or Schedule means a Section be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of, or Schedule or Exhibit reference to, any agreement (including this Agreement,
1.2.2 The words “including,” “include” and “includes” will Guarantee or any other Loan Document), instrument or other document herein shall be construed as “referring to such agreement, instrument or other document as from time to time (including without limitation,” “include without limitation” on or “includes without limitation,” as applicable,
1.2.3 References prior to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulationthe date hereof) amended, in each case as amended supplemented, restated, waived or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect subject to any defined terms contained in the recitalsrestriction on any such amendment, supplement, restatement, waiver or modification set forth herein),
1.2.7 The word “or” whenever used in , (ii) any reference herein to any party to this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” Guarantee or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” any other agreement (including any other Loan Document), instrument or “hereunder” or “this Agreement” are used in this Agreement, they other document shall be deemed to refer to any Person that becomes (or became, if applicable) a successor or assign of such party, upon the occurrence thereof, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement as a whole including Exhibits and Schedules hereto, Guarantee in its entirety and not to any specific section nor particular provision hereof, (iv) all references herein to exclude articles, sections, exhibits and schedules shall be construed to refer to articles and sections of, and exhibits and schedules to, this Guarantee, (v) any Exhibits reference herein to any treaty, law, rule or Schedules hereto, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effectregulation, or to any successor statute provision of any treaty, law, rule or statutory regulation, shall include any modification or re-enactment thereof, any legislative provision relating substituted therefor and all regulations and rules issued thereunder or pursuant thereto, in each case whether prior to, on or after the date hereof, (vi) the words “asset” and “property” shall be construed to have the same subject as the statutory provision so referred meaning and effect and to in this Agreementrefer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and (vii) all references herein to any then-applicable rules or regulations promulgated thereunder“$,” “funds” and “dollars” refer to United States currency. In the computation of a period of time from a specified date to a later specified date, unless otherwise providedthe word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
Appears in 1 contract
Samples: Guarantee (GWG Holdings, Inc.)
Certain Rules of Construction. Except The article and section headings and the table of contents contained in this Agreement are for convenience of reference only and shall in no way define, limit, extend or describe the scope or intent of any provisions of this Agreement. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. In addition, as used in this Agreement, unless otherwise explicitly specified provided to the contrary,
1.2.1 References , (a) all references to days, months or years shall be deemed references to calendar days, months or years or (b) any reference to a "Section," "Article" or "Exhibit" shall be deemed to refer to a section or article of this Agreement, Exhibit or Schedule means a Section of, or Disclosure Schedule or Exhibit to, an exhibit attached to this Agreement. Unless the context otherwise requires, the words "hereof,
1.2.2 " "herein," and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “"include," "includes," or "including,” “include” and “includes” will " shall be construed as “including deemed to be followed by the words "without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References ." Unless otherwise specifically provided for herein, the term "or" shall not be deemed to be exclusive. Any reference to a particular statute or regulation Law shall include all any rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulationthereunder. Currency amounts referenced herein are in U.S. Dollars. Any reference to a Contract set forth in this Agreement shall be construed as a reference to such Contract as amended, in each case as amended supplemented or otherwise modified from time to time,
1.2.4 Words , in accordance with the provisions thereof and hereof. Terms defined in the singular or plural form include have the corresponding meaning in the plural and singular form, respectivelyvice versa. The phrases "provided,
1.2.5 Where specific language is " "delivered" or "made available," by Seller when used to clarify or illustrate by example a general statement contained herein, such specific language mean that the information or materials posted and accessible to Buyer and its Representatives in the on-line "virtual data room" for "Project Boulder" established by Xxxxxxx Datasite prior to the execution of this Agreement and remain so posted and accessible continuously through the Closing and for five (5) Business Days thereafter. Each of the parties hereto acknowledges that this Agreement has been prepared jointly by the parties hereto, and shall not be deemed to modifystrictly construed against either party. The parties hereto intend that each representation, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings warranty and covenant contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and herein shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor to exclude any Exhibits or Schedules hereto, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise providedhave independent significance.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
Certain Rules of Construction. Except as otherwise explicitly specified to the contrary,
1.2.1 References to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “heretohereof,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to and other words of similar import refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, restatements, supplements, waivers and other modifications, extensions or renewals (to the extent not prohibited by the Loan Documents); (c) any section nor to exclude means, unless the context otherwise requires, a section of this Agreement; (d) any Exhibits exhibits or Schedules schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, and
1.2.10 Any reference made which are hereby incorporated by reference; and (e) any Person include successors and assigns. As used herein or in this Agreement any of the other Loan Documents, “continuing representations and warranties” shall refer to those representations and warranties which are not given solely as of a statute or statutory provision specific date; such continuing representations and warranties shall mean such statute or statutory provision be deemed remade as it has been amended through of the date of each Request for Advance or Request for Swing Line Advance, as applicable (and as of which the particular portion making of such Advance), as of the Agreement is to take effectissuance of a Letter of Credit and as of the effective date of any other Loan Document (containing such continuing representations and warranties, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred extent set forth therein) delivered pursuant to or in connection with this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise provided.
Appears in 1 contract
Certain Rules of Construction. Except Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as otherwise explicitly specified the case may be. The words “herein,” “hereof” and “hereunder” and other words of similar import refer, as the context may require, to the contrary,
1.2.1 References relevant agreement as a whole, including all annexes, exhibits and schedules, and not to a Sectionany particular section, Exhibit subsection or Schedule means a Section ofclause contained in such agreement, annex, exhibit or Schedule schedule. Wherever from the context it appears appropriate, each term stated in either the singular or Exhibit toplural shall include the singular and the plural, this Agreement,
1.2.2 and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,”, “includes” and “include” and shall be deemed to be followed by the words “includes” will be construed as “including without limitation,”, and where general words are followed by a specific listing of items, the general words shall be given their widest meaning and shall not be limited by an enumeration of specific matters; the word “or” “is not exclusive; references to Persons include without limitation” or “includes without limitation,” as applicable,
1.2.3 References their respective successors and assigns (to a particular statute or regulation include all rules the extent and regulations promulgated thereunder and any applicable predecessor or successor statute or regulationonly to the extent permitted by the Loan Documents) or, in the case of any Governmental Authority, Persons succeeding to the relevant functions of such Governmental Authority; all references to any Law shall include any amendments and successors of the same; all references to any agreement, instrument or document shall refer to each case such agreement, instrument or document as amended, amended and restated, supplemented or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used time (subject to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction any restrictions on any of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained foregoing as may be set forth in this Agreement Agreement); and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,asset” and “hereto,property” “hereof” or “hereunder” or “this Agreement” are used in this Agreementshall have the same meaning and refer to tangible and intangible assets and properties, they including cash, securities, accounts and contract rights. A Default shall be deemed to refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor to exclude any Exhibits or Schedules hereto, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through exist at all times during the period commencing on the date as of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating that such Default occurs to the same subject date on which such Default is waived by the applicable Lender Parties as the statutory provision so referred to required under Section 11.1 or cured within any period of cure expressly provided for in this Agreement. An Event of Default shall be deemed to exist at all times during the period commencing on the date that such Event of Default occurs to the date on which such Event of Default is waived by the applicable Lender Parties as required under Section 11.1. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, and such words are intended to any then-applicable rules signify that a senior member of management, a senior officer or regulations promulgated thereundera member of the board of directors or comparable body of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or a senior member of management, unless otherwise provided.senior officer or member of the board of directors or comparable body
Appears in 1 contract
Samples: Credit Agreement (GrubHub Inc.)
Certain Rules of Construction. Except as Unless the context otherwise explicitly specified to the contrary,
1.2.1 References requires: (a) all references to a Preamble, Recital, Section, Article, Exhibit or Schedule means a Preamble, Recital, Section or Article of, or Exhibit or Schedule or Exhibit to, this Agreement,
1.2.2 The , unless another agreement is specified; (b) Exhibits and Schedules to this Agreement are attached hereto and by this reference incorporated herein for all purposes; (c) the words “includingthis Agreement,” “includeherein,” “hereby,” “hereunder” and “includeshereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision, unless expressly so limited; (d) the words “this Article,” “this Section” and “this subsection,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur; (e) the words “either,” “or,” “neither,” “nor” and “any” are not exclusive; (f) the word “including” will be construed as “including including, without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References ”; (g) references to a particular statute or regulation Legal Requirement include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute statute, rules or regulationregulations, in each case as amended amended, supplemented or otherwise modified from time to time,
1.2.4 Words ; (h) pronouns in masculine, feminine and neutral genders will be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular or plural form will be construed to include the plural and singular formvice versa, respectively,
1.2.5 Where specific language is used unless the context otherwise requires; (i) references to clarify a particular Person include such Person’s successors and assigns, to the extent not prohibited by this Agreement; (j) whenever this Agreement indicates that the Company or illustrate by example a general statement contained hereinits Subsidiaries or Seller have “made available” any document to Buyer, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to refer be a statement that such document was (i) delivered to Buyer or (ii) made continuously available for viewing online as of or prior to the date hereof; (k) to the extent the term “day” or “days” is used (as opposed to “Business Day” or “Business Days”), it means calendar days; (l) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (m) all monetary figures shall be in U.S. Dollars unless otherwise specified; (n) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean “if”; and (o) no provision of this Agreement as a whole including Exhibits and Schedules heretowill be interpreted in favor of, and not to any specific section nor to exclude any Exhibits or Schedules heretoagainst, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion either of the Agreement parties by reason of the extent to which any such party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is to take effectinconsistent with any prior draft hereof. The parties hereto - 51 - VP/#64222072.19 intend that each representation, warranty and covenant contained herein will have independent significance. If any party hereto has breached or violated, or to if there is an inaccuracy in, any successor statute representation, warranty or statutory provision covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject as matter (regardless of the statutory provision so referred to relative levels of specificity) that such party has not breached or violated, or in this Agreementrespect of which there is not an inaccuracy, and to any then-applicable rules will not detract from or regulations promulgated thereundermitigate the fact that the party has breached or violated, unless otherwise provided.or there is an inaccuracy in, the first representation, warranty or covenant. [SIGNATURE PAGES FOLLOW]
Appears in 1 contract
Certain Rules of Construction. Except as References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, respectively, of this Agreement unless otherwise explicitly specified specifically provided. The definitions of terms herein shall apply equally to the contrary,
1.2.1 References to a Sectionsingular and plural forms of the terms defined. Whenever the context may require, Exhibit or Schedule means a Section ofany pronoun shall include the corresponding masculine, or Schedule or Exhibit to, this Agreement,
1.2.2 feminine and neuter forms. The words “includinginclude,” “includeincludes” and “includesincluding” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict be followed by the construction of phrase “without limitation.” The word “will” shall be construed to have the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement same meaning and effect as the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 word “shall.” The word “or” whenever used in this Agreement is used not exclusive. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns or, in the inclusive sense case of “and/or” and not governmental Persons, Persons succeeding to the exclusive sense relevant functions of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever such Persons, (c) the words “herein,” “heretohereof” and “hereunder,” “hereof” or “hereunder” or “this Agreement” are used in this Agreementand words of similar import, they shall be deemed construed to refer to this Agreement as a whole including Exhibits and Schedules hereto, in its entirety and not to any specific section nor particular provision hereof, (d) all references herein to exclude Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any Exhibits reference to any law or Schedules heretoregulation herein shall, and
1.2.10 Any reference made in unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and any successor statutes and regulations, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement to or, in the case of a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as Default, is cured within any period of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to cure expressly provided for in this Agreement, ; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any then-applicable rules Loan Party or regulations promulgated thereunder, unless otherwise provided.any Subsidiary
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Certain Rules of Construction. Except as otherwise explicitly specified to the contrary,
1.2.1 References to a Section, Exhibit or Schedule means a Section of, or Schedule or Exhibit to, this Agreement,
1.2.2 The words “including,” “include” and “includes” will be construed as “including without limitation,” “include without limitation” or “includes without limitation,” as applicable,
1.2.3 References to a particular statute or regulation include all rules and regulations promulgated thereunder and any applicable predecessor or successor statute or regulation, in each case as amended or otherwise modified from time to time,
1.2.4 Words in the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 1.2.5 Any article, section, subsection, paragraph or subparagraph headings contained in this Agreement and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 1.2.6 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”” and
1.2.9 1.2.7 Whenever the words “herein,” “hereto,” “hereof” or “hereunder” or “this Agreement” are used in this Agreement, they shall be deemed to refer to this Agreement as a whole including Exhibits and Schedules hereto, and not to any specific section nor to exclude any Exhibits or Schedules hereto, and.
1.2.10 Any reference made in 1.2.8 In the event of any conflict between any of the terms of this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as of which the particular portion and those of the Program Guidelines (or in the event that this Agreement is requires a Party to conduct certain activities in accordance with the Program Guidelines and the Program Guidelines would require such Party to act or refrain from acting in conflict with this Agreement), the terms of this Agreement shall be controlling (and such Party shall not be required to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to in such action that would conflict with this Agreement, and to any then-applicable rules or regulations promulgated thereunder, unless otherwise provided).
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Certain Rules of Construction. Except Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as otherwise explicitly specified the case may be. The words “herein,” “hereof” and “hereunder” and other words of similar import refer, as the context may require, to the contrary,
1.2.1 References relevant agreement as a whole, including all annexes, exhibits and schedules, and not to a Sectionany particular section, Exhibit subsection or Schedule means a Section ofclause contained in such agreement, annex, exhibit or Schedule schedule. Wherever from the context it appears appropriate, each term stated in either the singular or Exhibit toplural shall include the singular and the plural, this Agreement,
1.2.2 and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,”, “includes” and “include” and shall be deemed to be followed by the words “includes” will be construed as “including without limitation,”, and where general words are followed by a specific listing of items, the general words shall be given their widest meaning and shall not be limited by an enumeration of specific matters; the word “or” “is not exclusive; references to Persons include without limitation” or “includes without limitation,” as applicable,
1.2.3 References their respective successors and assigns (to a particular statute or regulation include all rules the extent and regulations promulgated thereunder and any applicable predecessor or successor statute or regulationonly to the extent permitted by the Loan Documents) or, in the case of any Governmental Authority, Persons succeeding to the relevant functions of such Governmental Authority; all references to any Law shall include any amendments and successors of the same; all references to any agreement, instrument or document shall refer to each case such agreement, instrument or document as amended amended, restated or otherwise modified from time to time,
1.2.4 Words in time (subject to any restrictions regarding the singular or plural form include the plural and singular form, respectively,
1.2.5 Where specific language is used to clarify or illustrate by example a general statement contained herein, such specific language shall not foregoing as may be deemed to modify, limit or restrict the construction of the general statement which is being clarified or illustrated,
1.2.6 Any article, section, subsection, paragraph or subparagraph headings contained set forth in this Agreement Agreement); and the recitals at the beginning of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement (other than with respect to any defined terms contained in the recitals),
1.2.7 The word “or” whenever used in this Agreement is used in the inclusive sense of “and/or” and not the exclusive sense of “either/or,”
1.2.8 All references to “the Agreement” or “this Agreement” in this Agreement shall mean “this Agreement as amended,”
1.2.9 Whenever the words “herein,asset” and “hereto,property” “hereof” shall have the same meaning and refer to tangible and intangible assets and properties, including cash, securities, accounts and contract rights. A Default or “hereunder” or “this Agreement” are used in this Agreement, they Event of Default shall be deemed to refer exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived by the Required Lenders pursuant to this Agreement as or, in the case of a whole including Exhibits and Schedules heretoDefault, and not to is cured within any specific section nor to exclude any Exhibits or Schedules hereto, and
1.2.10 Any reference made in this Agreement to a statute or statutory provision shall mean such statute or statutory provision as it has been amended through the date as period of which the particular portion of the Agreement is to take effect, or to any successor statute or statutory provision relating to the same subject as the statutory provision so referred to cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived by the Required Lenders. Whenever any provision in any Loan Document refers to the knowledge (or an analogous phrase) of any Loan Party, such words are intended to signify that a member of management or officer or member of the board of directors of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or a member of management or officer or director of such Loan Party, if it had exercised reasonable diligence, would have known or been aware of such fact or circumstance. For purposes of computing a period of time from a specified date, the word “from” means “from and including” and the word “to” and “until” each mean “to, but excluding”. Any reference to any then-applicable rules a Loan Party that is an individual as “it” shall refer to such Loan Party in his or regulations promulgated thereunder, unless otherwise providedher individual capacity.
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