Common use of Construction, Knowledge and Materiality Clause in Contracts

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Xxx Xxxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxx and (ii) PC, it shall mean such items as are within the actual knowledge of Moadel and any employee of PC who becomes an employee of Newco after the Closing. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include PC or Moadel, and when "affiliate" is used with respect to PC or Moadel, it shall not include PMSI or Prime.

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Xxx XxxxxxxKen Shifrin, Xxxx XxxxxxBrad Hummel, Xxxxx Txxxx Xxxxxx and Xxxx Xxxxxxx and Xxxxxck xxx (iixx) PCXXX, it shall mean such xxxxx xxxx xuch items as are within the actual knowledge of Moadel Couch and any employee of PC VCC who becomes an employee of Newco after the Closing. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include PC KCL, VCC or MoadelCouch, and when "affiliate" is used with respect to PC KCL, VCC or MoadelCouch, it shall not include PMSI or Prime.

Construction, Knowledge and Materiality. This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. For purposes of this Agreement, whenever there are references to "material" or "materially," such terms shall be deemed to mean an economic impact exceeding $10,000 with respect to the fact or matter being referred to or described. As used herein, "day" or "days" refers to calendar days unless otherwise specified in each instance. When the term "knowledge" is used in this Agreement in reference to (i) Prime, it shall mean such items as are within the actual knowledge of Xxx XxxxxxxKen Shifrin, Xxxx XxxxxxBrad Hummel, Xxxxx Txxxx Xxxxxx and Xxxx Xxxxxxx and Xxxxxck xxx (iixx) PCXxxler, it shall mean xx xxxxx xxxn such items as are within the actual knowledge of Moadel and Caster or any employee of PC person employed by Seller prior to the Closing Date who becomes an employee of Newco after the ClosingClosing Date. For purposes of this Agreement, when the term "affiliate" is used with respect to PMSI or Prime, it shall not include PC Seller or MoadelCaster, and when "affiliate" is used with respect to PC Seller or MoadelCaster, it shall not include PMSI or Prime.