DEFINITIONS AND RULES OF CONSTRUCTION 1 Sample Clauses

DEFINITIONS AND RULES OF CONSTRUCTION 1. Section 1.1 Definitions 1 Section 1.2 Rules of Construction 11
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DEFINITIONS AND RULES OF CONSTRUCTION 1. Section 1.1 Definitions 1 Section 1.2 Rules of Construction 2 ARTICLE II CLOSING AND RELATED MATTERS 2 Section 2.1 Contribution of Contributed Interests 2 Section 2.2 Closing 3 Section 2.3 Deliveries at Closing 3 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING TRANSFEROR AND SOUTHAMPTON 4 Section 3.1 Organization 4 Section 3.2 Authority; Enforceability 5 Section 3.3 Title to Contributed Interests 5 Section 3.4 No Conflict; Consents and Approvals 5 Section 3.5 Legal Proceedings 5 Section 3.6 Ownership 6 Section 3.7 Management Reports; No Undisclosed Liabilities 6 Section 3.8 Real Property 6 Section 3.9 Governmental Authorizations; Compliance with Law 6 Section 3.10 Taxes 6 Section 3.11 Disclaimer 7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRANSFEREE 7 Section 4.1 Organization 7 Section 4.2 Authority; Enforceability 7 Section 4.3 No Conflicts; Consents and Approvals 8 Section 4.4 Legal Proceedings 8 Section 4.5 Investment Representation 8 Section 4.6 Independent Investigation; Waiver of Other Representations 8 ARTICLE V COVENANTS AND OTHER AGREEMENTS 10 Section 5.1 Conduct of Business 10 Section 5.2 Commercially Reasonable Efforts 11 Section 5.3 Tax Matters 11 Section 5.4 Updating 12 Section 5.5 Excluded Liabilities 13 Section 5.6 Net Working Capital 13 CONTRIBUTION AGREEMENT TABLE OF CONTENTS ARTICLE VI CONDITIONS TO CLOSING 13 Section 6.1 Transferee’s Closing Conditions 13 Section 6.2 Transferor’s Closing Conditions 14 ARTICLE VII INDEMNIFICATION 15 Section 7.1 Survival 15 Section 7.2 Indemnification 15 Section 7.3 Conduct of Indemnification Proceedings 16 Section 7.4 Limitations 17 Section 7.5 Exclusive Remedy 17 ARTICLE VIII TERMINATION RIGHTS 18 Section 8.1 Termination Rights 18 Section 8.2 Effect of Termination 18 ARTICLE IX GENERAL 18 Section 9.1 Entire Agreement; Successors and Assigns 18 Section 9.2 Amendments and Waivers 18 Section 9.3 Notices 19 Section 9.4 Governing Law 20 Section 9.5 Dispute Resolution; Waiver of Jury Trial 20 Section 9.6 Disclosure Schedules 21 Section 9.7 Severability 21 Section 9.8 Transaction Costs and Expenses 21 Section 9.9 Rights of Third Parties 21 Section 9.10 Counterparts 21 Section 9.11 Specific Performance 22 Section 9.12 Further Assurances 22 EXHIBITS Exhibit A Definitions Exhibit B Form of Interest Conveyance Exhibit C Approved Southampton Budget Exhibit D Form of Biomass Fuel Supply Confirmation Exhibit E Form of Terminal Services Agreement DISCLOSURE SCHEDULES Schedule 2.4 Transferor Approvals and Consen...
Sample 1
DEFINITIONS AND RULES OF CONSTRUCTION 1. Section 1.1. Definitions 1 Section 1.2. Rules of Construction 6 ARTICLE II REPRESENTATIONS 7 Section 2.1. Representations of the Issuer 7 Section 2.2. Representations of the Company 8 ARTICLE III RENTAL OF THE PROJECT 9 Section 3.1. Rental of the Project 9 Section 3.2. Warranties 10 Section 3.3. Quiet Enjoyment 11
Sample 1

Related to DEFINITIONS AND RULES OF CONSTRUCTION 1

  • Definitions and Rules of Construction 1.1 Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

  • Definitions Rules of Construction In addition to terms otherwise defined herein, the following terms are used herein as defined below:

  • Defined Terms Rules of Construction Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction set forth in Section 1.02 of the Credit Agreement shall apply herein.

  • Defined Terms and Rules of Construction Reference is made to the Glossary of Defined Terms and Rules of Construction (as the same may be supplemented, amended or modified, the “Glossary”) attached as Exhibit A to the Indenture. The Glossary is incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Glossary.

  • Other Definitional Provisions and Rules of Construction A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

  • Definitions Certain Rules of Construction As used herein, the following terms will have the following meanings:

  • Definitions Principles of Construction 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 26

  • Definitions and Principles of Construction Section 1.1 Defined Terms 1 Section 1.2 Principles of Constructions 1

  • References and Rules of Construction All references in this Agreement to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement”, “herein”, “hereby”, “hereunder” and “hereof”, and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation”. All references to “$” or “dollars” shall be deemed references to “United States dollars”. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law means such Law as it may be amended from time to time.

  • Rules of Construction Unless the context otherwise requires:

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