Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted. (b) Whenever the Seller makes any representation, warranty or other statement to the Seller's knowledge, the Designated Representatives of the Seller will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. The Designated Representatives of the Seller are Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxx, Xxxxx Xxxxx and Rel Xxxxxxxxx. (c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) "$" and "dollars" refer to lawful money of the United States of America; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emergent Group Inc/Ny), Asset Purchase Agreement (Emergent Group Inc/Ny)
Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted.
(b) Whenever the Seller makes any representation, warranty or other statement to the Seller's knowledge, the Designated Representatives of the Seller will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. The Designated Representatives of the Seller are Xxxxxx Exxxxx Xxxxxx, Xxxxx Gxxxx Xxxxxxxx, Xxxxx Sxxxx Xxx, Xxxxx Exxxx Xxxxx and Rel XxxxxxxxxRxxxxxxxx.
(c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) "$" and "dollars" refer to lawful money of the United States of America; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.
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Descriptive Headings; Certain Interpretations. (aA) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted.
(bB) Whenever a representation or warranty in this Agreement is qualified by the Seller makes any representation, warranty or other statement phrase "to the knowledge of HDI and the Seller's " or words of like import, such phrase or words of like import shall mean to the actual knowledge, the Designated Representatives after due inquiry, of the Seller will be deemed to have made due inquiry into the subject matter of such representationfollowing individuals: Xxxxxxx Blue, warranty or other statement. The Designated Representatives of the Seller are Xxxxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx XxxxxxxxXxxx Xxxxxx, Xxxxx Xxx, Xxxxx Xxxxx Xxx Xxxxxx and Rel Xxxx Xxxxxxxxx.
(cC) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendmentsamendments thereto; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person Person includes its permitted successors and assigns; (vi) "$" and "dollars" refer to lawful money of the United States of America; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the appropriate Article, Section, Annex, Exhibit or Schedule of this Agreement.
Appears in 1 contract
Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted.
(b) Whenever the Seller makes any representation, warranty or other statement to the Seller's knowledge, the Designated Representatives of the Seller will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. The Designated Representatives of the Seller are Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxx, Xxxxx Xxxxx and Rel Xxxxxxxxx.
(c) Except as otherwise expressly provided in this AgreementAgreement or as the context otherwise requires, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "“or" ” and "“any" ” are not exclusive and "the words “include" ” and "“including" are ,” and variations thereof, shall not limitingbe deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation”; (iii) a reference to any agreement or other contract Contract includes permitted supplements and amendments; (iv) a reference to a law Law includes any amendment or modification to such law and any rules or regulations issued thereunderLaw; (v) a reference to a person Person includes its permitted successors and permitted assigns; (vi) "$" and "dollars" refer a reference to lawful money of the United States of Americaone gender shall include any other gender; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the referenced Article, Section, Annex, Exhibit or Schedule of this Agreement.
(c) The parties hereto agree that they have been represented by counsel during the negotiation, drafting, preparation and execution of this Agreement and, therefore, waive the application of any Law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Appears in 1 contract
Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted.
(b) Whenever the either Seller Party makes any representation, warranty or other statement to the Sellersuch Seller Party's knowledge, the Designated Representatives of the Seller Parties will be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. The Designated Representatives of the Seller are Xxxxxx XxxxxxParties are: Micxxxx Xxxxxxx, Xxxxx XxxxxxxxXefxxxx Xxxxx, Xxxxx XxxXisx Xxxxx, Xxxxx Xxxxx and Rel XxxxxxxxxXom Xxxxx, Xrixx Xxxxxxx, Xhaxxxx Xxxxxxx xxd Chaxxxx Xxue.
(c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) "$" and "dollars" refer to lawful money of the United States of America; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.
Appears in 1 contract
Descriptive Headings; Certain Interpretations. (a) Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. [**] - Confidential or proprietary information redacted.
(b) Whenever the Seller any party makes any representation, warranty or other statement to the Sellersuch party's knowledge, the Designated Representatives of the Seller will such party shall be deemed to have made due inquiry into the subject matter of such representation, warranty or other statement. The Designated Representatives of the Seller are Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxx, Xxxxx Xxxxx and Rel Xxxxxxxxx.
(c) Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) "$" and "dollars" refer a reference to lawful money of the generally accepted accounting principles refers to United States of Americagenerally accepted accounting principles; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement; and (viii) "to the knowledge of the Company", or words of similar effect, means the actual knowledge, after due investigation, of any of Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxx, or Xxxxx Xxxxx.
Appears in 1 contract
Samples: Stock Purchase Agreement (Physician Support Systems Inc)