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 $5,000 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, Xxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx and (ii) Target Center, it shall mean such items as are within the actual knowledge of any Seller or any managerial employee of Target Center who becomes an employee of Newco after the Closing.

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 $5,000 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, Xxx XxxxxxxCheryl Williams, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx and Xxsenxxxx xxx Xx. Xenkxxx xxx (iixx) Target Centerxxe Comxxxx, it shall xx xxall mean such items as are within the actual knowledge of the officers of the Company holding office immediately prior to the Closing, and any Seller or any managerial employee of Target Center the Company who becomes remains an employee of Newco the Company after the Closing.

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 $5,000 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, Xxx XxxxxxxCheryl Williams, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx and Xxsenxxxx xxx Xx. Xenkxxx xxx (iixx) Target Centerxxe Comxxxx, it shall xx xxall mean such items as are within the actual knowledge of any Seller person who is or was an officer or director of the Company during calendar year 1999, and any managerial employee of Target Center the Company who becomes remains an employee of Newco the Company after the Closing.

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 $5,000 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, Xxx XxxxxxxCheryl Williams, Xxxxxx Xxxxxxxx and Xxxx Xxxxxxx and Xxsenxxxx xnx Xx. Xenkxxx xxx (iixx) Target Centerxxe Comxxxx, it shall xx xxall mean such items as are within the actual knowledge of any Seller person who is or was an officer or director of the Company during calendar year 1999, and any managerial employee of Target Center the Company who becomes remains an employee of Newco the Company after the Closing.