Construction; Certain Definitions. (a) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of construction shall be applied against any party. Unless otherwise specifically stated: (i) a term has the meaning assigned to it by this Agreement; (ii) including means “including but not limited to”; (iii) “or” is disjunctive but not exclusive; (iv) words in the singular include the plural, and in the plural include the singular; (v) provisions apply to successive events and transactions; (vi) “$” means the currency of the United States of America; (vii) “written” or “writing” includes “e-mail” and other similar forms of electronic communication; (viii) “Knowledge” of any Person means the actual knowledge after reasonable inquiry of the persons listed in Section 10.10(a) of the Company Disclosure Letter and, in the case of Parent, the persons listed in Section 10.10(a) of the Parent Disclosure Letter; (ix) “Business Day” means any day, other than a Saturday, Sunday or other day on which banks are required or permitted to close in New York, New York; (x) “made available” means provided physically, made available in an electronic or virtual data room or otherwise delivered in a physical or electronic format; and (xi) “past practice” of a party means the most current practice of such party existing as of the date hereof ; provided, however, that the use of such term shall not preclude continuing enhancements and improvements after the date hereof to a party’s processes and procedures to fully implement its lease administration process, fully implement its JX Xxxxxxx accounting system or otherwise engage in process and procedures improvements.
Construction; Certain Definitions. Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (i) “either” and “or” are not exclusive and “include,” “includes” and “including” are not limiting; (ii) “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date of this Agreement” or “date hereof” refers to the date set forth in the initial caption of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (v) the table of contents included herein is included for convenience only and shall not affect in any way the meaning or interpretation of this Agreement or any provision hereof; (vi) definitions contained in this Agreement are applicable to the singular as well as the plural, and to the masculine as well as to the feminine and neuter, forms of such terms; (vii) references to a contract, agreement or other instrument, including this Agreement, mean such contract, agreement or other instrument as amended or otherwise supplemented or modified from time to time; (viii) references to a person or entity are also to its permitted successors and assigns; (ix) unless stated otherwise herein, references to an “Article,” “Section,” “Exhibit” or “Schedule” refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement; (x) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States of America; (xi) references to a federal, state, local or foreign statute or law include any amendment thereof, any successor thereto and any rules, regulations and delegated legislation issued thereunder; (xii) “shall” and “will” mean “must”, and shall and will have equal force and effect and express an obligation; (xiii) “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing in visible form; and (xiv) references to accounting terms used and not otherwise defined herein have the meaning assigned to them under United States generally accepted accounting principles in effect from time to time. When reference is made in this Agreement to information that has been “made available” to Buyer, that shall include information that was contained in Parent’s electronic data room no later than 1:00 p.m., Eastern Time, on...
Construction; Certain Definitions. (a) Except where expressly stated otherwise in this Agreement, the following rules of interpretation apply to this Agreement: (i) “either” and “or” are not exclusive and “include”, “includes” and “including” are not limiting; (ii) “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “date hereof” or “date of this Agreement” refers to the date set forth in the initial caption of this Agreement; (iv) “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if”; (v) definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms; (vi) references to a law, contract or agreement mean such law, contract or agreement as amended or otherwise modified from time to time; (vii) references to a person are also to its successors and permitted assigns; (viii) references to an “ARTICLE”, “Section”, “Exhibit” or “Schedule” refer to an ARTICLE or Section of, or an Exhibit or Schedule to, this Agreement; (ix) references to “$” or otherwise to dollar amounts refer to the lawful currency of the United States; (x) references to a law mean and include any federal, state, provincial, municipal, local, or foreign law, statute, ordinance, order, determination, judgment, common law, code, rule, official standard, rule or regulation, enacted, enforced, entered, promulgated, or issued by any Governmental Entity, as now or hereafter in effect; and (xi) references to “person” or “Person” shall be construed broadly and include any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or Governmental Entity. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either Party.
(b) As used in this Agreement, the following capitalized terms shall have the respective meanings set forth below:
Construction; Certain Definitions. Each Party (A) agrees that it has been represented by legal counsel during the negotiation and execution hereof and has participated in the drafting and negotiation hereof and (B) waives the application of any law, regulation, holding or rule of construction providing that ambiguities in a contract or other document shall be construed against the party drafting such contract. If an ambiguity or question of intent or interpretation arises with respect hereto, this Agreement shall be construed as if it was drafted by all of the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship of any of the provisions hereof.
Construction; Certain Definitions. Neither this Agreement nor any agreement, document or instrument contemplated hereby shall be construed more strongly against any party regardless of who was more responsible for its preparation. The use of the words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” mean and refer to this entire Agreement and not to any particular article, section, paragraph or provision. The term “person” and words importing persons as used in this Agreement or any agreement, document or instrument contemplated hereby include firms, associations, partnerships, limited partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. The words “material,” “materially” and other derivations thereof as used in Section 9 of this Agreement mean and include, but without limitation, that (i) the agreement, document or instrument in question, (ii) the occurrence or nonoccurrence of the fact, event, matter, thing or other circumstance in question, (iii) the breach of the representation, warranty or covenant in question, or (iv) the information in question, as the case may be and as applicable, may have an effect, individually or in the aggregate, on the operations or conduct of the Seller Business or upon the Seller Assets, Seller or Smart Online of $15,000 or more. The words “material,” “materially” and other derivations thereof as used in Section 10 of this Agreement mean and include, but without limitation, that (i) the agreement, document or instrument in question, (ii) the occurrence or nonoccurrence of the fact, event, matter, thing or other circumstance in question, (iii) the breach of the representation, warranty or covenant in question, or (iv) the information in question, as the case may be and as applicable, may have an effect, individually or in the aggregate, on the operations or conduct of the Buyer’s business or Buyer of $15,000 or more. The word “knowledge” and other derivations thereof as used in Section 9 of this Agreement means the actual knowledge of Seller’s and Smart Online’s executive officers and directors, including Xxxx Xxxxxx and Xxxxx Xxxxxxx.
Construction; Certain Definitions. The Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arms-length negotiations. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. The titles or captions of sections and paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part of this Agreement for purposes of interpreting or applying this Agreement and such titles or captions do not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms or conditions. The use of the words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” mean and refer to this entire Agreement and not to any particular section, paragraph or provision. The word “person” as used in this Agreement includes individuals and all types of entities, including public or governmental bodies, agencies or instrumentalities. The words “include” and “including” are used in this Agreement in a nonexclusive manner and fashion, that is to include, but without limitation, the facts, items or other matters in question. Any references to a “Section” in this Agreement are to the referenced Section of this Agreement unless expressly stated otherwise. Words and phrases in this Agreement shall be construed as in the singular or plural number and as masculine, feminine or neuter gender, according to the context.
Construction; Certain Definitions. 70 12.6 Incorporation of Exhibits and Schedules..........................70 12.7
Construction; Certain Definitions. (a) The parties hereto 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 shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Where the context requires, any reference to Parent may be deemed to include a reference to Parent, Dollar Tree Management, Inc. and/or Dollar Tree Distribution, Inc. (which are wholly owned subsidiaries of Parent), and any reference to Company may be deemed to include a reference to Company and all of its Subsidiaries, including Dollar Express Stores, Inc., Dollar Express Management, Inc., DE&S Finance Company, and Dollar Express Royalties, Inc. 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.
Construction; Certain Definitions. The parties agree that (i) “including” and other words or phrases of inclusion shall be regarded as nonexclusive and equivalent to the terms “including, but not limited to,” (ii) “person” means, as applicable, an individual person, corporation, limited liability company, joint venture, or unincorporated organization, as well as any governmental authority, and (iii) “affiliate” means, with respect to any person, any other person that controls, is controlled by, or is under common control with, such person. Whenever appropriate, singular forms used herein shall be deemed to include the plural and plural forms used herein shall be deemed to include the singular. The captions and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or meaning of this Agreement. Each party has had the chance to consult with counsel regarding this Agreement and accordingly agrees that in the event any provision hereof is deemed to be ambiguous, no presumption shall arise for or against either party because it or its representatives were the drafters thereof.
Construction; Certain Definitions. Any rule of construction to the effect that an agreement is to be construed against the party initially drafting such agreement is expressly waived and disclaimed by the parties hereto. The term “
