Common use of Counterparts; Interpretation Clause in Contracts

Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. All references to “material” or “materiality” herein shall refer to matters, understandings, agreements, actions, courses of dealing, courses of operations, or events, which individually or in the aggregate exceed $200,000. All references to “knowledge” means those facts or circumstances actually known after due inquiry. No ambiguity in any provision hereof shall be construed against parties by reason of the fact it was drafted by such party or its counsel. References to “including” means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Share Purchase and Exchange Agreement (Manchester Inc), Share Purchase and Exchange Agreement (Manchester Inc)

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Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. All references This Agreement supersedes all prior discussions and agreements between the Parties with respect to “material” the subject matter hereof, and this Agreement contains the sole and entire agreement among the Parties with respect to the matters covered hereby. This Agreement shall not be altered or “materiality” herein shall refer to matters, understandings, agreements, actions, courses amended except by an instrument in writing signed by or on behalf of dealing, courses all of operations, or events, which individually or in the aggregate exceed $200,000. All references to “knowledge” means those facts or circumstances actually known after due inquiryParties hereto. No ambiguity in any provision hereof shall be construed against parties a Party by reason of the fact it was drafted by such party Party or its counsel. References to "including" means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties Parties any rights or remedies under or by reason of this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (Medical Staffing Solutions Inc), Executive Employment Agreement (Medical Staffing Solutions Inc)

Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. All references This Agreement supersedes all prior discussions and agreements between the parties with respect to “material” the subject matter hereof, and this Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby. This Agreement shall not be altered or “materiality” herein shall refer to matters, understandings, agreements, actions, courses amended except by an instrument in writing signed by or on behalf of dealing, courses all of operations, or events, which individually or in the aggregate exceed $200,000. All references to “knowledge” means those facts or circumstances actually known after due inquiryparties hereto. No ambiguity in any provision hereof shall be construed against parties by reason of the fact it was drafted by such party or its counsel. References to “including” means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person Person other than the parties any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Homeland Security Capital CORP)

Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all both of which shall constitute one and the same instrument. All references This Agreement supersedes all prior discussions and agreements between the Parties with respect to “material” the subject matter hereof, and this Agreement contains the sole and entire agreement between the Parties with respect to the matters covered hereby. This Agreement shall not be altered or “materiality” herein shall refer to matters, understandings, agreements, actions, courses amended except by an instrument in writing signed by or on behalf of dealing, courses all of operations, or events, which individually or in the aggregate exceed $200,000. All references to “knowledge” means those facts or circumstances actually known after due inquiryParties hereto. No ambiguity in any provision hereof shall be construed against parties a Party by reason of the fact it was drafted by such party Party or its counsel. References to "including" means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties Parties any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Supply Agreement (Sagamore Holdings Inc)

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Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. All references This Agreement supersedes all prior discussions and agreements between the parties with respect to “material” the subject matter hereof, and this Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby. This Agreement shall not be altered or “materiality” herein shall refer to matters, understandings, agreements, actions, courses amended except by an instrument in writing signed by or on behalf of dealing, courses all of operations, or events, which individually or in the aggregate exceed $200,000. All references to “knowledge” means those facts or circumstances actually known after due inquiryparties hereto. No ambiguity in any provision hereof shall be construed against parties a party by reason of the fact it was drafted by such party or its counsel. References to “including” means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person Person other than the parties a party any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Racing Capital, Inc.)

Counterparts; Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. All references to “material” or “materiality” herein shall refer to matters, understandings, agreements, actions, courses of dealing, courses of operations, or events, which individually or in the aggregate exceed $200,000AUD$100,000. All references to “knowledge” means those facts or circumstances actually known after due inquiry. No ambiguity in any provision hereof shall be construed against parties by reason of the fact it was drafted by such party or its counsel. References to “including” means including without limiting the generality of any description preceding such term. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the parties any rights or remedies under or by reason of this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (4C Controls Inc)

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