Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. (b) Where a reference in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated. (c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. (d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified. (e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. (f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement. (g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto. (h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (BridgeBio Pharma, Inc.), Merger Agreement (BridgeBio Pharma, Inc.)
Interpretation and Construction. (ai) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(bii) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule and Exhibit references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(ciii) Unless the express context otherwise requires: (i) the word The phrases “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereundermade available” and words of similar import “make available” when used in this Agreement, shall refer to this Agreement as a whole and not in reference to any particular provision information made or to be made available to Parent or its Representatives shall be deemed to include any information uploaded and made available to Parent and its Representatives in the electronic data room hosted by the Company in connection with the Transactions or otherwise transmitted to, or in the possession of, Parent or its Representatives.
(iv) Except as otherwise expressly provided herein, for purposes of this Agreement; : (iiiA) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivB) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (vC) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viD) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiE) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixF) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; .
(xv) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(vi) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(vii) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dviii) Whenever The Company Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in Article V or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Material Adverse Effect or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eix) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Majesco), Merger Agreement (Verifone Systems, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitalschedules, Preamble or Exhibit of or annex and exhibit to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever Except as otherwise expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement refers Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days, such number shall refer to calendar days, days unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (California Resources Corp), Merger Agreement (Berry Corp (Bry))
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference in this Agreement is made to an Unless otherwise specified herein, all Preamble, Recital, Article, Section, Subsectionclauses, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is not exclusive “hereof,” “hereby,” “herein,” “hereunder” and has the meaning represented by the phrase “and/or”; (vii) references similar terms in this Agreement shall refer to this Agreement as a whole and not any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPIFRS; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (xiix) except references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise specifically provided herein or as the context otherwise requires, the term “dollars” and the symbol “$” mean Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than Canadian Dollars, to the extent applicable, the Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇.
(e) Except as otherwise specifically provided herein or the context otherwise requires, wherever this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) one or more such Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives, in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement, or (ii) such information or document is publicly available on SEDAR or ▇▇▇▇▇ and not subject to any redactions or omissions not later than 5:00 p.m. (New York time) on the Business Day prior to the date of this Agreement.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(g) Except as otherwise specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(h) Except as otherwise specifically provided herein, (i) all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein, and (ii) all references to this Agreement mean this Agreement (taking into account the provisions of Section 8.4) as amended, supplemented or otherwise modified from time to time in accordance with Section 8.7.
(i) The Company Disclosure Letter or the case Purchaser Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more representations or warranties set forth in Schedule A or Schedule B, as applicable, or covenants set forth in this Agreement. Inclusion of any such amendmentitems or information in a Company Disclosure Letter or a Purchaser Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithMaterial Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ej) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Agreement, all Preamble, Recital, Article, Section, Subsectionclause, Recitaland Annex references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsection, Recital, Preamble or Exhibit of or clauses and annexes to this Agreement, unless otherwise indicated.
(c) Unless otherwise specified in this Agreement or the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; (viii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; and (xiix) except the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, all references in this Agreement to any statute include and accordingly, general words introduced by the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in word “other” shall not be given a restrictive meaning by reason of the case of any such amendment, re-enactment, consolidation or replacement, reference herein to fact that they are preceded by words indicating a particular provision shall be read as referring to such amendedclass of acts, re-enacted, consolidated matters or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththings.
(d) Whenever Unless otherwise specified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly and all amounts in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) paid in U.S. Dollars. The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which term “or” is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreementexclusive.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Change Healthcare Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, Recitalschedule and exhibit references used in this Agreement are to the recitals, Preamble or Exhibitarticles, such reference shall be to an Articlesections, Sectionsubsections, Subsection, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein or in the Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in ARTICLE VI or ARTICLE VII, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Enbridge Inc), Merger Agreement (Enbridge Energy Partners Lp)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference in this Agreement is made to an Unless otherwise specified herein, all Preamble, Recital, Article, Section, Subsectionclauses, Recitaland Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or and schedules to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is not exclusive “hereof,” “hereby,” “herein,” “hereunder” and has the meaning represented by the phrase “and/or”; (vii) references similar terms in this Agreement shall refer to this Agreement as a whole and not any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPthe Applicable Accounting Standards; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (xiix) except references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise specifically provided herein or the context otherwise requires, the term “dollars” and the symbol “$” mean Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than Canadian Dollars, to the extent applicable, the Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇.
(e) Except as otherwise specifically provided herein or as context otherwise requires, for purposes of Section 4.2, any amount to be reflected or calculated in U.S. Dollars as contemplated by Section 4.2, shall be determined, as applicable, by converting Canadian Dollars to U.S. Dollars at the foreign exchange rate published by the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the applicable time or the applicable time of calculation (as reasonably determined by the Company), and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(g) Except as otherwise specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(h) Except as otherwise specifically provided herein, (i) all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and in the case of any such amendmentother documents attached thereto or incorporated therein, re-enactment, consolidation or replacement, reference herein and (ii) all references to a particular provision shall be read this Agreement mean this Agreement (taking into account Section 7.4) as referring to such amended, re-enacted, consolidated supplemented or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made modified from time to time in connection therewithaccordance with Section 7.7.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ei) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Investor Rights Agreement (Altria Group, Inc.), Investor Rights Agreement (Cronos Group Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, SectionSections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation;”;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;”;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xi) except as otherwise specifically provided herein, the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;
(xii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company and accessible by Parent and its Representatives, in each case in connection with the transactions contemplated by this Agreement not later than prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;
(xiii) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xiv) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision date of this Agreement.; and
(fxv) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to (A) any agreement (including this Agreement)Contract, Contractother agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated amended or replaced otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically thereto or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained incorporated therein by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.reference and
Appears in 2 contracts
Sources: Merger Agreement (Voya Financial, Inc.), Merger Agreement (Voya Financial, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, prior to the date hereof, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement prior to December 20, 2020, or (iii) in the case of Parent, filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (NantKwest, Inc.), Merger Agreement (Cambridge Equities, LP)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, Recitaland Schedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitaland schedules, Preamble or Exhibit of or annexes and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) the term “dollars” and the symbol “$” mean United States Dollars and words importing one gender shall include all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇genders; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days, shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in Article IV or Article V, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Company Material Adverse Effect or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (DraftKings Inc.), Merger Agreement (Golden Nugget Online Gaming, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural . The headings and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts contained in this Agreement are for reference purposes only and shall be paid not affect in United States Dollars, unless specifically otherwise provided, and any way the meaning or interpretation of this Agreement. The definitions contained in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded applicable to the nearest ▇▇▇▇▇; (v) whenever singular as well as the plural forms of such terms. All references in this Agreement to Sections shall refer to sections of this Agreement unless the context shall require otherwise. The words “include,” “includes” or and “including” are used in this Agreement, they shall not be limiting and shall be deemed to be followed by the words phrase “without limitation”; .” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (vi) unless Business Days are specified). When calculating the term “or” period of time before which, within which or following which any act is not exclusive and has to be done or step is to be taken pursuant to this Agreement, the meaning represented by date that is the phrase “and/or”; (vii) references reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any reference in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States$” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the means U.S. dollars. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein . The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not expressly defined herein shall have merely expressions of future intent or expectation, in each case, unless the meanings given to them under GAAP; and (xi) except context otherwise requires. Except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contractcontract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” , in each case as of the date hereof and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted only to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, extent made available as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to of the date hereof.
Appears in 2 contracts
Sources: Voting Agreement (SREP III Flight - Investco, L.P.), Voting Agreement (Condor Hospitality Trust, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, Recitalschedule and exhibit references used in this Agreement are to the recitals, Preamble or Exhibitarticles, such reference shall be to an Articlesections, Sectionsubsections, Subsection, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Company Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in ARTICLE V or ARTICLE VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Merger Agreement (Enbridge Energy Management L L C), Merger Agreement (Enbridge Inc)
Interpretation and Construction. Unless otherwise expressly provided, for the purposes of this Agreement, the following rules of interpretation shall apply:
(a) The table of contents article and section headings herein contained in this Agreement are for convenience of reference only, do not constitute part of this Agreement only and shall not be deemed to limit affect in any way the meaning or otherwise affect any of the provisions interpretation hereof.
(b) Where When a reference is made in this Agreement is made to an Articlearticle or a section, Sectionparagraph, Subsection, Recital, Preamble exhibit or Exhibitschedule, such reference shall be to an Articlearticle or a section, Sectionparagraph, Subsection, Recital, Preamble exhibit or Exhibit of or to this Agreement, schedule hereof unless otherwise indicatedclearly indicated to the contrary.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”;
(vid) the term The words “orhereof,” is not exclusive “herein” and has the meaning represented by the phrase “and/or”; (vii) references in herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any gender include the other gender; particular provision of this Agreement.
(viiie) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if.”;
(xf) all accounting terms used herein and The word “or” shall not expressly be exclusive.
(g) The meaning assigned to each term defined herein shall have be equally applicable to both the meanings given to them under GAAP; singular and (xi) except as otherwise specifically provided the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to its other grammatical forms shall have a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithcorresponding meaning.
(dh) Whenever this Agreement refers A reference to a “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.
(i) A reference to any period of days shall be deemed to be to the relevant number of days, such number shall refer to calendar days, unless Business Days are otherwise specified.
(ej) Unless otherwise defined, a reference to any accounting term shall have the meaning as defined under GAAP.
(k) The Parties parties have participated jointly in negotiating the negotiation and drafting of this AgreementAgreement (including the Schedules and Exhibits hereto). In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date provisions hereof.
Appears in 2 contracts
Sources: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference in this Agreement is made to an Unless otherwise specified herein, all Preamble, Recital, Article, Section, Subsectionclauses, Recitaland Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or and schedules to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is not exclusive “hereof,” “hereby,” “herein,” “hereunder” and has the meaning represented by the phrase “and/or”; (vii) references similar terms in this Agreement shall refer to this Agreement as a whole and not any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAPthe Applicable Accounting Standards; (viii) references to the “United States” or abbreviations thereof mean the United States of America, its states and its territories and possessions; and (xiix) except references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(d) Except as otherwise specifically provided herein or the context otherwise requires, the term “dollars” and the symbol “$” mean Canadian Dollars and all amounts in this Agreement shall be paid in Canadian Dollars, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than Canadian Dollars, to the extent applicable, the Canadian Dollar equivalent for such costs, fees or expenses shall be determined by converting such other currency to Canadian Dollars at the foreign exchange rates published by the Bank of Canada or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇.
(e) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and unless the context otherwise requires, all applicable guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Authority, and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(g) Except as otherwise specifically provided herein, (i) all references in this Agreement to any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and in the case of any such amendmentother documents attached thereto or incorporated therein, re-enactment, consolidation or replacement, reference herein and (ii) all references to a particular provision shall be read this Agreement mean this Agreement (taking into account Section 7.4) as referring to such amended, re-enacted, consolidated supplemented or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made modified from time to time in connection therewithaccordance with Section 7.7.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(eh) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that , and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless if the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, importing one gender shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural include all other genders and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (vii) whenever the words “include,” word “includes” or “including” are used in this Agreementis used, they it shall be deemed to be followed by the words “without limitation”; (viiii) the term words “orhereof,” is not exclusive “herein,” “hereunder” and has the meaning represented by the phrase “and/or”similar terms shall refer to this Agreement as a whole; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixiv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xiv) except the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(c) Unless otherwise specifically provided hereinspecified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇.
(d) For purposes of the representations and warranties made by the Company in this Agreement, the Parties agree that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section of Article III to the extent that the relevance of such item to such section is reasonably apparent on the face of the disclosure. For purposes of the representations and warranties made by Parent and Merger Sub in this Agreement, the Parties agree that disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosure with respect to any other section of Article IV to the extent that the relevance of such item to such section is reasonably apparent on the face of the disclosure.
(e) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and (ii) Law in each case this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced from as of the applicable date or during the applicable period of time to time and in the case (provided that for purposes of any such amendmentrepresentations and warranties contained in this Agreement that are made as of a specific date or dates, re-enactment, consolidation or replacement, reference herein references to a particular provision any statute shall be read as referring deemed to refer to such statute, as amended, re-enactedand to any rules or regulations promulgated thereunder, consolidated or replaced provision and also includein each case, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithas of such date).
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ef) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and, if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fg) Unless otherwise specified in this Agreement or the context otherwise requires, references to any information or document being “made available,” “furnished” or “provided” (and words of similar import) to the Parent, Merger Sub or any of their respective Representatives as of or prior to the date of this Agreement shall mean such information or document (i) having been posted to the data room hosted by Datasite and maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent or its outside legal counsel at the office of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, (iii) made physically available to the representatives of Parent’s outside legal counsel at the properties or offices of the Company or any of its Subsidiaries, in each case of clauses (i), (ii) or (iii), in connection with the Transactions and on or prior to the date of this Agreement, or (iv) filed with the SEC and publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System to the extent in unredacted form at least one Business Day prior to the date of this Agreement. For the avoidance of doubt, this clause shall not apply for purposes of Section 8.2.
(h) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to days shall refer to calendar days unless Business Days are specified.
(i) The Company Disclosure Letter or Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained or covenants set forth in Article V or Article VI or to one or more covenants contained in Article VIIthis Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter Schedule shall not be deemed to be an acknowledgement acknowledgment or agreement that any such item or information (or any undisclosed non-disclosed item or information of comparable or greater significance) did not arise in the ordinary course of business, or is “material” or constitutes that, individually or in the aggregate, it has had or would reasonably be expected to result in a Company Material Adverse Effect or Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, as applicable, or affect the interpretation of such term other than for purposes of this Agreement.
(g) Except as otherwise specifically provided hereinSection 3.25, all references in this Agreement to any agreement (including this AgreementSection 5.5(e), ContractSection 5.6, document or instrument mean such agreementSection 5.7(b), ContractSection 5.7(d), document or instrument as amendedSection 5.8, supplementedSection 5.9, qualifiedSection 5.10, modifiedSection 5.14 and Section 8.3, variedthe term “Transactions” shall not be deemed to include the Airbus Term Sheet, restated or replaced from time any definitive agreements with respect to time in accordance the transactions contemplated thereby entered into with the terms thereof andprior written consent of Parent pursuant to Section 5.5(f)(ii), unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement the Airbus Term Sheet or (iiiany divestitures contemplated by Sections 5.5(d) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.Section 5.5(f). [Signature Page Follows]
Appears in 2 contracts
Sources: Merger Agreement (Boeing Co), Merger Agreement (Boeing Co)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitalschedules, Preamble or Exhibit of or annexes and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” word “includes” or “including” are used in this Agreementis used, they it shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not to any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (xvii) all a reference to any Person includes such Person’s successors and permitted assigns.
(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and .
(xie) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(eg) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fh) The Company Disclosure Letter Neither the specification of any dollar amount in any representation or Parent Disclosure Letter may include items and information the disclosure of which is not required either warranty set forth in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion nor the inclusion of any items specific item in any schedule is intended to imply that such amount, or information in higher or lower amounts, or the Company Disclosure Letter item so included or Parent Disclosure Letter other items, are or are not material, and no Party shall not be deemed to be an acknowledgement use the fact of the setting forth of any such amount or agreement that the inclusion of any such item in any dispute or information (or controversy between the Parties as to whether any undisclosed obligation, item or information matter not described herein or included in any schedule is or is not material for purposes of comparable this Agreement. Neither the specification of any item or greater significance) matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is “material” intended to imply that such item or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicablematter, or affect other items or matters, are or are not in the interpretation ordinary course of such term business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any schedule is or is not in the ordinary course of business for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Warner Bros. Discovery, Inc.), Merger Agreement (Netflix Inc)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitalschedules, Preamble or Exhibit of or annexes and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (xvii) all a reference to any Person includes such Person’s successors and permitted assigns.
(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and .
(xie) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(f) Unless the context requires otherwise, references in this Agreement to “Spinco” shall also be deemed to refer to the applicable member of the Spinco Group, references to “Remainco” shall also be deemed to refer to the applicable member of the Remainco Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Spinco or Remainco shall be deemed to require Spinco (and, from and after the Closing, RMT Partner) or Remainco, as the case may be, to cause the applicable members of the Spinco Group or the Remainco Group, respectively, to take, or refrain from taking, any such action.
(g) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dh) Whenever The Exhibits and Schedules shall be construed with and as an integral part of this Agreement refers to a number the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of daysany Liability or obligation of any member of the Remainco Group or the Spinco Group or any of their respective Affiliates to any Third Party, nor, with respect to any Third Party, an admission against the interests of any member of the Remainco Group or the Spinco Group or any of their respective Affiliates. The inclusion of any item or Liability or category of item or Liability on any Exhibit or Schedule is made solely for purposes of allocating potential Liabilities among the Parties and shall not be deemed as or construed to be an admission that any such number shall refer to calendar days, unless Business Days are specifiedLiability exists.
(ei) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fj) The Company Disclosure Letter In the event of any inconsistency or Parent Disclosure Letter conflict that may include items arise in the application or interpretation of the definitions of “Spinco Transferred Assets” and information “Remainco Transferred Assets” or the disclosure definitions of which is not required “Spinco Assumed Liabilities” and “Remainco Assumed Liabilities” the explicit inclusion of an item on any Schedule referred to in either in response to an express disclosure requirement contained in a definition shall take priority over any textual provision of this Agreement either definition that would otherwise operate to include or as an exception to one exclude such Asset or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse EffectLiability, as applicable, or affect from the interpretation of such term for purposes of this Agreementapplicable definition.
(gk) Except as otherwise specifically provided herein, all references in In the event of any inconsistency between this Agreement and any Exhibit or Schedule hereto, the Exhibit or Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any agreement provisions relating to the Transfer of Assets to, or the Assumption of Liabilities by, a Party or a member of its Group, the Separation, the Spinco Distribution, the covenants and obligations set forth in Article IV, Article V, Article VI, Article VII, and Article VIII or the application of this Article IX to the terms of this Agreement (including or, in each case, any indemnification rights pursuant to this Agreement in respect thereof and/or any other remedies pursuant to this Agreement in respect of any breach of any covenant or obligation under this Agreement), Contractin which case this Agreement shall control), document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits (b) this Agreement and any Conveyancing and Assumption Instrument, this Agreement shall control and (c) this Agreement and any agreement which is not an Ancillary Agreement (other documents attached thereto.
than a Conveyancing and Assumption Instrument), this Agreement shall control unless both (hx) The phrases “delivered,” “made available” it is specifically stated in such agreement that such agreement controls and words (y) such agreement has been executed by a member of similar import, when used the Remainco Group and the Spinco Group. Except as expressly set forth in this Agreement or any Ancillary Agreement, shall mean that the information referred to has been (i) physically or electronically delivered all matters relating to Parent, Merger Sub, Merger Sub II, Taxes and Tax Returns of the Company or any of Parties and their respective Representatives, as applicable, Subsidiaries shall be governed exclusively by the Tax Matters Agreement and (ii) posted to for the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicableavoidance of doubt, in connection with the transactions contemplated by event of any conflict between this Agreement or (iii) filed with or furnished to the SEC and publicly available any Ancillary Agreement, on the SEC’s ▇▇▇▇▇ reporting system prior one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the date hereofterms and conditions of the Tax Matters Agreement shall govern.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Discovery, Inc.), Separation and Distribution Agreement (At&t Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars;
(xi) except as otherwise specifically provided hereinreferences to information or documents having been “made available” (or words of similar import) by or on behalf of the Company to Parent shall be deemed satisfied if (A) the information or document is made available in a virtual data room established by or on behalf of the Company at least one Business Day prior to the date of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC and not subject to any redactions or omissions at least one Business Day prior to the date of this Agreement; and
(xii) all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ec) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitalschedules, Preamble or Exhibit of or annexes and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” word “includes” or “including” are used in this Agreementis used, they it shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not to any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (xvii) all a reference to any Person includes such Person’s successors and permitted assigns.
(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and .
(xie) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(eg) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fh) The Company Disclosure Letter Neither the specification of any dollar amount in any representation or Parent Disclosure Letter may include items and information the disclosure of which is not required either warranty set forth in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion nor the inclusion of any items specific item in any schedule is intended to imply that such amount, or information in higher or lower amounts, or the Company Disclosure Letter item so included or Parent Disclosure Letter other items, are or are not material, and no Party shall not be deemed to be an acknowledgement use the fact of the setting forth of any such amount or agreement that the inclusion of any such item in any dispute or information (or controversy between the Parties as to whether any undisclosed obligation, item or information matter not described herein or included in any schedule is or is not material for purposes of comparable this Agreement. Neither the specification of any item or greater significance) matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is “material” intended to imply that such item or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicablematter, or affect other items or matters, are or are not in the interpretation ordinary course of such term business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any schedule is or is not in the ordinary course of business for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Transition Services Agreement (Warner Bros. Discovery, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Agreement, all Preamble, Recital, Article, Section, Subsectionclause, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the preamble, such reference shall be to an Articlerecitals, Sectionarticles, Subsectionsections, Recitalclauses, Preamble or Exhibit of or schedules, annexes and exhibits to this Agreement, unless otherwise indicated.
(c) Unless otherwise specified in this Agreement or the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) the term “dollars” words importing one gender shall include all other genders and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) the term “or” is not exclusive; (viii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; and (xiix) except as references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions.
(d) Unless otherwise specifically provided hereinspecified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in The Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇.
(e) Unless otherwise specified in this Agreement or the context otherwise requires, if this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives (including by electronic mail), in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement, or (ii) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC prior to the date of this Agreement.
(f) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to days shall refer to calendar days unless Business Days are specified.
(g) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and (ii) Law in each case this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(h) Unless otherwise specified in this Agreement, all references in this Agreement to (i) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference, and (ii) this Agreement means this Agreement (taking into account the provisions of Section 10.10) as amended, supplemented or otherwise modified from time to time in accordance with Section 10.5.
(i) The Company Disclosure Schedule or the case Parent Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more representations or warranties or covenants set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithMaterial Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ej) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and, if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule and Exhibit references used in this Agreement are to the recitals, Preamble or Exhibitarticles, such reference shall be to an Articlesections, Sectionsubsections, Subsection, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein, all the term “dollars” and the symbol “$” mean United States Dollars.
(e) When calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days, shall refer to calendar days unless Business Days are specified.
(f) All references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Company Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in Article III, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Material Adverse Effect or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (TS Innovation Acquisitions Corp.)
Interpretation and Construction. Unless otherwise expressly provided, for purposes of this Agreement the following rules of interpretation and construction shall apply:
(a) The table of contents and headings herein contained in this Agreement are for convenience of reference only, do not constitute part of this Agreement only and shall not be deemed to limit affect in any way the meaning or otherwise affect any interpretation of the provisions hereofthis Agreement.
(b) Where When a reference is made in this Agreement is made to the preamble, the recitals or to an Articlearticle, Sectionsection, Subsectionparagraph, Recital, Preamble exhibit or Exhibitschedule, such reference shall be to an Articlethe preamble, Section, Subsection, Recital, Preamble or Exhibit of the recitals or to an article, section, paragraph, exhibit or schedule of this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever Whenever the words “include,” “includes” or “including” are used in this Agreement, Agreement they shall be deemed to be followed by the words “without limitation.”; (vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever The words “hereof,” “herein” and “herewith” and words of similar import shall be construed to refer to this Agreement refers as a whole and not to a number any particular provision of days, such number shall refer to calendar days, unless Business Days are specifiedthis Agreement.
(e) The Parties word “or” shall not be exclusive.
(f) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other tenses and grammatical forms shall have a corresponding meaning.
(g) A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.
(h) A reference to “$,” “U.S. dollars” or “dollars” shall mean the legal tender of the United States of America.
(i) A reference to any legislation or to any provision of any legislation shall include any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, or modification of, such rules, regulations or statutory instruments).
(j) A reference to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified.
(k) The parties have participated jointly in negotiating the negotiation and drafting of this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Partiesparties, and no presumption or burden of proof shall arise favoring or disfavoring any Party party by virtue of the authorship of any provision provisions of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision . Further, prior drafts of this Agreement or as an exception to one any Ancillary Agreements or more representations the fact that any clauses have been added, deleted or warranties contained in Article V otherwise modified from any prior drafts of this Agreement or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter Ancillary Agreements shall not be used as an aid of construction or otherwise constitute evidence of the intent of the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.
(l) All exhibits and schedules (including the Disclosure Schedules) are incorporated in and made a part of this Agreement as if set forth in full herein. For purposes of the representations and warranties or covenants of Seller, FSAM and FSH, any fact, circumstance, matter or item disclosed in any section of the Disclosure Schedules shall be deemed to have been adequately disclosed in any other section of the Disclosure Schedules if it is specifically cross referenced or reasonably apparent from such disclosure or the documentation referenced therein that such disclosure is relevant to the representation, warranty or covenants of Seller, FSAM and FSH to which such other section of the Disclosure Schedules relates. Disclosure of any item in any section of the Disclosure Schedules shall not constitute or be deemed an acknowledgement admission or agreement indication that any such item or information (matter is material or any undisclosed item or information of comparable or greater significance) is “material” or constitutes would have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term and shall not imply a measure for materiality for purposes of this Agreement.
(g) Except . No disclosure in a section of the Disclosure Schedules relating to a possible breach or violation of any Contract or Law shall be construed as otherwise specifically provided herein, all references in this Agreement an admission or indication to any agreement (including this Agreement)Person that a breach or violation exists or has actually occurred. Any capitalized terms used in any section of the Schedules, Contract, document Disclosure Schedules or instrument mean in any Exhibit and not otherwise defined therein shall have the meaning ascribed to such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used term in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fifth Street Asset Management Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.Agreement and references to Schedules include the Company Disclosure Schedule;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term word “or” is shall be disjunctive and not exclusive and has the meaning represented by the phrase “and/or”; be exclusive;
(vii) references in this Agreement the word “will” will be construed to any gender include have the other gender; same meaning and effect as the word “shall.” The words “shall,” “will” or “agree(s)” are mandatory, and “may” is permissive;
(viii) references in the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America and its territories and possessions; this Agreement;
(ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(x) all accounting terms used herein references to the “United States” or abbreviations thereof mean the United States of America and not expressly defined herein shall have the meanings given to them under GAAP; its states, territories and possessions;
(xi) except the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;
(xiii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data room established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives, in a manner that enables viewing of such information or documents by Public Parent, Parent and their respective Representatives, by the day prior to the date of Agreement, in each case in connection with the Transactions, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC on the day prior to the date of this Agreement and not subject to any redactions;
(xiv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xv) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(xvi) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and hereof and, unless otherwise specified therein, include all schedules, annexes, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement means this Agreement (taking into account the provisions of Section 11.11(a)) as amended or otherwise modified from time to time in accordance with Section 11.5.
(c) The Company Disclosure Schedule may include items and information the case disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithCompany Material Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Agreement, all Preamble, Recital, Article, Section, Subsectionclause, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the preamble, such reference shall be to an Articlerecitals, Sectionarticles, Subsectionsections, Recitalclauses, Preamble or Exhibit of or schedules, annexes and exhibits to this Agreement, unless otherwise indicated.
(c) Unless otherwise specified in this Agreement or the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) the term “dollars” words importing one gender shall include all other genders and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) the term “or” is not exclusive; (viii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; and (xiix) except as references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions.
(d) Unless otherwise specifically provided hereinspecified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in The Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest p▇▇▇▇.
(e) Unless otherwise specified in this Agreement or the context otherwise requires, if this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives (including by electronic mail), in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement, or (ii) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC prior to the date of this Agreement.
(f) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to days shall refer to calendar days unless Business Days are specified.
(g) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and (ii) Law in each case this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time.
(h) Unless otherwise specified in this Agreement, all references in this Agreement to (i) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference, and (ii) this Agreement means this Agreement (taking into account the provisions of Section 10.10) as amended, supplemented or otherwise modified from time to time in accordance with Section 10.5.
(i) The Company Disclosure Schedule or the case Parent Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more representations or warranties or covenants set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithMaterial Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ej) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and, if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference As used in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” ”, “herein,” ”, “hereto”, “hereunder” and “herewith” and words of similar import when used in this Agreementshall, shall unless otherwise stated, refer to this Agreement as a whole and not to any particular provision of this Agreement; , (ii) the word “including”, and words of similar import, shall mean “including, but not limited to” and “including, without limitation”, (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$U.S.$” shall mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the lawful currency of the United States Dollar equivalent for such costsof America, fees and expenses (iv) the word “will” shall be determined by converting such other currency construed to United States Dollars at have the foreign exchange rates published in The Wall Street Journalsame meaning and effect as the word “shall”, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”; exclusive, (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; , (vii) any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders, (viii) the words “asset” and “property” shall be construed to have the same meaning and effect, (ix) references to a Person are also to its permitted successors and assigns, (x) all accounting terms used herein masculine gender shall also include the feminine and not expressly defined herein shall have the meanings given to them under GAAP; neutral genders, and vice versa, (xi) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form and (xii) the word “day” means calendar day unless Business Day is expressly specified and all references herein to any period of days shall mean the relevant number of calendar days unless otherwise specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.
(b) References to “Articles”, “Sections”, “Annexes” or “Exhibits” shall mean the Articles or Sections of, or the Annexes or Exhibits to, this Agreement, as the case may be, except as may be otherwise specifically provided herein, all references specified. When a reference is made in this Agreement to any statute include the rules and regulations promulgated thereundera “Schedule”, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated the Schedules to the Seller Disclosure Schedules delivered by Seller to Buyer on the date hereof (the “Seller Disclosure Schedules”) or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made Schedules to the Buyer Disclosure Schedules delivered by Buyer to Seller on the date hereof (the “Buyer Disclosure Schedules”). All terms defined in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by have their defined meanings when used in any Annex, Exhibit or Schedule to this Agreement or any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein. Each of the PartiesParties acknowledges and agrees that the specification of any dollar amount in the representations, warranties or covenants contained in this Agreement is not intended to imply that such amounts or higher or lower amounts are or are not material, and no presumption or burden of proof Party shall arise favoring or disfavoring any Party by virtue use the fact of the authorship setting of such amounts in any provision of this Agreement.
(f) The Company Disclosure Letter dispute or Parent Disclosure Letter may include items and information controversy between the disclosure of which Parties as to whether any obligation, item or matter is or is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Huntsman International LLC)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule and Exhibit references used in this Agreement are to the recitals, Preamble or Exhibitarticles, such reference shall be to an Articlesections, Sectionsubsections, Subsectionschedules, Recital, Preamble or Exhibit of or exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; .
(xd) All references to “dollars” or “$” in this Agreement refer to United States dollars, which is the currency used for all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) purposes in this Agreement except as expressly provided otherwise specifically herein. All references to “NIS” in this Agreement refer to New Israeli Shekels.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days, shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Company Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in Article IV or Article V, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fi) The Company Disclosure Letter representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and warranties are subject to waiver by the Parties in accordance with Section 9.2 without notice or Parent Disclosure Letter liability to any other Person. In some instances, the representations and warranties in this Agreement may include items represent an allocation among the Parties of risks associated with particular matters regardless of the knowledge of any of the Parties. Consequently, Persons other than the Parties may not rely on the representations and information warranties in this Agreement as characterizations of actual facts or circumstances as of the disclosure of which is not required either in response to an express disclosure requirement contained in a provision date of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreementother date.
(gj) Except as otherwise specifically provided herein, all references Any statement in this Agreement to the effect that any agreement (including this Agreement), Contractinformation, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” material has been “made available” and words of similar import, when used in this Agreement, or “provided” shall mean that the information referred to has been such information, document or material was: (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to in unredacted form at least two (2) Business Days before the execution of this Agreement; or (ii) available for review by Parent by 11:59 p.m. (Eastern Standard Time) on the day before the date hereofof this Agreement in the “Project Falcon” virtual data room maintained by the Company with Intralinks in connection with the Transactions.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit, Annex and Schedule references used in this Agreement are to the word “day” means calendar daypreamble, recitals, articles, sections, clauses, exhibits, annexes and schedules to this Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreementverb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; and (ix) the word “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, it shall be deemed to be followed by the words “including, if applicable, pursuant to the division of a limited liability company, limited partnership or other entity”; (xi) except references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; (xii) the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xiii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest p▇▇▇▇; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC at least one Business Day prior to the date of this Agreement and, in the case of clauses (A) and (B), such information or document was not subject to any redactions or omissions; (xv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xvi) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; and (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5.
(c) The Company Disclosure Schedule and the case Parent Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required to be disclosed under this Agreement, re-enactmentconstitutes a violation of Law or a breach of Contract, consolidation is “material” or replacementthat, reference herein individually or in the aggregate, it has had or would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless Material Adverse Effect. Unless the context otherwise requiresrequires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, all applicable guidelines, bulletins any capitalized term used in the Company Disclosure Schedule or policies made the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in connection therewiththis Agreement.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.Agreement and references to Schedules include the Company Disclosure Letter;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term word “or” is shall be disjunctive and not exclusive and has the meaning represented by the phrase “and/or”; be exclusive;
(vii) references in this Agreement the word “will” will be construed to any gender include have the other gender; same meaning and effect as the word “shall.” The words “shall,” “will” or “agree(s)” are mandatory, and “may” is permissive;
(viii) references in the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America and its territories and possessions; this Agreement;
(ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(x) all accounting terms used herein references to the “United States” or abbreviations thereof mean the United States of America and not expressly defined herein shall have the meanings given to them under GAAP; its states, territories and possessions;
(xi) except the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;
(xiii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data room established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives, in a manner that enables viewing of such information or documents by Parent and its Representatives, by the day prior to the date of Agreement, in each case in connection with the Transactions, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC on the day prior to the date of this Agreement and not subject to any redactions;
(xiv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xv) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(xvi) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and hereof and, unless otherwise specified therein, include all schedules, annexes, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement means this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5.
(c) The Company Disclosure Letter may include items and information the case disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithCompany Material Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionclauses, Recital, Preamble or Exhibit of or exhibits and schedules to this Agreement, unless otherwise indicated.;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars;
(xi) except as otherwise specifically provided hereinreferences to information or documents having been “made available” (or words of similar import) by or on behalf of the Company to Parent shall be deemed satisfied if (A) the information or document is made available in a virtual data room established by or on behalf of the Company at least one Business Day prior to the date of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC and not subject to any redactions or omissions at least one Business Day prior to the date of this Agreement; and
(xii) all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ec) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an The Preamble, and all Recital, Article, Section, Subsection, RecitalSchedule, Preamble or ExhibitAnnex and Exhibit references used in this Agreement are to the recitals, such reference shall be to an Articlearticles, Sectionsections, Subsectionsubsections, Recitalschedules, Preamble or Exhibit of or annexes and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any gender include the other genderparticular provision of this Agreement; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (xvii) all a reference to any Person includes such Person’s successors and permitted assigns.
(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and .
(xie) except Except as otherwise specifically expressly provided herein, the term “dollars” and the symbol “$” mean United States Dollars.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(eg) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Intellectual Property Matters Agreement (Warner Bros. Discovery, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsection, Recital, Preamble or Exhibit of or clauses exhibits and schedules to this Agreement, unless otherwise indicated.;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. Dollars;
(xi) except as otherwise specifically provided hereinreferences to information or documents having been “made available” (or words of similar import) by or on behalf of the Company to Parent shall be deemed satisfied if (A) the information or document is made available in a virtual data rooms established by or on behalf of the Company prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC and not subject to any redactions or omissions at least one Business Day prior to the date of this Agreement; and
(xii) all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ec) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit affect or otherwise affect form part of any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless if the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, importing one gender shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural include all other genders and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (vii) whenever the words “include,” word “includes” or “including” are used in this Agreementis used, they it shall be deemed to be followed by the words “without limitation”; (viiii) the term words “orhereof,” is not exclusive “herein,” “hereunder” and has the meaning represented by the phrase “and/or”similar terms shall refer to this Agreement as a whole; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixiv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xiv) except the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(c) Unless otherwise specifically provided hereinspecified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement and all amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent in good faith in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest p▇▇▇▇.
(d) For purposes of the representations and warranties made by the Company in this Agreement, the Parties agree that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section of Article III to the extent that the relevance of such item to such section is reasonably apparent on the face of the disclosure. For purposes of the representations and warranties made by Parent and Merger Sub in this Agreement, the Parties agree that disclosure of any item in any section of the Parent Disclosure Schedule shall be deemed disclosure with respect to any other section of Article IV to the extent that the relevance of such item to such section is reasonably apparent on the face of the disclosure.
(e) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (i) statute in this Agreement to any statute include the rules and regulations promulgated thereunder, and (ii) Law in each case this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced from as of the applicable date or during the applicable period of time to time and in the case (provided that for purposes of any such amendmentrepresentations and warranties contained in this Agreement that are made as of a specific date or dates, re-enactment, consolidation or replacement, reference herein references to a particular provision any statute shall be read as referring deemed to refer to such statute, as amended, re-enactedand to any rules or regulations promulgated thereunder, consolidated or replaced provision and also includein each case, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithas of such date).
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(ef) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and, if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(fg) Unless otherwise specified in this Agreement or the context otherwise requires, references to any information or document being “made available,” “furnished” or “provided” (and words of similar import) to the Parent, Merger Sub or any of their respective Representatives as of or prior to the date of this Agreement shall mean such information or document (i) having been posted to the data room hosted by Datasite and maintained by or on behalf of the Company or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent or its outside legal counsel at the office of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, (iii) made physically available to the representatives of Parent’s outside legal counsel at the properties or offices of the Company or any of its Subsidiaries, in each case of clauses (i), (ii) or (iii), in connection with the Transactions and on or prior to the date of this Agreement, or (iv) filed with the SEC and publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System to the extent in unredacted form at least one Business Day prior to the date of this Agreement. For the avoidance of doubt, this clause shall not apply for purposes of Section 8.2.
(h) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to days shall refer to calendar days unless Business Days are specified.
(i) The Company Disclosure Letter or Schedule and the Parent Disclosure Letter Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained or covenants set forth in Article V or Article VI or to one or more covenants contained in Article VIIthis Agreement. Inclusion of any such items or information in the Company Disclosure Letter Schedule or the Parent Disclosure Letter Schedule shall not be deemed to be an acknowledgement acknowledgment or agreement that any such item or information (or any undisclosed non-disclosed item or information of comparable or greater significance) did not arise in the ordinary course of business, or is “material” or constitutes that, individually or in the aggregate, it has had or would reasonably be expected to result in a Company Material Adverse Effect or Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, as applicable, or affect the interpretation of such term other than for purposes of this Agreement.
(g) Except as otherwise specifically provided hereinSection 3.25, all references in this Agreement to any agreement (including this AgreementSection 5.5(e), ContractSection 5.6, document or instrument mean such agreementSection 5.7(b), ContractSection 5.7(d), document or instrument as amendedSection 5.8, supplementedSection 5.9, qualifiedSection 5.10, modifiedSection 5.14 and Section 8.3, variedthe term “Transactions” shall not be deemed to include the Airbus Term Sheet, restated or replaced from time any definitive agreements with respect to time in accordance the transactions contemplated thereby entered into with the terms thereof andprior written consent of Parent pursuant to Section 5.5(f)(ii), unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement the Airbus Term Sheet or (iiiany divestitures contemplated by Sections 5.5(d) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.Section 5.5(f). [Signature Page Follows]
Appears in 1 contract
Sources: Merger Agreement (Spirit AeroSystems Holdings, Inc.)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The the Wall Street Journal, Eastern Edition Journal and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vii) references in this Agreement to any gender include the other gender; (viiivii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixviii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xix) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xix) except as otherwise specifically provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththerewith and (xi) the term “or” is not exclusive.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the a Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes that, individually or in the aggregate, has had or would reasonably be expected to result in a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” , in each case as of the date hereof and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted only to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, extent made available as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to of the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference The Preamble, and all Recital, Article, Section and Subsection references used in this Agreement is made are to an Articlethe recitals, Sectionarticles, Subsectionsections, Recitalsubsections, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requiresexpressly provided herein, for purposes of this Agreement: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (ivii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viii) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “including without limitation”; (viiv) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (viiv) references the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein or in the Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in ARTICLE VI or ARTICLE VII, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
(b) Where a reference The Preamble, and all Recital, Article, Section and Subsection references used in this Agreement is made are to an Articlethe recitals, Sectionarticles, Subsectionsections, Recitalsubsections, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context Except as otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “expressly provided herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision for purposes of this Agreement; : (iii1) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iv) the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to words importing the nearest ▇▇▇▇▇masculine gender shall include the feminine and neutral genders and vice versa; (v3) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (vi4) the term word “or” is not exclusive and has the meaning represented by the phrase “and/or”exclusive; (vii5) references the words “hereto”, “hereof”, “hereby”, “herein”, “hereunder” and similar terms in this Agreement shall refer to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States as a whole and not any particular provision of America this Agreement; and its territories and possessions; (ix6) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if”; .
(xd) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically expressly provided herein or in the Partnership Disclosure Letter or the Parent Disclosure Letter, as applicable, the term “dollars” and the symbol “$” mean United States Dollars, and currency amounts referenced in this Agreement, the Partnership Disclosure Letter and the Parent Disclosure Letter are in United States Dollars.
(e) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(f) Except as otherwise expressly provided herein, all references in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(dg) Whenever The Partnership Disclosure Letter and Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement refers or as an exception to one or more representations or warranties contained in Article V or Article VI, as applicable, or to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, as applicable, shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, individually or in the aggregate, has had or would reasonably be expected to have either a number Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of days, such number shall refer to calendar days, unless Business Days are specifiedterm for purposes of this Agreement.
(eh) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Tc Pipelines Lp)
Interpretation and Construction. (a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference in this Agreement is made to an All Preamble, Recital, Article, Section, Subsection, RecitalCompany Disclosure Letter, Preamble or ExhibitParent Disclosure Letter and Exhibit references used in this Agreement are to the preamble, such reference shall be to an Articlerecitals, Sectionarticles, Subsectionsections, Recitalsubsections, Preamble or Exhibit of or schedules and exhibits to this Agreement, Agreement unless otherwise indicatedspecified herein.
(c) Unless the express context expressly otherwise requires: , for purposes of this Agreement:
(i) the word “day” means calendar day; if a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; ;
(iii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(iv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;
(v) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”;
(vii) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and
(viii) references in this Agreement to the “United States” or abbreviations thereof mean the United States of America and its territories and possessions.
(d) Except as otherwise specifically provided herein or the context expressly otherwise requires, the term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The the Wall Street JournalJournal or, Eastern Edition and if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; .
(ve) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”; (vi) the term “or” is not exclusive and has the meaning represented by the phrase “and/or”; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (x) all accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP; and (xi) except Except as otherwise specifically provided herein, to the extent this Agreement refers to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties, such obligation shall be deemed satisfied if (i) such one or more Parties or Representatives thereof made such information or document available (or delivered or provided such information or document) at or prior to 3:00 p.m. (New York time) in any virtual datarooms established by or on behalf of the Company in connection with the transactions contemplated by this Agreement or otherwise to such other Party or Parties or its or their Representatives or (ii) such information or document is publicly available at least one (1) Business Day prior to the date of this Agreement in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC and not subject to any redactions or omissions.
(f) Except as otherwise specifically provided herein, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. References to a number of days shall refer to calendar days unless Business Days are specified.
(g) Except as otherwise specifically provided herein, (i) all references to any statute in this Agreement to any statute include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththerewith and (ii) all references to any Law in this Agreement shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement.
(dh) Whenever Except as otherwise specifically provided herein, (i) all references in this Agreement refers to a number of daysany Contract, other agreement, document or instrument (excluding this Agreement) mean such number shall refer Contract, other agreement, document or instrument as amended, supplemented or otherwise modified from time to calendar daystime in accordance with the terms thereof and, unless Business Days are specifiedotherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached or incorporated thereto and (ii) all references to this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended, supplemented or otherwise modified from time to time in accordance with Section 10.5.
(ei) Inclusion of any matter or information in a Company Disclosure Letter or a Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required to be disclosed under this Agreement, is “material” or that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect.
(j) The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Syntel Inc)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit, Annex and Schedule references used in this Agreement are to the word “day” means calendar daypreamble, recitals, articles, sections, clauses, exhibits, annexes and schedules to this Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreementverb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; and (ix) the word “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, it shall be deemed to be followed by the words “including, if applicable, pursuant to the division of a limited liability company, limited partnership or other entity”; (xi) except references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; (xii) the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xiii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest p▇▇▇▇; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC at least one Business Day prior to the date of this Agreement and, in the case of clauses (A) and (B), such information or document was not subject to any redactions or omissions; (xv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xvi) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5; and (xviii) (A) all references in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to the Original Signing Date, (B) the date on which the representations and warranties set forth in Article V and Article VI are made shall not change as a result of the execution of this Agreement and shall be made as of the dates that they were made in the case Original Merger Agreement and (C) each reference to “this Agreement” in the representations and warranties set forth in Article V and Article VI shall mean the Original Merger Agreement.
(c) The Company Disclosure Schedule and the Parent Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required to be disclosed under this Agreement, re-enactmentconstitutes a violation of Law or a breach of Contract, consolidation is “material” or replacementthat, reference herein individually or in the aggregate, it has had or would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless Material Adverse Effect. Unless the context otherwise requiresrequires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, all applicable guidelines, bulletins any capitalized term used in the Company Disclosure Schedule or policies made the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in connection therewiththis Agreement.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Collectors Universe Inc)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Article, Section, Subsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit of or to this Agreement, unless otherwise indicated.
(c) Unless the express context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit, Annex and Schedule references used in this Agreement are to the word “day” means calendar daypreamble, recitals, articles, sections, clauses, exhibits, annexes and schedules to this Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreementverb); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; and (ix) the word “or” is disjunctive but not exclusive; (x) whenever the word “transfer” is used, it shall be deemed to be followed by the words “including, if applicable, pursuant to the division of a limited liability company, limited partnership or other entity”; (xi) except references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; (xii) the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things; (xiii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇; (xiv) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent or its Representatives), in each case in connection with the Transactions prior to the execution and delivery of this Agreement or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC at least one Business Day prior to the date of this Agreement and, in the case of clauses (A) and (B), such information or document was not subject to any redactions or omissions; (xv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified; (xvi) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time; (xvii) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5; and (xviii) (A) all references in this Agreement to “the date hereof” or “the date of this Agreement” shall refer to the Original Signing Date, (B) the date on which the representations and warranties set forth in Article V and Article VI are made shall not change as a result of the execution of this Agreement and shall be made as of the dates that they were made in the case Original Merger Agreement and (C) each reference to “this Agreement” in the representations and warranties set forth in Article V and Article VI shall mean the Original Merger Agreement.
(c) The Company Disclosure Schedule and the Parent Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is required to be disclosed under this Agreement, re-enactmentconstitutes a violation of Law or a breach of Contract, consolidation is “material” or replacementthat, reference herein individually or in the aggregate, it has had or would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless Material Adverse Effect. Unless the context otherwise requiresrequires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, all applicable guidelines, bulletins any capitalized term used in the Company Disclosure Schedule or policies made the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in connection therewiththis Agreement.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties agree and acknowledge that they have participated been represented by counsel during, and have jointly in negotiating negotiated and drafting drafted this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cards Acquisition Inc.)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsection, Recital, Preamble or Exhibit of or clauses exhibits and schedules to this AgreementAgreement and references to Schedules include the Company Disclosure Schedule and the Authentic Disclosure Schedule, unless otherwise indicated.indicated otherwise;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xi) except as otherwise specifically provided herein, the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars;
(xii) any information or documents referred to in this Agreement shall be deemed to have been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties if (A) such first Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of such first Parties and accessible by any of the other Parties or Representatives thereof, in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement or (B) information or document is disclosed in the Company Reports filed or furnished on or after the Applicable Date and at least one Business Day prior to the execution and delivery of this Agreement;
(xiii) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xiv) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the applicable date or during the applicable period of time;
(xv) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement means this Agreement, as amended or otherwise modified from time to time in accordance with Section 12.5;
(xvi) unless context requires otherwise, “neither,” “nor,” “any,” “either” and “or” are not exclusive; and
(xvii) all references to the case Subsidiaries of a Person will be deemed to include all direct and indirect Subsidiaries of such Person.
(c) The Company Disclosure Schedule and the Authentic Disclosure Schedule may include items and information the disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule or the Authentic Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that it has had or would have a Material Adverse Effect, re-enactmenta Parent Material Adverse Effect or an Authentic Material Adverse Effect, consolidation as the case may be. Further, nothing in the Company Disclosure Schedule or replacementthe Authentic Disclosure Schedule will be deemed to be an admission by any Party to any third Person of any matter whatsoever, reference herein including any violation or breach of law or contract. The Parties agree that the disclosure set forth in any particular section of the Company Disclosure Schedule will be deemed to a particular provision shall be read an exception to or disclosure for the purposes of, as referring applicable, (i) the representations or warranties of the Company in the corresponding Section of this Agreement and (ii) any other representation or warranty of the Company that are set forth in this Agreement to the extent the relevance of such amended, re-enacted, consolidated exception or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithdisclosure is reasonably apparent on its face.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (Guess Inc)
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, Subsectionclause, RecitalExhibit and Schedule references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsection, Recital, Preamble or Exhibit of or clauses exhibits and schedules to this Agreement, unless otherwise indicated.Agreement and references to Schedules include the Company Disclosure Schedule;
(c) Unless the express context otherwise requires: (i) the word “day” means calendar day; (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words if a term is defined as one part of similar import speech (such as a noun), it shall have a corresponding meaning when used in this Agreement, shall refer to this Agreement as another part of speech (such as a whole and not to any particular provision of this Agreement; verb);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; ;
(iv) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇; vice versa;
(v) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; ;
(vi) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”; any particular provision of this Agreement;
(vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ix) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; ;
(xviii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; ;
(ix) whenever the word “transfer” is used, it shall be deemed to be followed by the words “including, if applicable, pursuant to the division of a limited liability company, limited partnership or other entity”;
(x) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(xi) except the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xii) the term “dollars” and the symbol “$” mean U.S. Dollars and all references amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, in effect at the time such amount, cost, fee or expense is incurred, and if the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;
(xiii) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties to another Party or Parties such obligation shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company or otherwise to such other Party or Parties or its or their Representatives, in each case in connection with the transactions contemplated by this Agreement prior to the execution and delivery of this Agreement, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC and not subject to any redactions or omissions at least one Business Day prior to the date of this Agreement;
(xiv) when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day and references to a number of days shall refer to calendar days unless Business Days are specified;
(xv) all references to any (A) statute include the rules and regulations promulgated thereunderthereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in each case connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(xvi) all references to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto or incorporated therein by reference and (B) this Agreement mean this Agreement (taking into account the provisions of Section 10.11(a)) as amended or otherwise modified from time to time in accordance with Section 10.5.
(c) The Company Disclosure Schedule may include items and information the case disclosure of which is not required either in response to an express disclosure requirement of this Agreement or as an exception to one or more provisions set forth in this Agreement. Inclusion of any such amendmentitems or information in the Company Disclosure Schedule shall not be deemed to be an acknowledgement or agreement that any such item or information (or any non-disclosed item or information of comparable or greater significance) is “material” or that, re-enactmentindividually or in the aggregate, consolidation it has had or replacement, reference herein would reasonably be expected to result in a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewithCompany Material Adverse Effect.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly in negotiating negotiated and drafting drafted this Agreement. In the event that Agreement and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings herein in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereofof this Agreement.
(b) Where a reference Unless otherwise specified in this Agreement is made to an Agreement, all Preamble, Recital, Article, Section, Subsectionclause, Recitaland Annex references used in this Agreement are to the preamble, Preamble or Exhibitrecitals, such reference shall be to an Articlearticles, Sectionsections, Subsection, Recital, Preamble or Exhibit of or clauses and annexes to this Agreement, unless otherwise indicated.
(c) Unless otherwise specified in this Agreement or the express context otherwise requires, for purposes of this Agreement: (i) the word “day” means calendar dayif a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb); (ii) the words “hereto,” “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iviii) words importing the term “dollars” masculine gender shall include the feminine and the symbol “$” mean United States Dollars neutral genders and all amounts in this Agreement shall be paid in United States Dollars, unless specifically otherwise provided, and in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than United States Dollars, the United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in The Wall Street Journal, Eastern Edition and in effect at the time such amount, cost, fee or expense is incurred, and in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇vice versa; (viv) whenever the words “include,” “includes” or “including” are used in this Agreementused, they shall be deemed to be followed by the words “without limitation”; (viv) the term words “orhereto,” is “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not exclusive and has the meaning represented by the phrase “and/or”any particular provision of this Agreement; (vii) references in this Agreement to any gender include the other gender; (viii) references in this Agreement to the “United States” or the “U.S.” mean the United States of America and its territories and possessions; (ixvi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; (xvii) all accounting terms used herein and not expressly defined herein in this Agreement shall have the meanings given to them under GAAP; (viii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions; and (xiix) except the rule known as otherwise specifically provided hereinthe ejusdem generis rule shall not apply, all references in this Agreement to any statute include and accordingly, general words introduced by the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in word “other” shall not be given a restrictive meaning by reason of the case of any such amendment, re-enactment, consolidation or replacement, reference herein to fact that they are preceded by words indicating a particular provision shall be read as referring to such amendedclass of acts, re-enacted, consolidated matters or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewiththings.
(d) Whenever Unless otherwise specified in this Agreement, the term “dollars” and the symbol “$” mean U.S. Dollars for purposes of this Agreement refers to a number of days, such number shall refer to calendar days, unless Business Days are specified.
(e) The Parties have participated jointly and all amounts in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreementpaid in U.S. Dollars.
(f) The Company Disclosure Letter or Parent Disclosure Letter may include items and information the disclosure of which is not required either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties contained in Article V or Article VI or to one or more covenants contained in Article VII. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an acknowledgement or agreement that any such item or information (or any undisclosed item or information of comparable or greater significance) is “material” or constitutes a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or affect the interpretation of such term for purposes of this Agreement.
(g) Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement), Contract, document or instrument mean such agreement, Contract, document or instrument as amended, supplemented, qualified, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached thereto.
(h) The phrases “delivered,” “made available” and words of similar import, when used in this Agreement, shall mean that the information referred to has been (i) physically or electronically delivered to Parent, Merger Sub, Merger Sub II, the Company or any of their respective Representatives, as applicable, (ii) posted to the data site maintained by (x) the Company or its Representatives or (y) Parent or its Representatives, as applicable, in connection with the transactions contemplated by this Agreement or (iii) filed with or furnished to the SEC and publicly available on the SEC’s ▇▇▇▇▇ reporting system prior to the date hereof.
Appears in 1 contract
Sources: Merger Agreement (LHC Group, Inc)