Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement. (b) Unless otherwise specified in this Agreement or the context otherwise requires: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule; (ii) 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); (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa; (v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;” (vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement; (vii) 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;” (viii) all accounting terms not expressly defined 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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 (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
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 in this Agreement 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) herein, all Preamble, Recital, Article, Section, clauseclauses, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) 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;
; (viivi) 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;”
; (viiivii) all accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;
the Applicable Accounting Standards; (ixviii) references to the “United States” or abbreviations thereof mean the United States of America America, its states and its states, territories and possessions;; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(xd) Except as otherwise specifically provided herein or the rule known as the ejusdem generis rule shall not applycontext otherwise requires, 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) the term “dollars” and the symbol “$” mean U.S. Canadian Dollars and all amounts in this Agreement shall be paid in U.S. Canadian Dollars, and if in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Canadian Dollars, to the extent applicable, the U.S. Canadian Dollar equivalent for such costs, fees and or expenses shall be determined by converting such other currency to U.S. Canadian Dollars at the foreign exchange rates published in by the Wall Street Journal 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 if in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;.
(xiie) 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 RepresentativesExcept as otherwise specifically provided herein, 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 Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise specifically provided herein, (i) all references to any (A) statute in this Agreement include the rules and regulations promulgated thereunder thereunder, and unless the context otherwise requires, all applicable, applicable guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity Authority, and (Bii) 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 this Agreement; andtime.
(xvg) Except as otherwise specifically provided herein, (i) all references in this Agreement to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 therein, and (ii) all references to this Agreement mean this Agreement (taking into account Section 7.4) as amended, supplemented or otherwise modified from time to time in accordance with Section 7.7.
(h) The Parties have jointly negotiated and drafted this Agreement, and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by reference andthe 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.
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 in this Agreement 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) herein, all Preamble, Recital, Article, Section, clauseclauses, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) 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;
; (viivi) 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;”
; (viiivii) all accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;
IFRS; (ixviii) references to the “United States” or abbreviations thereof mean the United States of America America, its states and its states, territories and possessions;; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(xd) the rule known Except as otherwise specifically provided herein or as the ejusdem generis rule shall not applycontext otherwise requires, 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) the term “dollars” and the symbol “$” mean U.S. Canadian Dollars and all amounts in this Agreement shall be paid in U.S. Canadian Dollars, and if in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Canadian Dollars, to the extent applicable, the U.S. Canadian Dollar equivalent for such costs, fees and or expenses shall be determined by converting such other currency to U.S. Canadian Dollars at the foreign exchange rates published in by the Wall Street Journal 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 if in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;.
(xiie) references 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 Parties, such obligation shall be deemed satisfied if (Ai) such 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 and accessible by Parent and 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 not later than prior to the execution and delivery of this Agreement, or (Bii) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (on SEDAR or ▇▇▇▇▇) database of the SEC ▇ 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;.
(xiiif) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivg) Except as otherwise specifically provided herein, (i) all references to any (A) statute in this Agreement include the rules and regulations promulgated thereunder thereunder, and unless the context otherwise requires, all applicable, applicable guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity Authority, and (Bii) 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 this Agreement; andtime.
(xvh) Except as otherwise specifically provided herein, (i) all references in this Agreement to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 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 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 items 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, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect.
(j) The Parties have jointly negotiated and drafted this Agreement, and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by reference andthe 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.
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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (v) 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 particular provision of this Agreement;
; (viivi) 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 (vii) a reference to any Person includes such Person’s successors and permitted assigns.
(viiid) all All accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;.
(ixe) references to the “United States” or abbreviations thereof mean the United States of America and its statesExcept as otherwise expressly provided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and United States Dollars.
(f) Except as otherwise expressly provided herein, all amounts references 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 Law include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, include all schedulesapplicable guidelines, annexesbulletins or policies made in connection therewith.
(g) 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, addendumsthis Agreement shall be construed as if drafted jointly by the Parties, exhibits 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.
(h) Neither the specification of any dollar amount in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other documents attached thereto items, are or incorporated therein by reference andare not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item 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 material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of 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.
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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Exhibit schedule and Schedule exhibit references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined provided herein or in this Agreement shall have the meanings given to them under GAAP;
(ix) references to Company Disclosure Letter or the “United States” or abbreviations thereof mean the United States of America and its statesParent Disclosure Letter, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not applyapplicable, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated currency amounts referenced 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 the Company Disclosure Letter and the Parent Disclosure Letter are in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;United States Dollars.
(xiiie) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any action 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Disclosure Letter and Parent Disclosure Letter may include all schedulesitems 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, annexesas applicable, addendumsor to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, exhibits 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 Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
Appears in 2 contracts
Sources: Merger Agreement (Enbridge Energy Management L L C), Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Exhibit schedule and Schedule exhibit references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined provided herein or in this Agreement shall have the meanings given to them under GAAP;
(ix) references to Partnership Disclosure Letter or the “United States” or abbreviations thereof mean the United States of America and its statesParent Disclosure Letter, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not applyapplicable, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated currency amounts referenced 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 the Partnership Disclosure Letter and the Parent Disclosure Letter are in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;United States Dollars.
(xiiie) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any action 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Partnership Disclosure Letter and Parent Disclosure Letter may include all schedulesitems 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 VI or ARTICLE VII, annexesas applicable, addendumsor to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, exhibits 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 Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; (viivi) 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 (vii) a reference to any Person includes such Person’s successors and permitted assigns.
(viiid) all All accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;.
(ixe) references to the “United States” or abbreviations thereof mean the United States of America and its statesExcept as otherwise expressly provided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts United States Dollars.
(f) Unless the context requires otherwise, references in this Agreement to “Spinco” shall also be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant deemed to this Agreement are denominated in a currency other than U.S. Dollars, refer to the extent applicableapplicable member of the Spinco Group, references to “Remainco” shall also be deemed to refer to the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at applicable member of the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the CompanyRemainco Group and, in effect at the time such amountconnection therewith, 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) any references to information actions or documents having been “made available” (omissions to be taken, or words of similar import) refrained from being taken, as the case may be, by Spinco or on behalf of one or more Parties to another Party or Parties Remainco shall be deemed satisfied if to require Spinco (Aand, from and after the Closing, RMT Partner) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf Remainco, as the case may be, to cause the applicable members of the Company and accessible by Parent and its RepresentativesSpinco 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 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance 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.
(h) The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any 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 Liability exists.
(i) 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.
(j) In the event of any inconsistency or conflict that may arise in the application or interpretation of the definitions of “Spinco Transferred Assets” and “Remainco Transferred Assets” or the definitions of “Spinco Assumed Liabilities” and “Remainco Assumed Liabilities” the explicit inclusion of an item on any Schedule referred to in either definition shall take priority over any textual provision of either definition that would otherwise operate to include or exclude such Asset or Liability, as applicable, from the applicable definition.
(k) 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 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 (or, in each case, any indemnification rights pursuant to this Agreement in respect thereof andand/or any other remedies pursuant to this Agreement in respect of any breach of any covenant or obligation under this Agreement), unless otherwise specified thereinin which case this Agreement shall control), 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 (x) it is specifically stated in such agreement that such agreement controls and (y) such agreement has been executed by a member of the Remainco Group and the Spinco Group. Except as expressly set forth in this Agreement or incorporated therein any Ancillary Agreement, (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by reference andthe Tax Matters Agreement and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms 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 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and words of similar terms import when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
. The headings and contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The definitions contained in this Agreement are applicable to the 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” and “including” shall not be limiting and shall be deemed to be followed by the phrase “without limitation.” The word “day” means calendar day, and any reference to a number of days shall refer to calendar days (vii) unless Business Days are specified). When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date that is the 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 “$” 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;”
(viii) . The word “or” is not exclusive and the words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation, in each case, unless the context otherwise requires. Except as otherwise specifically provided herein, all accounting terms not expressly defined references 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law 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 of referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the date of context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith. Except as otherwise specifically provided herein, all references in this Agreement to any agreement (including this Agreement; and
(xv) all references to (A) any ), Contract, other agreement, document or instrument (excluding this Agreement) mean such Contractagreement, other agreementcontract, document or instrument as amended amended, supplemented, qualified, modified, varied, restated or otherwise modified 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 or incorporated therein by reference andthereto, in each case as of the date hereof and only to the extent made available as 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 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) Agreement, all Preamble, Recital, Article, Section, clause, Exhibit and Schedule Annex references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits clauses and schedules annexes to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless otherwise specified in this Agreement or the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (viivi) 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;”
; (viiivii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; (ixviii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
; and (xix) 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;.
(xid) Unless otherwise specified 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 . The term “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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(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 andexclusive.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Change Healthcare Inc.)
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) herein, all Preamble, Recital, Article, Section, clauseclauses, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) 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;
; (viivi) 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;”
; (viiivii) all accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;
the Applicable Accounting Standards; (ixviii) references to the “United States” or abbreviations thereof mean the United States of America America, its states and its states, territories and possessions;; and (ix) references to “Canada” or abbreviations thereof mean Canada, its provinces and its territories.
(xd) Except as otherwise specifically provided herein or the rule known as the ejusdem generis rule shall not applycontext otherwise requires, 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) the term “dollars” and the symbol “$” mean U.S. Canadian Dollars and all amounts in this Agreement shall be paid in U.S. Canadian Dollars, and if in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. Canadian Dollars, to the extent applicable, the U.S. Canadian Dollar equivalent for such costs, fees and or expenses shall be determined by converting such other currency to U.S. Canadian Dollars at the foreign exchange rates published in by the Wall Street Journal 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 if in the event the resulting conversion yields a number that extends beyond two decimal points, rounded to the nearest ▇▇▇▇▇;.
(xiie) references Except as otherwise specifically provided herein or as context otherwise requires, for purposes of Section 4.2, any amount to information be reflected or documents having been “made available” (or words of similar import) calculated in U.S. Dollars as contemplated by or on behalf of one or more Parties to another Party or Parties Section 4.2, shall be deemed satisfied determined, as applicable, by converting Canadian Dollars to U.S. Dollars at the foreign exchange rate published by the Wall Street Journal or, if (A) such one or more Parties or Representatives thereof made such information or document available in any virtual data rooms established not reported thereby, another authoritative source reasonably determined by or on behalf of the Company and accessible by Parent and its RepresentativesCompany, in each case effect at the applicable time or the applicable time of calculation (as reasonably determined by the Company), and in connection with the transactions contemplated by this Agreement not later than prior event the resulting conversion yields a number that extends beyond two decimal points, rounded 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 (nearest ▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;.
(xiiif) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivg) Except as otherwise specifically provided herein, (i) all references to any (A) statute in this Agreement include the rules and regulations promulgated thereunder thereunder, and unless the context otherwise requires, all applicable, applicable guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity Authority, and (Bii) 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 this Agreement; andtime.
(xvh) Except as otherwise specifically provided herein, (i) all references in this Agreement to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 therein, and (ii) all references to this Agreement mean this Agreement (taking into account Section 7.4) as amended, supplemented or otherwise modified from time to time in accordance with Section 7.7.
(i) The Parties have jointly negotiated and drafted this Agreement, and if an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by reference andthe 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.
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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified Where a reference in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, is made to an Article, Section, clauseSubsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules of or to this Agreement, and references to Schedules include unless otherwise indicated.
(c) Unless the Company Disclosure Schedule and express context otherwise requires: (i) the Parent Disclosure Schedule;
word “day” means calendar day; (ii) if a term is defined as one part the words “hereto,” “hereof,” “herein,” “hereunder” and words of speech (such similar import when used in this Agreement, shall refer to this Agreement as a noun), it shall have a corresponding meaning when used as another part whole and not to any particular provision of speech (such as a verb);
this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall include be paid in United States Dollars, unless specifically otherwise provided, and in the feminine 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 neutral genders 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 vice versa;
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 usedused in this Agreement, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words term “hereto,or” is not exclusive and has the meaning represented by the phrase “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to and/or”; (vii) references in this Agreement as a whole 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 not any particular provision of this Agreement;
its territories and possessions; (viiix) 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;”
; (viiix) all accounting terms used herein and not expressly defined in this Agreement herein 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) the term “dollars” and the symbol “$” mean U.S. Dollars and except as otherwise specifically provided herein, all amounts references 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law 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 date authorship of any provision of this Agreement; and.
(xvf) 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 (A) any including this Agreement), Contract, other agreement, document or instrument (excluding this Agreement) mean such agreement, Contract, other agreement, document or instrument as amended amended, supplemented, qualified, modified, varied, restated or otherwise modified 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 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 incorporated therein 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 reference and(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. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or if the context otherwise requires:
, for purposes of this Agreement: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine one gender shall include the feminine and neutral all other genders and vice versa;
; (vii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation;”
; (viiii) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
whole; (viiiv) 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 (v) the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(viiic) all accounting terms not expressly defined Unless otherwise specified 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 statesAgreement, 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) 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 the Company, 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 ▇▇▇▇▇;.
(xiid) 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 include the rules and regulations promulgated thereunder, and (ii) 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 (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).
(f) The Parties have jointly negotiated and drafted this 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.
(g) Unless otherwise specified in this Agreement or the context otherwise requires, references to any information or documents having been document being “made available,” “furnished” or “provided” (or and words of similar import) by to the Parent, Merger Sub or on behalf any of one their respective Representatives as of or more Parties prior to another Party or Parties the date of this Agreement shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made mean such information or document available in any virtual (i) having been posted to the data rooms established room hosted by Datasite and maintained by or on behalf of the Company and accessible by or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent and or its Representativesoutside 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 contemplated by this Agreement not later than Transactions and on or prior to the execution and delivery date of this Agreement, or (Biv) such information or document is filed with the SEC and publicly available in on the SEC’s Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of System to the SEC not later than 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.
(xiiih) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivi) all references 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 representations or warranties or covenants set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgment or agreement that any such item or information (Aor any non-disclosed item or information of comparable or greater significance) statute did not arise in the ordinary course of business, or is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect or Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, other than for purposes of Section 3.25, Section 5.5(e), Section 5.6, Section 5.7(b), Section 5.7(d), Section 5.8, Section 5.9, Section 5.10, Section 5.14 and Section 8.3, the term “Transactions” shall not be deemed to include the rules and regulations promulgated thereunder and all applicableAirbus Term Sheet, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference any definitive agreements with respect to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 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 the transactions contemplated by the Airbus Term Sheet or any other documents attached thereto divestitures contemplated by Sections 5.5(d) or incorporated therein by reference andSection 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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, exhibits schedules, annex and schedules exhibit to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined 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 statesprovided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States 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 ▇▇▇▇▇;.
(xiie) 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 RepresentativesExcept as otherwise expressly provided herein, 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 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 and references Day. References to a number of days days, shall refer to calendar days unless Business Days are specified;
(xiv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(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.
Appears in 2 contracts
Sources: Merger Agreement (California Resources Corp), Merger Agreement (Berry Corp (Bry))
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 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 of this Agreementinterpretation hereof.
(b) Unless otherwise specified When a reference is made in this Agreement to an article or a section, paragraph, exhibit or schedule, such reference shall be to an article or a section, paragraph, exhibit or schedule hereof unless otherwise clearly indicated to the context otherwise requires:contrary.
(ic) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever Whenever the words “include,” “includes” or “including” are usedused in this Agreement, they shall be deemed to be followed by the words “without limitation;.”
(vid) the The words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and “herewith” and words of similar terms shall import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;.
(viie) 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;.”
(viiif) The word “or” shall not be exclusive.
(g) 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 accounting terms not expressly genders. Where a word or phrase is defined in this Agreement herein, each of its other grammatical forms shall have the meanings given to them under GAAP;a corresponding meaning.
(ixh) references A reference to the “United States$,” “U.S. dollars” or abbreviations thereof “dollars” shall mean the legal tender of the United States of America and its states, territories and possessions;America.
(xi) A reference to any period of days shall be deemed to be to the rule known as the ejusdem generis rule shall not applyrelevant number of calendar days, 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;unless otherwise specified.
(xij) Unless otherwise defined, a reference to any accounting term shall have the term “dollars” meaning as defined under GAAP.
(k) The parties have participated jointly in the negotiation and drafting of this Agreement (including the symbol “$” mean U.S. Dollars Schedules and all amounts in Exhibits hereto). In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be paid in U.S. Dollarsconstrued as if drafted jointly by the parties, and if no presumption or burden of proof shall arise favoring or disfavoring any amounts, costs, fees or expenses incurred party 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 virtue 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 authorship 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(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 andprovisions 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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified Where a reference in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, is made to an Article, Section, clauseSubsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules of or to this Agreement, and references to Schedules include unless otherwise indicated.
(c) Unless the Company Disclosure Schedule and express context otherwise requires: (i) the Parent Disclosure Schedule;
word “day” means calendar day; (ii) if a term is defined as one part the words “hereto,” “hereof,” “herein,” “hereunder” and words of speech (such similar import when used in this Agreement, shall refer to this Agreement as a noun), it shall have a corresponding meaning when used as another part whole and not to any particular provision of speech (such as a verb);
this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall include be paid in United States Dollars, unless specifically otherwise provided, and in the feminine 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 neutral genders 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 vice versa;
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 usedused in this Agreement, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words term “hereto,or” is not exclusive and has the meaning represented by the phrase “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to and/or”; (vii) references in this Agreement as a whole 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 not any particular provision of this Agreement;
its territories and possessions; (viiix) 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;”
; (viiix) all accounting terms used herein and not expressly defined in this Agreement herein 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) the term “dollars” and the symbol “$” mean U.S. Dollars and except as otherwise specifically provided herein, all amounts references 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law 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 date authorship of any provision of this Agreement; and.
(xvf) 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 (A) any including this Agreement), Contract, other agreement, document or instrument (excluding this Agreement) mean such agreement, Contract, other agreement, document or instrument as amended amended, supplemented, qualified, modified, varied, restated or otherwise modified 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 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 incorporated therein electronically delivered to Parent, Merger Sub, the Company or any of their respective Representatives, as applicable, prior to the date hereof, (ii) posted to the data site maintained by reference and(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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, and Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, and schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine one gender shall include the feminine and neutral genders and vice versa;
all other genders; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined 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 statesprovided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States 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 ▇▇▇▇▇;.
(xiie) 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 RepresentativesExcept as otherwise expressly provided herein, 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 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 and references Day. References to a number of days days, shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Disclosure Letter and Parent Disclosure Letter may include all schedulesitems 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 IV or Article V, annexesas applicable, addendumsor to one or more covenants contained in this Agreement. Inclusion of any items or information in the Company Disclosure Letter or Parent Disclosure Letter, exhibits 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 Company Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
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 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
: (i) all Preamble, Recital, Article, Section, clause, Exhibit Exhibit, Annex and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits exhibits, annexes and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
; (ii) 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);
; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (vii) 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;”
; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; (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) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
; (xxii) 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;
; (xixiii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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▇▇▇▇▇;
; (xiixiv) 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 and accessible by or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent and or its Representatives), in each case in connection with the transactions contemplated by this Agreement not later than Transactions prior to the execution and delivery of this Agreement, Agreement or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC not later than at least one Business Day prior to the date of this Agreement;
Agreement and, in the case of clauses (xiiiA) 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;
; (xivxvi) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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 this Agreementtime; and
and (xvxvii) 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 andand (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 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 items 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, constitutes a violation of Law or a breach of Contract, is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect. Unless the context otherwise requires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, any capitalized term used in the Company Disclosure Schedule or the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(d) The Parties agree and acknowledge that they have been represented by counsel during, and have jointly negotiated and 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vii) 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”;”
(viii) all accounting terms not expressly defined 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixi) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties the Company to another Party or Parties Parent shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such the information or document is made available in any a virtual data rooms room 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 at least one Business Day prior to the execution and delivery 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 later than subject to any redactions or omissions at least one Business Day 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxii) all references to any statute include the rules and regulations promulgated thereunder.
(Ac) The Parties have jointly negotiated and drafted this 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 Contract, other agreement, document or instrument (excluding Party by virtue of the authorship of any provision of 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
: (i) all Preamble, Recital, Article, Section, clause, Exhibit Exhibit, Annex and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits exhibits, annexes and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
; (ii) 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);
; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (vii) 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;”
; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; (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) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
; (xxii) 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;
; (xixiii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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▇▇▇▇▇;
; (xiixiv) 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 and accessible by or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent and or its Representatives), in each case in connection with the transactions contemplated by this Agreement not later than Transactions prior to the execution and delivery of this Agreement, Agreement or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC not later than at least one Business Day prior to the date of this Agreement;
Agreement and, in the case of clauses (xiiiA) 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;
; (xivxvi) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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 this Agreementtime; and
(xvxvii) 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 andand (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 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 items 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, constitutes a violation of Law or a breach of Contract, is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect. Unless the context otherwise requires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, any capitalized term used in the Company Disclosure Schedule or the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(d) The Parties agree and acknowledge that they have been represented by counsel during, and have jointly negotiated and 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.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Collectors Universe Inc)
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined 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 statesprovided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States 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 ▇▇▇▇▇;.
(xiie) 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 When calculating the period of time within which, or following which, any action 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 and references Day. References to a number of days days, shall refer to calendar days unless Business Days are specified;.
(xivf) all All references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Company Disclosure Letter may include all schedulesitems 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 III, annexesor 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, addendumsindividually or in the aggregate, exhibits has had or would reasonably be expected to have either a Material Adverse Effect or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
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 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 of this Agreement.
(b) Unless otherwise specified When a reference is made in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitalsthe recitals or to an article, articlessection, Sectionsparagraph, clausesexhibit or schedule, exhibits and schedules such reference shall be to the preamble, the recitals or to an article, section, paragraph, exhibit or schedule of this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever Whenever the words “include,” “includes” or “including” are used, used in this Agreement they shall be deemed to be followed by the words “without limitation;.”
(vid) the The words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and “herewith” and words of similar terms import shall be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;.
(viie) the The word “extentor” in 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 “to the extent$,” “U.S. dollars” or “dollars” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if;”
(viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
(ix) references to the “United States” or abbreviations thereof mean legal tender of the United States of America and its states, territories and possessions;America.
(xi) the rule known as the ejusdem generis rule A reference to any legislation or to any provision of any legislation shall not applyinclude any amendment thereto, any modification or re-enactment thereof, any legislative provision substituted therefor and accordinglyall rules, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of actsregulations and statutory instruments issued thereunder or pursuant thereto (including any amendment to, matters or things;modification of, such rules, regulations or statutory instruments).
(xij) A reference to any period of days shall be deemed to be to the term “dollars” relevant number of calendar days unless otherwise specified.
(k) The parties have participated jointly in the negotiation and drafting of this Agreement. In the symbol “$” mean U.S. Dollars and all amounts in event an ambiguity or question of intent or interpretation arises, this Agreement shall be paid in U.S. Dollarsconstrued as if drafted jointly by the parties, and if no presumption or burden of proof shall arise favoring or disfavoring any amounts, costs, fees or expenses incurred party 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 virtue 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 authorship of any provisions of this Agreement. Further, 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 drafts of this Agreement;
(xiii) when calculating Agreement or any Ancillary Agreements or the period of time within whichfact that any clauses have been added, 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(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 deleted or otherwise modified from time to time in accordance with any prior drafts of this Agreement or any Ancillary Agreements shall not be used as an aid of construction or otherwise constitute evidence of the terms thereof andintent of the parties hereto, unless otherwise specified therein, include all schedules, annexes, addendums, 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 documents attached thereto section of the Disclosure Schedules if it is specifically cross referenced or incorporated reasonably apparent from such disclosure or the documentation referenced therein by reference andthat 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 admission or indication that such item or matter is material or would have a Material Adverse Effect, and shall not imply a measure for materiality for purposes of this Agreement. 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 an admission or indication to any Person that a breach or violation exists or has actually occurred. Any capitalized terms used in any section of the Schedules, Disclosure Schedules or in any Exhibit and not otherwise defined therein shall have the meaning ascribed to such term in this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fifth Street Asset Management Inc.)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, clauses exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vii) 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”;”
(viii) all accounting terms not expressly defined 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixi) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties the Company to another Party or Parties Parent shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such the information or document is made available in any a 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 and not later than subject to any redactions or omissions at least one Business Day 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxii) all references to any statute include the rules and regulations promulgated thereunder.
(Ac) The Parties have jointly negotiated and drafted this 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 Contract, other agreement, document or instrument (excluding Party by virtue of the authorship of any provision of 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, clauses exhibits and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Authentic Disclosure Schedule, unless indicated otherwise;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vii) 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”;”
(viii) all accounting terms not expressly defined 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 any information or documents having 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 shall be deemed satisfied if (A) such one or more first Parties or Representatives thereof made such information or document available in any virtual data rooms established by or on behalf of the Company such first Parties and accessible by Parent and its Representativesany of the other Parties or Representatives thereof, in each case in connection with the transactions contemplated by this Agreement not later than prior to the execution and delivery of this Agreement, Agreement or (B) such information or document is publicly available disclosed in the Electronic Data Gathering, Analysis Company Reports filed or furnished on or after the Applicable Date and Retrieval (▇▇▇▇▇) database of the SEC not later than at least one Business Day prior to the date 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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 this Agreement; andtime;
(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 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 items 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, a Parent Material Adverse Effect or an Authentic Material Adverse Effect, as the case may be. Further, nothing in the Company Disclosure Schedule or the Authentic Disclosure Schedule will be deemed to be an admission by any Party to any third Person of any matter whatsoever, 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 be an exception to or disclosure for the purposes of, as 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 exception or disclosure is reasonably apparent on its face.
(d) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Sources: Merger Agreement (Guess Inc)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vii) 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”;”
(viii) all accounting terms not expressly defined 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) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixi) references to information or documents having been “made available” (or words of similar import) by or on behalf of one or more Parties the Company to another Party or Parties Parent shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made such the information or document is made available in any a virtual data rooms room 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 at least one Business Day prior to the execution and delivery 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 later than subject to any redactions or omissions at least one Business Day 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxii) all references to any statute include the rules and regulations promulgated thereunder.
(Ac) The Parties have jointly negotiated and drafted this 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 Contract, other agreement, document or instrument (excluding Party by virtue of the authorship of any provision of 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.
Appears in 1 contract
Sources: Merger Agreement
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all All Preamble, Recital, Article, Section, clauseSubsection, Company Disclosure Letter, Parent Disclosure Letter and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) Unless the context expressly otherwise requires, for purposes of this Agreement:
(i) 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);
(iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(viv) 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;
(viivi) 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”;”
(viiivii) all accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;; and
(ixviii) references in this Agreement to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;.
(xd) Except as otherwise specifically provided herein or the rule known as the ejusdem generis rule shall not applycontext expressly otherwise requires, 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) the term “dollars” and the symbol “$” mean U.S. United States Dollars and all amounts in this Agreement shall be paid in U.S. United States Dollars, and if in the event any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated in a currency other than U.S. United States Dollars, to the extent applicable, the U.S. United States Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. United States 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 in the event the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest ▇▇▇▇▇;.
(xiie) references 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 Parties, such obligation shall be deemed satisfied if (Ai) 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 data rooms datarooms 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 or otherwise to the execution and delivery of this Agreement, such other Party or Parties or its or their Representatives or (Bii) 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 later than prior subject to the date of this Agreement;any redactions or omissions.
(xiiif) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivg) Except as otherwise specifically provided herein, (i) all references to any (A) statute in this Agreement include the rules and regulations promulgated thereunder thereunder, and unless the context otherwise requires, all applicable, guidance, applicable guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (Bii) 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; and.
(xvh) Except as otherwise specifically provided herein, (i) all references in this Agreement to (A) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 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.
(i) 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 reference andthe 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.
Appears in 1 contract
Sources: Merger Agreement (Syntel Inc)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) Agreement, all Preamble, Recital, Article, Section, clause, Exhibit and Schedule Annex references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits clauses and schedules annexes to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless otherwise specified in this Agreement or the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (viivi) 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;”
; (viiivii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; (ixviii) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
; and (xix) 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;.
(xid) Unless otherwise specified 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 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 thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(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.
Appears in 1 contract
Sources: Merger Agreement (LHC Group, Inc)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) Agreement, all Preamble, Recital, Article, Section, clause, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless otherwise specified in this Agreement or the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine one gender shall include the feminine and neutral all other genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (viivi) 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) the term “or” is not exclusive; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; and (ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;.
(xd) the rule known as the ejusdem generis rule shall not applyUnless otherwise specified in this Agreement, 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) 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 The Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, 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▇▇▇▇▇;.
(xiie) references 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 Parties, such obligation shall be deemed satisfied if (Ai) 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 or otherwise to such other Party or Parties or its or their Representatives (including by Parent and its Representativeselectronic mail), 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 (Bii) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇E▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;.
(xiiif) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivg) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (Ai) statute in this Agreement include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (Bii) 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) Unless otherwise specified in this Agreement; and
(xv) , all references in this Agreement to (Ai) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 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 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 items 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, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect.
(j) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, clauses exhibits and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(vii) 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”;”
(viii) all accounting terms not expressly defined 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;
(xxi) 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;
(xixii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixiii) 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 and accessible by Parent and 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 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 and not later than subject to any redactions or omissions at least one Business Day prior to the date of this Agreement;
(xiiixiv) 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;
(xivxv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxvi) 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 andand (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 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 items 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, individually or in the aggregate, it has had or would reasonably be expected to result in a Company Material Adverse Effect.
(d) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (v) 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 particular provision of this Agreement;
; (viivi) 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 (vii) a reference to any Person includes such Person’s successors and permitted assigns.
(viiid) all All accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;.
(ixe) references to the “United States” or abbreviations thereof mean the United States of America and its statesExcept as otherwise expressly provided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and United States Dollars.
(f) Except as otherwise expressly provided herein, all amounts references 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, include all schedulesapplicable guidelines, annexesbulletins or policies made in connection therewith.
(g) 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, addendumsthis Agreement shall be construed as if drafted jointly by the Parties, exhibits 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.
(h) Neither the specification of any dollar amount in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other documents attached thereto items, are or incorporated therein by reference andare not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item 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 material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty set forth in this Agreement nor the inclusion of any specific item in any schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of 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.
Appears in 1 contract
Sources: Transition Services Agreement (Warner Bros. Discovery, Inc.)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) Agreement, all Preamble, Recital, Article, Section, clause, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;.
(iic) Unless otherwise specified in this Agreement or the context otherwise requires, for purposes of this Agreement: (i) 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);
; (iiiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iviii) words importing the masculine one gender shall include the feminine and neutral all other genders and vice versa;
; (viv) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viv) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (viivi) 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) the term “or” is not exclusive; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; and (ix) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;.
(xd) the rule known as the ejusdem generis rule shall not applyUnless otherwise specified in this Agreement, 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) 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 The Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by the Company, 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 ▇▇▇▇▇;.
(xiie) references 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 Parties, such obligation shall be deemed satisfied if (Ai) 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 or otherwise to such other Party or Parties or its or their Representatives (including by Parent and its Representativeselectronic mail), 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 (Bii) 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;.
(xiiif) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivg) Unless otherwise specified in this Agreement or the context otherwise requires, all references to any (Ai) statute in this Agreement include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (Bii) 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) Unless otherwise specified in this Agreement; and
(xv) , all references in this Agreement to (Ai) any Contract, other agreement, document or instrument (excluding this Agreement) mean such Contract, other agreement, document or instrument as amended 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 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 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 items 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, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect.
(j) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not expressly defined All references to “dollars” or “$” in this Agreement shall have the meanings given refer to them under GAAP;
(ix) references to the “United States” or abbreviations thereof mean the United States of America and its statesdollars, territories and possessions;
(x) which is 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) the term “dollars” and the symbol “$” mean U.S. Dollars and currency used for all amounts purposes in this Agreement shall be paid except as expressly provided otherwise herein. All references to “NIS” 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, refer 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 ▇▇▇▇▇;New Israeli Shekels.
(xiie) 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 RepresentativesExcept as otherwise expressly provided herein, 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 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 and references Day. References to a number of days days, shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law 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.
(g) 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 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 Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(h) 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.
(i) The 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 liability to any other Person. In some instances, the representations and warranties in this Agreement may 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 warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement; andAgreement or as of any other date.
(xvj) all references Any statement in this Agreement to (A) the effect that any Contract, other agreementinformation, document or instrument (excluding this Agreement) other material has been “made available” or “provided” shall mean that such Contract, other agreementinformation, document or instrument as amended or otherwise modified from time to time in accordance material was: (i) filed with the terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits SEC and any other documents attached thereto publicly available on ▇▇▇▇▇ in unredacted form at least two (2) Business Days before the execution of this Agreement; or incorporated therein (ii) available for review by reference andParent by 11:59 p.m. (Eastern Standard Time) on the day before the date of 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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clauseSubsection, Schedule, Annex and Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules, annexes and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; (viivi) 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 (vii) a reference to any Person includes such Person’s successors and permitted assigns.
(viiid) all All accounting terms used herein and not expressly defined in this Agreement herein shall have the meanings given to them under GAAP;.
(ixe) references to the “United States” or abbreviations thereof mean the United States of America and its statesExcept as otherwise expressly provided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and United States Dollars.
(f) Except as otherwise expressly provided herein, all amounts references 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, include all schedulesapplicable guidelines, annexesbulletins or policies made in connection therewith.
(g) 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, addendumsthis Agreement shall be construed as if drafted jointly by the Parties, exhibits and no presumption or burden of proof shall arise favoring or disfavoring any other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Intellectual Property Matters Agreement (Warner Bros. Discovery, Inc.)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references As used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
(vii) the words “hereto,” “hereof,” “hereby,” ”, “herein,” ”, “hereto”, “hereunder” and “herewith” and words of similar terms shall import shall, unless otherwise stated, refer to this Agreement as a whole and not to any particular provision of this Agreement;
, (viiii) the word “including”, and words of similar import, shall mean “including, but not limited to” and “including, without limitation”, (iii) the terms “dollars” and “U.S.$” shall mean United States Dollars, the lawful currency of the United States of America, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (v) the word “or” is not exclusive, (vi) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends extends, and such phrase shall not mean simply “if;”
, (vii) any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders, (viii) all accounting terms not expressly defined in this Agreement the words “asset” and “property” shall be construed to have the meanings given to them under GAAP;
same meaning and effect, (ix) references to the “United States” or abbreviations thereof mean the United States of America a Person are also to its permitted successors and its statesassigns, territories and possessions;
(x) masculine gender shall also include the rule known as the ejusdem generis rule shall not applyfeminine and neutral genders, and accordinglyvice versa, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
(xi) the term words “dollarswriting”, “written” and the symbol “$” mean U.S. Dollars comparable terms refer to printing, typing 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 other means of reproducing words (including electronic media) in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees visible form 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) the word “day” means calendar day unless Business Day is expressly specified and all references herein to information or documents having been “made available” (or words any period of similar import) by or on behalf days shall mean the relevant number 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 calendar days unless otherwise specified. If 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 action under 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 required to be done or 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 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 validly taken on or by the next day that otherwise specified. When a reference is a Business Day and references made in this Agreement 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 thereunder and all applicable“Schedule”, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law such reference shall be a reference to such Law as amended, re-enacted, consolidated or replaced as of the Schedules to the Seller Disclosure Schedules delivered by Seller to Buyer on the date of hereof (the “Seller Disclosure Schedules”) or the Schedules to the Buyer Disclosure Schedules delivered by Buyer to Seller on the date hereof (the “Buyer Disclosure Schedules”). All terms defined in this Agreement; and
(xv) all references Agreement shall have their defined meanings when used in any Annex, Exhibit or Schedule to (A) this Agreement or any Contract, certificate or other agreement, document made 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 anddelivered pursuant hereto, unless otherwise specified defined therein. Each of the Parties acknowledges and agrees that the specification of any dollar amount in the representations, include all scheduleswarranties or covenants contained in this Agreement is not intended to imply that such amounts or higher or lower amounts are or are not material, annexesand no Party shall use the fact of the setting of such amounts in any dispute or controversy between the Parties as to whether any obligation, addendums, exhibits and any other documents attached thereto item or incorporated therein by reference andmatter is or is not material.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Huntsman International LLC)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “include,” “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the word “or” shall be disjunctive and not be exclusive;
(vii) the word “will” will be construed to have the same meaning and effect as the word “shall.” The words “shall,” “will” or “agree(s)” are mandatory, and “may” is permissive;
(viii) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(viiix) 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;”
(viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
(ixx) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(xxi) 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;
(xixii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixiii) 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 room established by or on behalf of the Company and accessible 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 its their respective Representatives, by the day prior to the date of Agreement, in each case in connection with the transactions contemplated by this Agreement not later than prior to the execution and delivery of this AgreementTransactions, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than on the day prior to the date of this AgreementAgreement and not subject to any redactions;
(xiiixiv) 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;
(xivxv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxvi) 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, addendums, exhibits and any other documents attached thereto or incorporated therein by reference andand (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 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 items 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, individually or in the aggregate, it has had or would reasonably be expected to result in a Company Material Adverse Effect.
(d) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure ScheduleLetter;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
(v) whenever the words “include,” “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation”;”
(vi) the word “or” shall be disjunctive and not be exclusive;
(vii) the word “will” will be construed to have the same meaning and effect as the word “shall.” The words “shall,” “will” or “agree(s)” are mandatory, and “may” is permissive;
(viii) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
(viiix) 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;”
(viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
(ixx) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
(xxi) 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;
(xixii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
(xiixiii) 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 room established by or on behalf of the Company and accessible 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 contemplated by this Agreement not later than prior to the execution and delivery of this AgreementTransactions, or (B) such information or document is publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than on the day prior to the date of this AgreementAgreement and not subject to any redactions;
(xiiixiv) 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;
(xivxv) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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
(xvxvi) 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, addendums, exhibits and any other documents attached thereto or incorporated therein by reference andand (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 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 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, it has had or would reasonably be expected to result in a Company Material Adverse Effect.
(d) The Parties have jointly negotiated and drafted this 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.
Appears in 1 contract
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clause, Exhibit Section and Schedule Subsection references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iiii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (ivii) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (viii) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “including without limitation;”
; (viiv) the word “or” is not exclusive; (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;
; and (viivi) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined provided herein or in this Agreement shall have the meanings given to them under GAAP;
(ix) references to Partnership Disclosure Letter or the “United States” or abbreviations thereof mean the United States of America and its statesParent Disclosure Letter, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not applyapplicable, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated currency amounts referenced 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 the Partnership Disclosure Letter and the Parent Disclosure Letter are in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;United States Dollars.
(xiiie) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any action 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Partnership Disclosure Letter and Parent Disclosure Letter may include all schedulesitems 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 VI or ARTICLE VII, annexesas applicable, addendumsor to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, exhibits 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 Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Enbridge Inc)
Interpretation and Construction. (a) The table of contents and headings in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
(i) all The Preamble, and all Recital, Article, Section, clause, Exhibit Section and Schedule Subsection references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clausessubsections, schedules and exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;Agreement unless otherwise specified herein.
(iic) if a term is defined Except as one part otherwise expressly provided herein, for purposes of speech this Agreement: (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb);
(iii1) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv2) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (v3) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (vi4) the word “or” is not exclusive; (5) 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;
; and (vii6) 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;”.
(viiid) all accounting terms not Except as otherwise expressly defined provided herein or in this Agreement shall have the meanings given to them under GAAP;
(ix) references to Partnership Disclosure Letter or the “United States” or abbreviations thereof mean the United States of America and its statesParent Disclosure Letter, territories and possessions;
(x) the rule known as the ejusdem generis rule shall not applyapplicable, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts in this Agreement shall be paid in U.S. United States Dollars, and if any amounts, costs, fees or expenses incurred by any Party pursuant to this Agreement are denominated currency amounts referenced 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 the Partnership Disclosure Letter and the Parent Disclosure Letter are in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC not later than prior to the date of this Agreement;United States Dollars.
(xiiie) Except as otherwise expressly provided herein, when calculating the period of time within which, or following which, any action 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivf) Except as otherwise expressly provided herein, all references in this Agreement to any (A) statute include the rules and regulations promulgated thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law each case as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 and in accordance with the terms thereof andcase 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 specified thereinrequires, all applicable guidelines, bulletins or policies made in connection therewith.
(g) The Partnership Disclosure Letter and Parent Disclosure Letter may include all schedulesitems 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, annexesas applicable, addendumsor to one or more covenants contained in this Agreement. Inclusion of any items or information in the Partnership Disclosure Letter or Parent Disclosure Letter, exhibits 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 Partnership Material Adverse Effect or a Parent Material Adverse Effect, as applicable, or to affect the interpretation of such term for purposes of this Agreement.
(h) 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 other documents attached thereto or incorporated therein Party by reference andvirtue of the authorship of any provision of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Tc Pipelines Lp)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or the context otherwise requires:
: (i) all Preamble, Recital, Article, Section, clause, Exhibit Exhibit, Annex and Schedule references used in this Agreement are to the preamble, recitals, articles, Sectionssections, clauses, exhibits exhibits, annexes and schedules to this Agreement, Agreement and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
; (ii) 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);
; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender shall include the feminine and neutral genders and vice versa;
; (v) whenever the words “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
; (vii) 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;”
; (viii) all accounting terms not expressly defined in this Agreement shall have the meanings given to them under GAAP;
; (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) references to the “United States” or abbreviations thereof mean the United States of America and its states, territories and possessions;
; (xxii) 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;
; (xixiii) the term “dollars” and the symbol “$” mean U.S. Dollars 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 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 ▇▇▇▇▇;
; (xiixiv) 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 and accessible by or otherwise to such other Party or Parties or its or their Representatives (or otherwise made such information available to Parent and or its Representatives), in each case in connection with the transactions contemplated by this Agreement not later than Transactions prior to the execution and delivery of this Agreement, 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 at least one Business Day prior to the date of this Agreement;
Agreement and, in the case of clauses (xiiiA) 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;
; (xivxvi) all references to any (A) statute include the rules and regulations promulgated thereunder and all applicable, guidance, guidelines, bulletins or policies issued or made in 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 this Agreementtime; and
(xvxvii) 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 andand (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 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 items 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, constitutes a violation of Law or a breach of Contract, is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect. Unless the context otherwise requires or unless specified in the Company Disclosure Schedule or Parent Disclosure Schedule, any capitalized term used in the Company Disclosure Schedule or the Parent Disclosure Schedule (as the case may be) but not otherwise defined therein shall have the meaning as defined in this Agreement.
(d) The Parties agree and acknowledge that they have been represented by counsel during, and have jointly negotiated and 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.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cards Acquisition Inc.)
Interpretation and Construction. (a) The table of contents and headings 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 of this Agreement.
(b) Unless otherwise specified in this Agreement or if the context otherwise requires:
, for purposes of this Agreement: (i) all Preamble, Recital, Article, Section, clause, Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules to this Agreement, and references to Schedules include the Company Disclosure Schedule and the Parent Disclosure Schedule;
(ii) 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);
(iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
(iv) words importing the masculine one gender shall include the feminine and neutral all other genders and vice versa;
; (vii) whenever the words word “includes” or “including” are is used, they it shall be deemed to be followed by the words “without limitation;”
; (viiii) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to this Agreement as a whole and not any particular provision of this Agreement;
whole; (viiiv) 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 (v) the term “or” is not exclusive and shall be read as “and/or” unless the context expressly states otherwise.
(viiic) all accounting terms not expressly defined Unless otherwise specified 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 statesAgreement, 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) 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 the Company, 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▇▇▇▇▇;.
(xiid) 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 include the rules and regulations promulgated thereunder, and (ii) 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 (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).
(f) The Parties have jointly negotiated and drafted this 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.
(g) Unless otherwise specified in this Agreement or the context otherwise requires, references to any information or documents having been document being “made available,” “furnished” or “provided” (or and words of similar import) by to the Parent, Merger Sub or on behalf any of one their respective Representatives as of or more Parties prior to another Party or Parties the date of this Agreement shall be deemed satisfied if (A) such one or more Parties or Representatives thereof made mean such information or document available in any virtual (i) having been posted to the data rooms established room hosted by Datasite and maintained by or on behalf of the Company and accessible by or its Representatives for purposes of the Transactions, (ii) made physically available to the Parent and or its Representativesoutside 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 contemplated by this Agreement not later than Transactions and on or prior to the execution and delivery date of this Agreement, or (Biv) such information or document is filed with the SEC and publicly available in on the SEC’s Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of System to the SEC not later than 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.
(xiiih) 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 and references Day. References to a number of days shall refer to calendar days unless Business Days are specified;.
(xivi) all references 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 representations or warranties or covenants set forth in this Agreement. Inclusion of any such items or information in the Company Disclosure Schedule or the Parent Disclosure Schedule shall not be deemed to be an acknowledgment or agreement that any such item or information (Aor any non-disclosed item or information of comparable or greater significance) statute did not arise in the ordinary course of business, or is “material” or that, individually or in the aggregate, it has had or would reasonably be expected to result in a Material Adverse Effect or Parent Material Adverse Effect.
(j) Notwithstanding anything herein to the contrary, other than for purposes of Section 3.25, Section 5.5(e), Section 5.6, Section 5.7(b), Section 5.7(d), Section 5.8, Section 5.9, Section 5.10, Section 5.14 and Section 8.3, the term “Transactions” shall not be deemed to include the rules and regulations promulgated thereunder and all applicableAirbus Term Sheet, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference any definitive agreements with respect to such Law as amended, re-enacted, consolidated or replaced as of the date of this Agreement; and
(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 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 the transactions contemplated by the Airbus Term Sheet or any other documents attached thereto divestitures contemplated by Sections 5.5(d) or incorporated therein by reference andSection 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 in this Agreement 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 of this Agreementhereof.
(b) Unless otherwise specified Where a reference in this Agreement or the context otherwise requires:
(i) all Preamble, Recital, is made to an Article, Section, clauseSubsection, Recital, Preamble or Exhibit, such reference shall be to an Article, Section, Subsection, Recital, Preamble or Exhibit and Schedule references used in this Agreement are to the preamble, recitals, articles, Sections, clauses, exhibits and schedules of or to this Agreement, and references to Schedules include unless otherwise indicated.
(c) Unless the Company Disclosure Schedule and express context otherwise requires: (i) the Parent Disclosure Schedule;
word “day” means calendar day; (ii) if a term is defined as one part the words “hereto,” “hereof,” “herein,” “hereunder” and words of speech (such similar import when used in this Agreement, shall refer to this Agreement as a noun), it shall have a corresponding meaning when used as another part whole and not to any particular provision of speech (such as a verb);
this Agreement; (iii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa;
; (iv) words importing the masculine gender term “dollars” and the symbol “$” mean United States Dollars and all amounts in this Agreement shall include be paid in United States Dollars, unless specifically otherwise provided, and in the feminine 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 neutral genders expenses shall be determined by converting such other currency to United States Dollars at the foreign exchange rates published in the Wall Street Journal and vice versa;
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 ▇▇▇▇▇; (v) whenever the words “include,” “includes” or “including” are usedused in this Agreement, they shall be deemed to be followed by the words “without limitation;”
; (vi) the words “hereto,” “hereof,” “hereby,” “herein,” “hereunder” and similar terms shall refer to references in this Agreement as a whole and not to any particular provision of this Agreement;
gender include the other gender; (vii) references in this Agreement to the “United States” mean the United States of America and its territories and possessions; (viii) 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;”
; (viiiix) all accounting terms used herein and not expressly defined in this Agreement herein 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 except as the ejusdem generis rule shall not applyotherwise specifically provided herein, 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) the term “dollars” and the symbol “$” mean U.S. Dollars and all amounts references 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 thereunder and all applicablethereunder, guidance, guidelines, bulletins or policies issued or made in connection therewith by a Governmental Entity and (B) Law shall be a reference to such Law 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 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 date authorship of any provision of this Agreement; and.
(xvf) 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 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 a Company 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 that, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect 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 (A) any including this Agreement), Contract, other agreement, document or instrument (excluding this Agreement) mean such agreement, Contract, other agreement, document or instrument as amended amended, supplemented, qualified, modified, varied, restated or otherwise modified 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 or incorporated therein by reference andthereto, in each case as of the date hereof and only to the extent made available as of the date hereof.
Appears in 1 contract